On Closing. (A) the Seller shall procure that GGL will sell; and
(B) the Purchaser shall purchase, or shall procure that a member of the Purchaser Group, will purchase, the Share in accordance with the terms of this Agreement (and whichever member of the Purchaser’s Group acquires the Share shall be the “Novartis Purchaser” for the purposes of this Schedule).
On Closing. (a) Buyers shall pay the Cash Purchase Price as adjusted as set forth in Clause 4.2.2(a) and (b) to the Bank Account in USD in the manner specified in Clause 4;
(b) Ampco shall execute the Note Sale and Purchase Agreement;
(c) Ampco shall issue the Converting Note and the Notes to SHB and deliver to SHB the Converting Note and the Notes dated the date of the Closing and registered in the name of SHB;
(d) immediately following endorsement and transfer of the Converting Note by SHB to Altor pursuant to the terms of the Note Sale and Purchase Agreement and the automatic conversion of the Converting Note into the Consideration Shares, Ampco shall deliver to Altor a duly executed share certificate representing the Consideration Shares registered in the name of Altor or a copy of an account statement issued by Ampco’s transfer agent, evidencing a book entry notification for the Consideration Shares in the name of Altor;
(e) immediately following endorsement and transfer of the Altor Note by SHB to Altor pursuant to the terms of the Note Sale and Purchase Agreement, Ampco shall register the Altor Note in the name of Altor;
(f) Ampco shall execute the Shareholder Support Agreement;
(g) Buyers shall, on behalf of ÅAB, pay or cause the payment of the Bank Pay-Off Amount to the Bank Account;
(h) Buyers shall confirm that the R&W Insurance Premium has been paid to the R&W Insurance Company in accordance with the invoice attached hereto as Schedule 7.3.2(g); and
(i) Buyers shall procure that extraordinary shareholders’ meetings in the the Acquired Companies are held, at which (i) all board members and deputy board members of each Acquired Company (other than employee representatives) shall be removed and new board members and deputy board members shall be elected, and, if applicable, (ii) the auditor of each Acquired Company shall be removed and new auditor shall be elected.
On Closing. (i) the full Subscription Amount shall be available on the Euro-denominated blocked account in the Issuer’s name with KBC Bank NV ([***]) (the “Blocked Account”). To this end, the Investor or its designee shall instruct or cause the instruction of the wire of the Subscription Amount in Euros to the Blocked Account two (2) Business Days prior to Closing, it being understood that any bank charges, costs and expenses relating to this payment shall be borne by the Investor or its Affiliates;
(ii) the Capital Increase shall be effected; and
(iii) the Subscription Shares shall be issued in dematerialised form.
On Closing. 2.3.1 the Cash Consideration shall be paid by the Purchaser or any of its Affiliates in immediately available funds to the account of the Seller that has been notified to the Purchaser prior to the date of this Agreement; and
2.3.2 CME Ltd. shall issue the Consideration Shares to the Seller, which shall constitute full performance by the Purchaser of its obligations to cause the delivery of the Consideration Shares.
On Closing. 5.1.1 the Company shall issue, allot and deliver to the Subscriber the Subscription Shares credited as fully paid and carrying the right to participate in full in all dividends and other distributions declared, paid or made on the Ordinary Shares on or after Closing and ranking pari passu in all other respects and form one class with the Ordinary Shares in issue on Closing, and will enter the Subscriber’s name in the register of members of the Company as the legal and beneficial owner of the Subscription Shares, and will issue and deliver to the Subscriber a share certificate in respect of such Subscription Shares;
5.1.2 the Company shall have made available to the Subscriber those documents set out in Clause 5.2, to the extent not already delivered;
5.1.3 the Subscriber shall have made available to the Company those documents set out in Clause 5.3, to the extent not already delivered; and
5.1.4 the Subscriber shall subscribe for the Subscription Shares and pay the Subscription Proceeds to the Company, each, a “Closing Obligation” and together, the “Closing Obligations”.
On Closing. (a) the Purchasers shall procure that each relevant Group Company repays to the relevant member of its Seller Group the amount in the applicable currency of any Estimated Inter-Company Non-Trading Payables and shall acknowledge on behalf of each relevant Group Company the payment of the Estimated Inter-Company Non-Trading Receivables in accordance with clause 8.3(b); and
(b) each Seller shall procure that each relevant member of its Seller Group repays to the relevant Group Company the amount in the applicable currency of any Estimated Inter-Company Non-Trading Receivables and shall acknowledge on behalf of each relevant member of its Seller Group the payment of the Estimated Inter-Company Non-Trading Payables in accordance with clause 8.3(a), in each case as notified in accordance with clause 8.2 and the Inter-Company Non-Trading Amount shall be treated as discharged to the extent of that payment.
On Closing the Sellers shall confirm in writing to the Company the date of the Transfer and that all the Sale Securities have been transferred on such date, in order to enable the Company to update its registers of securities. Upon receipt of such confirmation, the Company shall register the Buyer as holder of the Sale Securities in the respective registers of securities held by the Company and the Company shall further record (i) the release of the Pledges that had been previously granted by the Sellers only in favour of Pasalba Limited and (ii) the pledge granted by the Buyer over the Sale Securities in favour of Pasalba Limited as set out in clause 4.4. above. Immediately upon the Sellers’ Solicitor providing written confirmation to the Buyer’s Solicitor that the Consideration has been deposited into the Lidstel Account, the Parties shall expressly grant power to any director of the Company (each an “Attorney”), acting individually and with full power of substitution, to amend and execute the above registers in order to record the transfer of the Sale Securities and to do all such acts and things as may be ancillary thereto and/or necessary and/or useful and/or desirable in the sole opinion of the Attorney in connection with or for the purpose of giving full effect to this Agreement.
On Closing. (a) the Issuer will deliver the Certificates to the Agent against payment of the Proceeds; and
(b) the Agent will pay the Proceeds to the Issuer against delivery of the Certificates.
On Closing. (a) the Liquidator shall deliver to the Corporation the share certificate representing the Preferred Stock; and
(b) the Corporation shall deliver the Purchase Price to the Liquidator, payable by wire transfer of immediately available funds to an account that the Liquidator shall designate to the Corporation.
On Closing. (a) Equitable mortgage of shares in Farah (Australia) Pty Limited (first ranking) (Exhibit 1.4.1(a));
(b) Equitable mortgage of shares in Farah (New Zealand) Limited (first ranking) (Exhibit 1.4.1(b)).
