Common use of On Completion Clause in Contracts

On Completion. the Seller shall deliver to the Buyer: (a) a completed and signed transfer of the Sale Shares to the Buyer or as it directs and the related share certificate; (b) a power of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer; (c) the statutory books of each Group Company (including any separate sheet minutes in respect of the Subsidiary, if applicable) complete and accurate up to Completion and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates of each Group Company; (d) a signed deed addressed by the Seller to the Buyer and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versa; (e) letters of resignation in agreed form from each director of each Group Company and the secretary of each Group Company (if any); (f) a letter, in agreed form, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning of section 790C of the Companies Act 2006) in relation to the Company; (g) the Disclosure Letter; (h) the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the parties; (i) deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the Seller; (j) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour of the Company; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and (m) a settlement agreement in the agreed form duly executed by Xxxxxx Xxxxxx (together with the associated advisers certificate) dated at least one Business Day prior to the date of the assignments referred to at clauses 6.2(k) and (I) above.

On Completion. (a) the Seller Shareholders shall deliver or shall procure the delivery to the BuyerPurchaser: (ai) a stock transfer forms, duly completed and signed transfer executed by the registered holders or their lawful attorneys, in favour of the Sale Shares to the Buyer Purchaser (or as it directs and the related share certificate; (bmay direct) a power of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer; (c) the statutory books of each Group Company (including any separate sheet minutes in respect of the Subsidiary, if applicableShares together with the relevant share certificates; (ii) complete and accurate up to letters of non-crystallisation dated not earlier than the second business day immediately preceding Completion and from the holders of any company seal(s), certificates outstanding floating charges given by the Company; (iii) the certificate of incorporation, any certificates of incorporation on change of name or re-registration, the statutory books written up to date, share certificate books, minute books, and all share certificates the common seal of each Group the Company; (div) a signed deed addressed by the Seller original version of the licence to occupy the Buyer and property granted to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versaby SCM Microsystems Ltd; (ev) all other papers and documents material to the continuing operation of the business of the Company which are in the possession of or under the control of any of the Shareholders (to be delivered at the Properties); (vi) letters of resignation in the agreed form from each director of each Group Company George Dundon, John Boyne and the secretary of each Group Company (if any)Alan Jones; (fxxx) a letter, in agreed form, x xxxxxxxxx ox xxx xxxxdraft xxx xxxxxt balances from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within Company's bankers and other lenders as at the meaning close of section 790C of business on the Companies Act 2006) in relation to the Companyday preceding Completion; (gviii) the Disclosure Letter; (hix) a licence to occupy in an agreed form signed by the Company, SCM Microsystems Ltd and SCM Microsystems Group Ltd: and (x) the consultancy documents listed in Schedule 9 to this Agreement. (b) The Shareholders shall repay all monies then owing by them to the Company whether due and payable or not and the Company shall repay all monies owing by the Company to any of the Shareholders save that any monies payable by the Company to SCM Microsystems Limited under the terms of a business sale agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed SCM Microsystems Limited dated 12 November 1999 shall not be payable by the parties;Company at Completion and shall not be payable by the Company until such monies become due and payable under the terms of the said agreement. (c) The Shareholders shall procure that as soon as reasonably practicable following Completion and in any event no more than 7 days after Completion Grant Morgan & John Boyne enter into the Service Axxxxxxxxx. (x) The Shareholders shall procure that a board meeting of the Company is held at which: (i) deeds of release the stock transfer forms referred to in sub-clauses (a) (i) are approved and (subject to them being appropriately stamped) registered in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the SellerCompany's books; (jii) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (Daniel Reed and Mike Battaglia are appointed as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such personsxxxxctors xx xxx Xxxxxxy; (kiii) an intellectual property assignment in the agreed form from the Seller in favour of the CompanyAlan Jones, George Dundon and John Boyne cease to be xxxxxxxx xx xhe Coxxxxx xxxx immediate effect; (liv) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour accounting reference date of the CompanyCompany is changed to 31 December; (v) Green & Peters are appointed as auditors of the Cxxxxxx; (vi) new articles of association of the Company in an agreed form are adopted by the Company ; (vii) the mandates given by the Company to its bankers are revoked or revised as the Purchaser may require; and (mviii) a settlement agreement the execution and completion of the other documents to be entered into by the Company under this Agreement is approved. (e) When the Shareholders have complied with the provisions of sub-clauses (a)-(d) inclusive, the Purchaser shall: (i) transfer by telegraphic transfer the Consideration Funds to SCM Microsystems Ltd and to the Shareholders' Solicitor in the agreed form duly executed by Xxxxxx Xxxxxx (together with the associated advisers certificate) dated at least one Business Day prior to the date of the assignments referred to at clauses 6.2(kproportions set out sub-Clause 3.1(a) and (I) above.sub-Clause 3.1.(b);

On Completion. the Seller shall deliver to or, if the Buyer so agrees, make available to the Buyer: (a) a completed and signed share transfer form relating to all the Shares duly executed by the Seller in favour of the Sale Shares to the Buyer (or as it directs and the related share certificatemay direct); (b) a power of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise share certificates (if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition any) relating to the BuyerShares; (c) the statutory books any waivers or consents by members of each any Group Company (including any separate sheet minutes or other persons which the Buyer has specified prior to Completion in respect the agreed terms so as to enable the Buyer or its nominees to be registered as the holders of the SubsidiaryShares; (d) resignations in the agreed terms of Xxxxxx X. Xxxxxx, if applicableXxxx Xxxxxx and Xxxxx X. Xxxxx as director, officer or manager of any Group Company, including the resignation of Xxxxx X. Xxxxx as managing director of TOCO; (e) complete resignations in the agreed terms of Xxxx Services Limited as Assistant Secretary of the Company; (f) an original consultancy agreement signed by Xxxxx X. Xxxxx; (g) a lease granted to TOCO by the heirs of Xxxxx Xxxxxx Rajab for the yard and accurate up to Completion and any company seal(s), certificates main office in Muscat (Aziaba) for a period of incorporationone year commencing on 1 January 2013 at a rental not greater than OMR 132,000 per year; (h) the common seals, certificates of incorporation on change of name and all statutory books and share certificates certificate books of each Group Company; (di) a signed deed addressed by the Seller to the Buyer and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versa; (e) letters copy of resignation in agreed form from each director of each Group Company and the secretary of each Group Company (if any); (f) a letter, in agreed form, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning of section 790C of the Companies Act 2006) updated MOCI commercial registration information printout in relation to the Company; (g) the Disclosure Letter; (h) the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the parties; (i) deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the SellerTOCO; (j) earn-in letter agreements in the agreed form executed by certain original of the employees of the Group Companies (as determined by the Buyer) MOCI commercial registration certificate in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such personsTOCO; (k) an intellectual property assignment duly renewed Oman Chamber of Commerce and Industry membership certificate in the agreed form from the Seller in favour of the Companyrelation to TOCO; (l) an intellectual property assignment original updated MOCI authorised signatories specimen signature form in relation to TOCO; (m) original/copy of the Amendment Deed to the Constitutive Contract duly authenticated by the MOCI official attestor recording the amendment to the names of the shareholders of TOCO; (n) insertion of the name of Xxxxxxx Xxxxxx Xx Xxxxx and the Company in the agreed from XXXX00.Xxx Limited shareholders’ register of TOCO in respect of the transferred shares; (UKo) in favour delivery by Xxxxxxx Trust (Cayman) Ltd of the statutory books of the Company; and (mp) a settlement agreement in the agreed form duly executed delivery by Xxxxxx Xxxxxx Xxxxxxx Trust (together with the associated advisers certificateMauritius) dated at least one Business Day prior to the date Ltd of the assignments referred to at clauses 6.2(k) and (I) abovestatutory books of WIEL.

On Completion. 8.4.1 the Seller Sellers shall deliver to the Buyer: (a) a duly completed and signed transfer transfers of the Sale Shares (to the extent not delivered to the Buyer pursuant to the Minority Share Sale Agreement) executed by the registered holders thereof in favour of the Buyer (or as it directs and the related Buyer directs) together with the relevant share certificatecertificates in the name or names of such registered holders or an indemnity in the agreed form for any lost certificates; (b) a power certificates in respect of attorney any issued shares in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member capital of each of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the BuyerSubsidiaries; (c) the statutory books of each Group Company (including any separate sheet minutes in respect of the Subsidiarybooks, if applicable) complete and accurate up to Completion and any company seal(s), certificates certificate of incorporation, certificates certificate(s) of incorporation on change of name name, common seals and all any unused share certificates of for each Group Company; (d) a signed deed addressed by the Seller to the Buyer and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion written resignations of: (i) each director; and (ii) each secretary. from any their respective offices with each Group Company to in the Seller or to any Seller’s Associate or vice versaagreed form; (e) letters the written resignations of resignation in agreed form from each director the existing auditors of each Group Company and in the secretary of each Group Company (if any)agreed form; (f) a letter, in agreed form, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning of section 790C of the Companies Act 2006) in relation to the Companyduly completed and signed Escrow Accounts Instruction Letter; (g) the Disclosure Letter;duly completed Compromise Agreement and the duly completed Consultancy Agreement, (h) the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the partiesduly completed Barchester Agreement; (i) deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the Seller;duly completed Minority Share Sale Agreement, (j) earn-in letter agreements the title deeds relating to the Properties set out in the agreed form executed by certain Schedule of the employees of the Group Companies (as determined by the Buyer) in relation Deeds attached to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such personsDisclosure Letter;’ (k) an intellectual property assignment confirmation that the Company will continue to be provided with company, administration or fiduciary services, as defined in the agreed form from the Seller in favour Article 2(3) and (4) of the CompanyFinancial Services (Jersey) Law 1998 (as amended) by a person registered under that law after Completion; (l) an intellectual property assignment subject to the Buyer making payment in accordance with the agreed provisions of clause 8.4.3(e) confirmation from XXXX00.Xxx Roundwood (Finance) Limited, Lydian Capital Partners LP and Kedleston Holdings Limited of satisfaction of all amounts due to them by the Company and the Subsidiaries; (UKm) subject to the Buyer making payment in favour accordance with the provisions of clause 8.4.3(f), the originals of all charges, mortgages, debentures and guarantees to which any Group Company is a party (other than the Continuing Security Interests) together with duly sealed discharges or releases and (where applicable) appropriate forms MG02 duly completed and sworn and forms DS1 duly completed and executed in respect of the Companysame; and (mn) an undertaking from the Sellers’ Solicitors to pay promptly after receipt into the Sellers’ Solicitor’s Account of the Closing Equity Amount (and of the relevant invoices in respect thereof) the amount of the fees and other expenses as advised by the Sellers pursuant to clause 5.2 and included in column 8 of Schedule 1, 8.4.2 board meetings of each relevant Group Company will be held at which (as appropriate): (a) the transfers referred to in clause 8.4.1 (a) are each approved (subject to being duly stamped where necessary) and share certificates are issued to the Buyer in respect of the shares transferred to it; (b) the purchase by the Buyer of the Partly Paid Shares shall be approved at a settlement agreement price of 1 xxxxx per Partly Paid Share pursuant to the Minority Share Sale Agreement; (c) the resignations of directors, secretary and auditors referred to in clauses 8.4.1(d) and 8.4.1(e) are accepted with effect from the end of the relevant board meeting; (d) such persons as the Buyer shall nominate shall be appointed as directors, secretary and auditors with effect from the end of the relevant board meeting; and (e) the registered office of each Group Company is changed as the Buyer shall direct; 8.4.3 the Buyer shall: (a) pay the Closing Equity Amount by way of electronic transfer to the Sellers Solicitor’s Account and the Sellers each irrevocably confirm that the Sellers’ Solicitors are authorised to receive the Closing Equity Amount on behalf of the Sellers and receipt thereof by the Sellers’ Solicitors shall be an irrevocable discharge to the Buyer and the Buyer shall not be concerned to see to the distribution of those monies or be answerable for their loss or misapplication; (b) pay the Retention Amount, at the direction of the Sellers and the Buyer, by way of electronic transfer to the Retention Escrow Account; (c) pay the Claims Retention Amount, at the direction of the Sellers and the Buyer, by way of electronic transfer to the Claims Escrow Account; (d) pay the Chigwell Retention Amount, at the direction of the Sellers and the Buyer, by way of electronic transfer to the Chigwell Escrow Account; (e) repay, on behalf of the Company, the Shareholder Loans and interest thereon in the sum of £5,975,000 and £362,000 respectively or such other amounts as may be agreed form duly executed by Xxxxxx Xxxxxx or on behalf of the Buyer and the Sellers; and (together with f) repay, on behalf of the associated advisers certificateCompany, the sum of £32,876,000 (or such other amounts as may be agreed by or on behalf of the Buyer and the Sellers) dated to Bank of Scotland Plc (formerly The Governor and Company of The Bank of Scotland) being the amount due (including interest) thereto as at least one Business Day prior the Completion Date and secured by all Encumbrances in its favour remaining unsatisfied as at the Completion Date; 8.4.4 the Company shall pay to the date holders of the assignments referred Partly Paid Shares a total sum of £2,525, pro rata their respective holdings of Partly Paid Shares, in full satisfaction of the purchase price for the Partly Paid Shares pursuant to at clauses 6.2(k) and (I) abovethe Minority Share Sale Agreement.

On Completion. the Seller shall deliver to the Buyer: (ai) a completed and signed transfer copy of the Sale Shares minutes of the meeting of the board of the Company and each Subsidiary referred to the Buyer or as it directs and the related share certificatein paragraph 1.1; (bii) a power written resignations in the agreed terms to take effect from Completion of attorney in agreed form appointing all the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to executedirectors, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer; (c) the statutory books of each Group Company (including any separate sheet minutes in respect of the Subsidiary, if applicable) complete and accurate up to Completion and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates of each Group Company; (d) a signed deed addressed by the Seller to the Buyer and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versa; (e) letters of resignation in agreed form from each director of each Group Company officers and the secretary of the Company and of each of the Subsidiaries (other than such persons who, as agreed with the Purchaser, will remain in office), in each case executed as a deed; and (iii) evidence that the Intra-Group Company (if any)Arrangements have been terminated immediately prior to Completion; (fiv) a letter, in agreed form, from evidence that amounts owed by Sellers under Intra-Group Lendings have been repaid to the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning of section 790C member of the Companies Act 2006) in relation Group to the Companywhich such Intra-Group Lendings are owed subject to a funds flow being agreed pursuant to Clause 7.13; (gv) a copy of the Disclosure Letter; (h) the consultancy agreement termination deed in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the parties; (i) deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation relating to the provision of such share awards in the Seller; (j) earn-in letter agreements in the agreed form SHA duly executed by certain of the employees of the Group Companies (as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour of the Company; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and (mvi) a settlement agreement in the agreed form duly executed deed of release relating to each security granted under the RK Facility Agreement; (vii) a duly executed payoff letter issued by Xxxxxx Xxxxxx RK Mine Finance confirming full and irrevocable repayment of the RK Facility Agreement; (together viii) provided RGLD consents to the early repayment of the RG Overrun Facility, a duly executed payoff letter issued by RGLD confirming full and irrevocable repayment of the RG Overrun Facility; (ix) provided RGLD consents to the early repayment of the RG Overrun Facility or otherwise consents to the repayment of the Intra-Group Borrowings, a duly executed payoff letter issued by the relevant member of the Group confirming full and irrevocable repayment of the Intra-Group Borrowings; (x) duly executed de-registration and filing documentation relating to or in respect of the security granted under RK Facility Agreement; and (xi) any original, duplicate or counterpart certificate or document of title and any signed transfer forms relating to such certificate or document of title previously delivered to RK Mine Finance under or in connection with the associated advisers certificate) dated at least one Business Day prior security granted under the RK Facility Agreement, in relation to the date of the assignments referred to at clauses 6.2(k) and (I) abovesecured property thereunder.

On Completion. (a) each of the Seller Vendors shall deliver to the BuyerPurchaser: (ai) a completed and signed transfer duly executed transfers of the Sale Shares it/he is selling in favour of the Purchaser together with the share certificates therefor or an indemnity in a form reasonably required by the Purchaser in the case of any missing share certificates; and (ii) to the Buyer or as it directs and extent in its/his possession, all the related share certificate; (b) a power constitutive documents of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member each of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder members of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer; Group, including (cwithout limitation) the statutory books of each Group Company (including any separate sheet minutes in respect of the Subsidiary, if applicable) complete and accurate up to Completion and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates of each Group Company; (d) a signed deed addressed by the Seller to the Buyer and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versa; (e) letters of resignation in agreed form from each director of each Group Company and the secretary of each Group Company (if any), memorandum and articles of association, the common seals and company chops, minute books, registers of members and registers of directors (both duly written up to date), share certificate books and all other statutory records and documents of each member of the Group; (fb) the Vendors shall procure that a letter, in agreed form, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning written resolution of section 790C all directors of the Companies Act 2006) in relation to Company be passed at which the Company; (g) the Disclosure Letter; (h) the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the parties;following shall be approved: (i) deeds of release in the agreed form between each transfers of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the SellerSale Shares; (jii) earn-in letter agreements in the agreed form executed by certain entry of the employees name of the Group Companies (as determined by Purchaser into the Buyer) in relation to the potential issue register of additional shares in Xxxxxxxx.xxx Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour of the Company; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour members of the Company; and (miii) all such other business as the Purchaser shall reasonably require to vest in the Purchaser the beneficial ownership of the Sale Shares; (c) upon the request of a Vendor, the Purchaser shall deliver to such requesting Vendor a certified true copy of its board resolutions approving, among other things, (1) the acceptance of the transfer of the Sale Shares; (2) the execution, delivery and performance of this Agreement; (3) the allotment and issuance of the Consideration Shares to each of the Vendors, all credited as fully paid; and (4) the issuance of share certificates to the Vendors; and (d) the Purchaser shall deliver to each Vendor: (i) share certificate(s) of the Purchaser (duly executed under seal) in respect of the Consideration Shares issued in the name of the relevant Vendor; and (ii) a settlement agreement in copy of the agreed form duly executed by Xxxxxx Xxxxxx (together with register of members of the associated advisers certificate) dated at least one Business Day prior Purchaser evidencing the issue and allotment of the relevant number of the Consideration Shares to the date of the assignments referred to at clauses 6.2(k) and (I) aboveVendors or their named allottees respectively.

On Completion. (i) Holdco shall, in respect of each Warner Chilcott Share subject to the Seller Scheme, issue 0.160 (the “Exchange Ratio”) of a Holdco Share (the “Share Consideration” and, together with any cash in lieu of Fractional Entitlements due to a Warner Chilcott Shareholder, the “Scheme Consideration”) to the applicable Warner Chilcott Shareholder (and/or their nominees), which Share Consideration shall be duly authorised, validly issued, fully paid and non-assessable and free of Liens and pre-emptive rights; provided, however, that no fractions of Holdco Shares (the “Fractional Entitlements”) shall be issued by Holdco to the Warner Chilcott Shareholders under this Clause 8.1(c)(i), and all Fractional Entitlements that would otherwise have been due to any Warner Chilcott Shareholders shall be aggregated and sold in the market by the Exchange Agent with the net proceeds of any such sale distributed pro-rata to such Warner Chilcott Shareholders in accordance with the Fractional Entitlements to which they would otherwise have been entitled; in each case, in accordance with the Scheme; and (ii) Warner Chilcott shall deliver to the BuyerHoldco: (aA) a completed and signed transfer certified copy of the Sale Shares resolutions referred to the Buyer or as it directs and the related share certificatein Clause 8.1(b)(i); (bB) a power letters of attorney resignation from the directors that are removed from Warner Chilcott in agreed form appointing accordance with Clause 8.1(b)(i)(B) (each such letter containing an acknowledgement that such resignation is without any claim or right of action of any nature whatsoever outstanding against Warner Chilcott or the Buyer as attorney pending the Buyer’s registration as a member Warner Chilcott Group or any of the Company with power their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer; (c) the statutory books of each Group Company (including any separate sheet minutes other grounds whatsoever in respect of the Subsidiary, if applicableremoval); and (C) complete and accurate up to Completion and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates in respect of each Group Company;the aggregate number of shares in the capital of Warner Chilcott to be issued to Holdco (and/or its nominees) in accordance with the Scheme. (diii) Warner Chilcott shall cause an office copy of the Court Order and a signed deed addressed copy of the minute required by Section 75 of the Seller Act to be filed with the Buyer Companies Registration Office and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versa; (e) letters of resignation in agreed form from each director of each Group Company and the secretary of each Group Company (if any); (f) a letter, in agreed form, obtain from the Seller confirming that upon Completion it has ceased to be Registrar of Companies a registrable relevant legal entity (within the meaning Certificate of section 790C of the Companies Act 2006) Registration in relation to the Company;reduction of share capital involved in the Scheme. (giv) Actavis and Holdco shall cause the Disclosure Letter; Holdco Memorandum and Articles of Association to be amended and restated in their entirety in such form as the Parties, acting reasonably, mutually agree (h) the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the parties; (i) deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the Seller; (j) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour of the Company; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and (m) a settlement agreement in the agreed form duly executed by Xxxxxx Xxxxxx (together with the associated advisers certificate) dated at least one Business Day prior to the date of the assignments referred to at clauses 6.2(k) and (I) aboveincluding passing appropriate resolutions for this purpose).

On Completion. the Seller shall deliver to the Buyer: (a) a completed The Founder shall execute the Written Resolution in order to increase and signed transfer reorganise the share capital of the Sale Shares Company, to grant the Buyer or Directors authority to allot shares as it directs specified in the special resolution, and to adopt the related share certificate;New Articles: (b) The Investors shall subscribe for the Subscription Shares in the number of shares and for the total consideration appearing against their respective names in column (4) of Schedule 1 (and the balance paid in respect of each share over and above (pound)1 shall be regarded as premium) and shall accordingly complete, sign and deliver to the Company an application form (in the form set out in Schedule 6) accompanied by a power cheque for either the total consideration or if a concession of attorney a part-payment on the shares has been agreed such part-payment as may be shown against their respective names in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member column (5) of Schedule 1 in favour of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer;payment therefor. (c) The Founder shall procure the statutory books following to be done: (i) a meeting of each Group the directors shall be held at which the business referred to in the Board Minutes shall be transacted and all documents and forms referred to therein shall be executed and signed; (ii) the register of members of the Company shall be written up to reflect the subscription referred to in paragraph (including any separate sheet minutes b) and a definitive certificate in respect of the Subsidiary, if applicable) complete Subscription Shares shall be issued in favour of and accurate up delivered to Completion and any company seal(s), certificates each of incorporation, certificates of incorporation on change of name and all share certificates of each Group Companythe Investors; (diii) a signed deed addressed by each of the Seller new directors referred to in part 2 of Schedule 12 shall be appointed as directors of the Buyer relevant company(y)(ies) set out opposite their respective name in that part of the Schedule and to shall enter into an undertaking with the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company the Investors in the form set out in Schedule 10 and executed copies thereof shall be delivered to the Seller or to any Seller’s Associate or vice versaInvestors; (eiv) letters of resignation in agreed form from each director of each Group Godfrey Stephen Shingles shall enter into an xxxxxtaking with the Company and the secretary of each Group Company (if any)Investors in the form set out in Schedule 10 and an executed copy thereof shall be delivered to the Investors; (fv) a letter, the persons referred to in agreed form, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning part 1 of section 790C Schedule 12 shall resign as officers of the Companies Act 2006relevant company(y)(ies) set out opposite their respective name in relation to that part of the CompanySchedule; (gvi) Melanie Phillips shall be appointed as company xxxxxxary of the Disclosure LetterCompany, WRDC Limited, Authoriszor Limited, Logsys Limited and PAD (London) Limited; (hvii) that Garcia Hanson shall vary his service contract xxxxxxxy in writing with Authoriszor Limited to incorporate the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the partiesfollowing terms; (i) deeds basic salary(pound)100,000 per annum (ii) car allowance(pound)1,000 per month (iii) company pension contribution - 5% of release basic salary (iv) bonus payable quarterly in arrears calculated at 20% NPBT per quarter or(pound)25,000 per quarter whichever is the lesser. (d) The Founder shall subscribe for 41,592 Ordinary Shares for the total consideration of (pound)41,592 by way of converting its loan to the Company in the agreed sum of (pound)41,592 to share capital and shall accordingly complete, sign and deliver to the Company an application form between each (in the form set out in Schedule 11). (e) The obligation of the employees Investors to subscribe for the Subscription Shares shall be conditional upon the provisions of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the Seller; paragraphs (j) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies a), (as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour of the Company; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and (m) a settlement agreement in the agreed form duly executed by Xxxxxx Xxxxxx (together with the associated advisers certificate) dated at least one Business Day prior to the date of the assignments referred to at clauses 6.2(kc) and (Id) abovebeing fully complied with and until such time the cheques referred to in paragraph (b) shall be held to the order of the Investors. If any of the said provisions are not fully complied with within 6 hours after the execution hereof any of the Investors may rescind this Agreement by giving notice in writing to the Company.

On Completion. 5.2.1 the Seller Sellers shall deliver to the BuyerPurchaser's Solicitors: (a) a completed and signed transfer transfers of the Sale Shares duly executed by the registered holders of such Shares in favour of the Purchaser or its nominees together with the relative share certificates (or an indemnity in such form as the Purchaser shall require in relation to the Buyer or as it directs and the related share certificateany missing certificates); (b) a power certificate of attorney non-crystallisation in agreed form appointing the Buyer as attorney pending Agreed Form from HSBC Bank plc addressed to the Buyer’s registration as a member Purchaser in respect of the floating charge granted by the Company on 18 August 1998 and dated with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder date of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the BuyerCompletion; (c) letters of resignation in the statutory books Agreed Form from the present directors (save for Xxxxx Xxxxxxxx) and secretary of the Company. It is agreed that if, despite the terms of such resignation, any person so resigning shall nevertheless be entitled to any form of compensation (whether for redundancy, unfair dismissal, wrongful dismissal or otherwise) the consideration for the Shares held by the Sellers shall be reduced by the cost of such compensation falling on the Company. The amount of such reduction shall be recoverable by the Purchaser as a debt from the Sellers payable on demand); (d) an acknowledgment of no claims and release in the Agreed Form from each Group of the Covenantors releasing the Company from any liabilities which may be owing to that Covenantor by the Company; (including e) the written resignation of the Auditors and the present auditors of the Company accompanied by a statement under section 394(1) of the Act that there are no such circumstances as are mentioned in that section and confirming that they have no claim against the relevant company of any separate sheet minutes nature whatever other than for proper professional fees for services rendered in respect of their duties as auditors prior to Completion; (f) the Subsidiary, if applicableTax Deed executed by the Covenantors; (g) complete and accurate up to Completion and any company seal(s), certificates the certificate of incorporation, (and, if applicable any certificates of incorporation on change of name name) any common seal, any securities seal, statutory minute books and registers (duly made up to the date of Completion), share certificate book and all share certificates available copies of the memorandum and articles of association of the Company; (h) a certified copy of any power of attorney under which any document delivered on Completion has been executed on behalf of any of the Sellers; (i) written confirmations from the relevant banks as to the respective bank balances of the Company as at the close of business on the second Business Day preceding Completion together with a list of all unpresented cheques and uncleared lodgements which upon presentation or clearance would be debited or credited to the respective accounts; (j) copies of all bank mandates of the Company together with a blank mandate in respect of each Group bank account maintained by the Company; (k) letters addressed to the Purchaser from all of the existing bankers of the Company confirming their consent to the acquisition of the Shares by the Purchaser and confirming that to their knowledge no event of default has occurred under each of their facilities and is continuing; (l) all documents of title relating to the investments of the Company (including without limitation the Company's investments in ODL); (m) all cheque books in current use by the Company; (n) all papers, books, records, keys, credit cards and other property (if any) of the Company which are in the possession or under the control of any of the Sellers or Xxxxx Xxxxxxxx; (o) duly executed releases of the Company from any guarantee, suretyship, indemnity, collateral security or letter of comfort given in support of any of the liabilities of any of the Sellers or Xxxxx Xxxxxxxx or Xxxxxxxx Management Consultants or any Associate of any of the Sellers or Xxxxx Xxxxxxxx or Xxxxxxxx Management Consultants or any director or employee of the Company or any Associate of any such director or employee; (p) irrevocable powers of attorney in the Agreed Form executed by each of the holders of the Shares in favour of the Purchaser and its directors to enable the Purchaser (pending registration of the transfers of such shares) to exercise all voting and other rights attaching to such shares and to appoint proxies for this purpose; (q) originals of the organic milk supply agreements executed by Xxxxx Xxxxxx, Xxxxxxxx Xxxxxx and W Persey & Sons in the Agreed Form; (r) an original of the organic milk supply agreement executed by OMSCO in the Agreed Form; 5.2.2 (s) an original (undated) of the ODL Sale Agreement executed by the ODL Shareholders and the Company together with all documents referred to in clause 5 of the ODL Sale Agreement;The Sellers and Xxxxx Xxxxxxxx shall procure that Xxxxx Xxxxxxxxx shall enter into a service agreement with ODL and that each of Xxxxx Xxxxxxxxx and Magellan Enterprises Limited shall enter into a consultancy agreement with the Purchaser each in the Agreed Form; 5.2.3 Xxxxxxxx Management Consultants and Xxxxx Xxxxxxxx and Xxxxxxx Xxxxxx and Xxxxxxx Xxxxx will each enter into a consultancy agreement with the Company for the provision by Xxxxxxxx Management Consultants of the services of Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxx and Xxxxxxx Xxxxx to the Company and ODL in the Agreed Form; 5.2.4 the Covenantors shall repay and shall procure their Associates and the directors and employees of the Company and the Associates of such directors and employees to repay all moneys then owing by any of them to the Company whether due for payment or not; 5.2.5 the Sellers and Xxxxx Xxxxxxxx shall procure that there shall be held a meeting of the directors of each of the Company attended by a quorum of the directors, at which: (a) Xxxxxxx Xxxxx, Xxxx Xxxxxxxx, Xxx Xxxxxxx, Xxx Xxxxxx and Xxxxxx Xxxxxx shall be appointed additional directors of the Company; (b) the above-mentioned resignations of the present secretary and auditors shall be accepted with immediate effect and Xxx Xxxxxxx and the Purchaser's Accountants shall be appointed secretary and auditors respectively in their places; (c) its registered office shall be changed to 000 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX; (d) a signed deed addressed by the Seller transfers referred to the Buyer and in clauses 5.2.1 (a) shall be approved for registration (subject to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from stamping with any Group Company to the Seller or to any Seller’s Associate or vice versarequired stamp duty); (e) letters of resignation the consultancy agreements referred to in agreed form from each director of each Group Company respectively clauses 5.2.2 and 5.2.3 shall be approved and executed by the secretary of each Group Company (if any)Company; (f) a letter, the organic milk supply agreements referred to in agreed form, from the Seller confirming that upon Completion it has ceased to clauses 5.2.1(q) and (r) shall be a registrable relevant legal entity (within the meaning of section 790C of the Companies Act 2006) in relation to approved and executed by the Company; (g) such resolutions and actions regarding bankers as the Disclosure LetterPurchaser may require shall be passed and taken; (h) such other business as the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the parties;Purchaser may reasonably require shall be transacted; and (i) deeds the above-mentioned resignations of release the present directors (save for Xxxxx Xxxxxxxx) and the secretary shall be accepted with effect from the end of the meeting and the Sellers shall deliver to the Purchaser certified copies of the minutes of such board meetings; 5.2.6 the Sellers and Xxxxx Xxxxxxxx shall procure the Company to adopt new articles of association in the agreed form between each of Agreed Form; 5.2.7 against compliance with the employees of above provisions the Group Companies previously granted share awards Purchaser shall: (a) remit by the Seller and the Seller in relation bank electronic transfer to the provision Sellers' Solicitors' bank account (branch: Barclays Bank Plc, 00 Xxxx Xxxxxx, Xxxxxx sort code: 20-30-47 account number: 00000000) the Provisional Consideration specified in paragraph 1.2(a) of such share awards in the SellerSchedule 5; (jb) earn-in letter agreements in the agreed form executed by certain execute a counterpart of the employees of the Group Companies (as determined by the Buyer) in relation Tax Deed and deliver it to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such personsSellers' Solicitors; (kc) an intellectual property assignment in the agreed form from the Seller in favour execute a counterpart of the Company; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and (m) consultancy agreement to which it is a settlement agreement in the agreed form duly executed by Xxxxxx Xxxxxx (together with the associated advisers certificate) dated at least one Business Day prior to the date of the assignments party and which is referred to at clauses 6.2(k) in clause 5.2.2 and (I) abovedeliver the same to Xxxxx Xxxxxxxxx.

On Completion. the Seller Vendors shall (as the case may be) deliver or procure the delivery to the BuyerPurchaser all the following: (a) the original of the relevant instruments of transfer in respect of the transfer of the Sale Shares duly executed by the Vendors in favour of the Purchaser or such other nominee(s) as the Purchaser may direct and such other documents as may be required to give a completed good and signed effective transfer of title to the Sale Shares to the Purchaser or such nominee(s) and to enable the Purchaser or such nominee(s) to become the registered and beneficial holder thereof free from all Encumbrances to the Purchaser's satisfaction; (b) the original of the definitive share certificates in respect of the Sale Shares and other evidence as may be required by the Purchaser showing that each of the Vendors is the beneficial owner of the relevant Sale Shares free from all Encumbrances; (c) copies, certified as true and complete by the chairman of the Company, of the resolutions of the board of directors of the Company approving the transfer of the Sale Shares to the Buyer or as it directs Purchaser pursuant to this Agreement and the related share certificate; (b) a power of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member signing of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer; (c) the statutory books of each Group Company (including any separate sheet minutes in respect of the Subsidiary, if applicable) complete and accurate up to Completion and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates of each Group CompanyTax Indemnity; (d) a signed deed addressed copies, certified as true and complete by the Seller to the Buyer and to chairman of the Company and all or the directors of the relevant member(s) of the Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to (as the Seller or to any Seller’s Associate or vice versacase may be), of resolutions of the shareholders meeting and/or board of directors approving the matters as stipulated in CLAUSES 5.3, 5.4, 5.5 AND 5.6; (e) letters in respect of resignation in agreed form from each director of each Group the Company and the secretary of each Group Company Control Tech : (i) all statutory records and minute books (which shall be written up to date as at Completion), all unissued share certificates (if any) and all other statutory records then; (ii) all common seals and all rubber stamps, cheque books, cheque stubs and bank statements, receipt books, all current insurance policies, books and accounts and title deeds and evidence of ownerships to all assets and all current contracts and all other accounting records; (iii) all correspondence and other documents belonging to the Company and/or Control Tech (including its constitutional documents);; and (iv) such other documents as the Purchaser may reasonably request. (f) a letterin respect of Shanghai Control Tech (delivery at the office of Shanghai Control Tech in the PRC or such other place as the parties hereto may agree) :- (i) all statutory records and minutes books (which shall be written up to date as to Completion), in agreed formand all other statutory records then; (ii) all company seals and stamps, from the Seller confirming that upon Completion it has ceased cheque books, cheque stubs and bank statements, receipt books, all current insurance policies, books and accounts and title deeds and evidence of ownerships to be a registrable relevant legal entity all assets and all current contracts and all other accounting records; (within the meaning of section 790C of the Companies Act 2006iii) in relation correspondence and other documents belonging to the CompanyShanghai Control Tech; and (iv) such other documents as the Purchaser may reasonably request; (g) the Disclosure Letteroriginal of the Tax Indemnity duly executed by the Vendors, Control Tech and the Company; (h) the consultancy agreement in original of the agreed form between Employment Agreements duly entered into by the persons of the Key Management Team, Mx. Xxxx and the Company and Xxxxxxx Xxxxxxx signed by and/or its subsidiaries (as the partiesPurchaser may direct) respectively; (i) deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the SellerCompletion Accounts; (j) earn-in letter agreements in the agreed form original of resignations duly executed under seal by certain each of the employees existing directors and secretary of the Group Companies Company and Control Tech (as determined by the Buyercase may be) in relation to resign from their respective offices with effect from the Completion Date and to confirm to the potential issue satisfaction of additional shares in Xxxxxxxx.xxx Limited to such personsthe Purchaser that they have no claim against the Company and Control Tech (as the case may be) for compensation for loss of office or otherwise; (k) an intellectual property assignment in the agreed form original of resignations duly executed under seal by each of the existing director(s) and (if applicable) the chairman and the legal representative nominated by Control Tech and the supervisor(s) of Shanghai Control Tech to resign from their respective offices with effect from the Seller in favour Completion Date and to confirm to the satisfaction of the Company;Purchaser that they have no claim against Shanghai Control Tech, Control Tech (as Shanghai Control Tech's holding company) and the Company for compensation for loss of office or otherwise; and (l) an intellectual property assignment in such other documents as the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and (m) a settlement agreement in the agreed form duly executed by Xxxxxx Xxxxxx (together with the associated advisers certificate) dated at least one Business Day prior to the date of the assignments referred to at clauses 6.2(k) and (I) abovePurchaser may reasonably request.

On Completion. 8.3.1. Holdco shall, in respect of each Elan Share subject to the Seller Scheme, within 14 days following the Effective Date: (1) pay the Cash Consideration to the applicable Elan Shareholder; and (2) issue the Share Consideration to the applicable Elan Shareholder (and/or their nominees), (together with the Cash Consideration, and any cash in lieu of Fractional Entitlements due to an Elan Shareholder, the “Scheme Consideration”), which Share Consideration shall be duly authorised, validly issued, fully paid and non-assessable and free of Liens and pre-emptive rights; provided, however, that no fractions of Holdco Shares (the “Fractional Entitlements”) shall be issued by Holdco to the Elan Shareholders, and all Fractional Entitlements that would otherwise have been due to any Elan Shareholders shall be aggregated and sold in the market by the Exchange Agent with the net proceeds of any such sale distributed pro-rata to such Elan Shareholders in accordance with the Fractional Entitlements to which they would otherwise have been entitled, in each case in accordance with the terms and conditions of the Scheme. 8.3.2. The Bidder shall pay to the Depositary the aggregate of all cancellation fees (being $0.05 per Elan ADS) which may be incurred by holders of Elan ADSs upon the surrender of Elan ADSs to the Depositary for the purposes of receiving the Scheme Consideration. 8.3.3. Elan shall deliver to the Buyer: Bidder: (aA) a completed and signed transfer certified copy of the Sale Shares resolutions referred to in Clause 8.2.1; (B) letters of resignation from the Buyer directors that are removed from Elan in accordance with Clause 8.2.1(B) (each such letter containing an acknowledgement that such resignation is without any claim or as it directs and right of action of any nature whatsoever outstanding against Elan or the related share certificate; (b) a power Elan Group or any of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member their officers or employees for breach of the Company with power contract, compensation for loss of office, redundancy or unfair dismissal or on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer; (c) the statutory books of each Group Company (including any separate sheet minutes other grounds whatsoever in respect of the Subsidiary, if applicableremoval); and (C) complete and accurate up to Completion and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates in respect of each Group Company;the aggregate number of shares in the capital of Elan to be issued to Holdco (and/or its nominees) in accordance with the Scheme. (d) 8.3.4. Elan shall cause an office copy of the Court Order and a signed deed addressed copy of the minute required by Section 75 of the Seller Act to be filed with the Buyer Companies Registration Office and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versa; (e) letters of resignation in agreed form from each director of each Group Company and the secretary of each Group Company (if any); (f) a letter, in agreed form, obtain from the Seller confirming that upon Completion it has ceased to be Registrar of Companies a registrable relevant legal entity (within the meaning Certificate of section 790C of the Companies Act 2006) Registration in relation to the Company; (g) the Disclosure Letter; (h) the consultancy agreement reduction of share capital involved in the agreed Scheme. 8.3.5. The Bidder and Holdco shall cause the Holdco Memorandum and Articles of Association to be amended and restated in their entirety in such form between as the Company and Xxxxxxx Xxxxxxx signed by the parties; Parties, acting reasonably, mutually agree (i) deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the Seller; (j) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour of the Company; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and (m) a settlement agreement in the agreed form duly executed by Xxxxxx Xxxxxx (together with the associated advisers certificate) dated at least one Business Day prior to the date of the assignments referred to at clauses 6.2(k) and (I) aboveincluding passing appropriate resolutions for this purpose).

On Completion. (a) the Seller shall deliver to the Buyermust: (ai) a completed and signed transfer of the Sale Shares cause to be delivered to the Buyer or as it directs and the related share certificatePurchaser copies of its corporate approvals referred to in clause 2(a) above; (bii) a power of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf cause to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition delivered to the Buyer; (c) the statutory books Purchaser instruments of each Group Company (including any separate sheet minutes transfer in respect of the Subsidiary, if applicableShares duly completed in favour of the Purchaser (or such other person as the Purchaser shall nominate to hold the legal title to the Shares (in accordance with clause 2(d) complete and accurate up above) being transferred under this Agreement (the “Escrow Agent”)); and (iii) undertake to Completion and any company seal(s), certificates use its best endeavours to procure that a meeting of incorporation, certificates the board of incorporation on change directors of name and all share certificates the Company is held at which: (1) resolutions for the registration of each Group Companythe Escrow Agent holding the legal title to the Shares for the Purchaser are passed; (d2) the Registered Agent is instructed to provide a signed deed addressed by certified copy of the updated register of members to the Purchaser and the Seller to and such other persons as the Buyer and to Purchaser or the Seller may nominate; and (3) any director of the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company authorised to the Seller or to any Seller’s Associate or vice versa; (e) letters of resignation in agreed form from each director of each Group Company and the secretary of each Group Company (if any); (f) a letter, in agreed form, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning of section 790C of the Companies Act 2006) in relation to the Company; (g) the Disclosure Letter; (h) the consultancy agreement execute share certificates in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the parties; (i) deeds names of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation Escrow Agent and deliver the same to the provision of such share awards in the Sellerpersons or to such other persons as they may nominate; (j4) earn-in letter agreements in the agreed form executed by certain execution of the employees Shareholders’ Agreement by the Company is approved and any director of the Group Companies (as determined by Company is authorised to execute the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour Shareholders’ Agreement for and on behalf of the Company; (l5) an intellectual property assignment the amendment and restatement of the memorandum and articles of association of the Company is approved and the Registered Agent is authorised to file all relevant documents with the Registrar of Corporate Affairs in the agreed from XXXX00.Xxx Limited (UK) in favour of the CompanyBritish Virgin Islands; and (m6) a settlement agreement any changes to the directors and officers (as appropriate) of the Company as set out in the agreed form duly executed Shareholders’ Agreement are approved and the Registered Agent is authorised and instructed to update the Company’s registers of directors and officers (as appropriate) to reflect such changes and deliver copies of the same to the Seller and the Purchaser; unless in any case waived by Xxxxxx Xxxxxx the Purchaser; (together b) the Purchaser must, following compliance by the Seller with the associated advisers certificateprovisions of clause 5.2(a) dated at least one Business Day above: (i) cause to be delivered to the Seller copies of its corporate approvals referred to in clause 2(a) above; (ii) pay the Purchase Price into the account of the Seller, details of which must have been notified to the Purchaser prior to Completion, by electronic transfer of funds for same day value; unless in either case waived by the date of Seller; and (c) the assignments referred to at clauses 6.2(k) Seller, the Purchaser and (I) abovethe Escrow Agent must execute the Shareholders’ Agreement.

On Completion. (A) the Seller Vendor shall deliver or procure delivery to the Buyer:Purchaser:- (ai) a completed Instruments of transfer and signed transfer sold notes in respect of the Sale Shares to duly executed by the Buyer Vendor in favour of the Purchaser or subsidiary company as it directs and the related share certificatePurchaser may nominate; (bii) a power of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer; (c) the statutory books of each Group Company (including any separate sheet minutes The share certificate in respect of the Subsidiary, if applicable125,000,000 Sale Shares such Share Certificate to be issued prior to completion and held in escrow under the terms of the Escrow Agreement as set out in Schedule 7; (iii) complete and accurate up Certified true copies of any power of attorney or other authority pursuant to Completion which this Agreement and any company seal(sdocument referred to herein may have been executed; (iv) Letters of resignation by such of the existing directors and secretaries of the Company as the Purchaser may nominate in writing, such resignations to confirm that they have no claims against the Company, whether by way of compensation for loss of office or otherwise howsoever, such resignations to take effect immediately following Completion; (v) The duly executed Tax Indemnity; (vi) Certified true copies of the Board Minutes of the Company resolving the matters as referred to in Clause 8.2(C), certificates ; (vii) The letter of incorporation, certificates resignation of incorporation on change the existing auditors of name and all share certificates the Company confirming that they have no outstanding claims of each Group any kind against the Company together with a statement pursuant to applicable provisions of Philippine Corporate Law to the effect that there are no circumstances connected with such resignation that the existing auditors consider should be brought to the notice of members or creditors of the Company; (dviii) a signed deed addressed Evidence of the revocation of all existing mandates in respect of the operation of the bank accounts of the Company together with the issue of new mandates giving authority to such persons as the Purchaser may nominate; (ix) Written confirmation from the Vendor that there are no subsisting guarantees given by the Seller to Company in favour of any entity and that after compliance with clause 8.2(B) the Buyer and Vendor will be indebted to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versa; (ex) letters The statutory books of resignation the Company complete with certificate of incorporation and common seal; (xi) Title Deeds and Agreements and all related correspondence relating to the Property; (xii) Certificates by the Company's banks of the amount standing to the debit or credit of such accounts at the close of business on the day proceeding by 48 hours the day of Completion; (xiii) All credit and/or charge cards held by the Directors for the account of the Company be delivered to the Purchaser; (xiv) A certificate from the Vendor to the Company in the agreed form as to the title of the Company to the Properties; (xv) delivery of the service agreements for the Officers of the Company who are presently employed by the Vendor and who will continue to offer their services to the Company under identical terms being seconded from each director the Vendor to provide full-time service to the Company with no xxxx-up from the Vendor of each Group cost of employment or recovery of past benefits or rights save for an increase in base salary of 5% commencing January 1, 2003. (xvi) The Disclosure Letter duly signed by the Vendor. (B) The Vendor shall repay all monies owing by them to the Company whether due for payment or not. (C) The Vendor and the secretary Purchaser shall procure that a board meeting of each Group the Company be held at which resolutions shall be passed approving:- (if anyi) the registration of the transfer of the Sale Shares (subject to the production of duly completed and stamped transfers); (fii) a letter, in agreed form, from the Seller confirming that upon Completion it has ceased to resignation of such directors as may be a registrable relevant legal entity (within required by the meaning of section 790C of the Companies Act 2006) in relation to the CompanyPurchaser; (giii) the Disclosure Letterappointment of such additional directors as may be required by the Purchaser; (hiv) the consultancy agreement in the agreed form between entry into and execution by the Company and Xxxxxxx Xxxxxxx signed by the parties; (i) deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the Seller; (j) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour of the Company; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the CompanyTax Indemnity; and (mv) the cancellation of all existing bank mandates in force for the Company [and the Subsidiaries] and their alteration and a settlement agreement notice of change of the correspondence address of the Company shall be delivered in such manner as the agreed form duly executed by Xxxxxx Xxxxxx (together with Purchaser shall at Completion reasonably require provided that any such request of the associated advisers certificate) dated at least one Purchaser shall be notified to the Vendors not less than 2 Business Day Days prior to the date of the assignments referred to at clauses 6.2(k) and (I) aboveCompletion.

On Completion. (A) the Seller shall deliver to or procure the Buyer: (a) a completed and signed transfer of the Sale Shares delivery to the Buyer or as it directs and the related share certificateBuyer’s Solicitors of: (1) duly executed transfers of the Shares in favour of the Buyer or the Buyer’s nominee(s); (b2) the certificates for the Shares or an indemnity in a power form reasonably required by the Buyer in the case of any missing certificates; (3) such waivers, consents or other documents as the Buyer may reasonably require to enable the Buyer or its nominee(s) to become the registered holder of the Shares; (4) share certificates for all issued shares in the capital of each Target Company; (5) duly executed forms of cancellation of all bank mandates given by each Target Company; (6) duly executed Intra-Group Loan Releases; (7) duly executed powers of attorney in agreed form appointing the Agreed Form from the Seller in favour of the Buyer as attorney pending to enable the Buyer’s registration as a member Buyer to exercise all rights attaching to the Shares until the Buyer or its nominee(s) becomes the registered holder of them; (8) the written resignations in the Agreed Form of each director and secretary of the Company with power on Target Companies; (9) undertakings regarding Completion from the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which Solicitors in the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the BuyerAgreed Form; (c10) releases in the Agreed Form from each individual entitled to receive a portion of the MIP Payment; (11) to the extent not under the possession and control of any Target Company, the statutory books registers and minute books, the common seal (if any), share certificate books, the certificate of each Group Company (including any separate sheet minutes in respect of the Subsidiary, if applicable) complete and accurate up to Completion incorporation and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates of each Group Target Company; (d12) a signed deed addressed by the Seller to documents which evidence the Buyer and to satisfaction of the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versa; (e) letters of resignation Condition in agreed form from each director of each Group Company and the secretary of each Group Company (if anyclause 2.1(A); (f13) a lettercertificate from a director of the Seller, in agreed formthe Agreed Form, from the Seller confirming that upon Completion it there has ceased been no Leakage other than Permitted Leakage since the Effective Date (“Director’s Leakage Certificate”); (14) to be a registrable relevant legal entity the extent not under the possession and control of any Target Company, all books of account and other records relating to the business, including all insurance policies, financial and taxation records; (within 15) the meaning of section 790C of security and authentication codes for the Companies Act 2006) in relation to the House WebFiling service and Protected Online Filing Scheme for each Target Company; (g16) any counterparty documents which require the Disclosure Letterexecution of any member of the Seller’s Group or any of its Affiliates to effect the release of the Umbrella Agreement; (h17) counterparts of the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed Deed of Release duly executed by the partiesSecurity Trustee and the other parties thereto; (i18) deeds of release in shall procure that the agreed form between each documents requesting the de-listing of the employees Target Group’s listed Eurobond loan notes shall be filed with the Channel Islands Stock Exchange within two (2) Business Days of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the SellerCompletion Date; (j19) earn-in letter agreements in the agreed form executed by certain a copy of the employees of the Group Companies (as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour of the Company; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and (m) a settlement agreement in the agreed form duly executed by Xxxxxx Xxxxxx (together with the associated advisers certificate) dated at least one Business Day Deed of Retirement and Release which shall have been entered into on or prior to the date of this Agreement; and (20) a copy of the assignments referred duly executed Termination Deed which shall have been entered into on or prior to the date of this Agreement; (B) the Seller shall procure that a meeting of the board of directors of the Company and of the other relevant Target Companies shall be held at clauses 6.2(k) which the business necessary to approve and (I) aboveeffect the Transaction and the above matters is carried out and, in the case of the Seller, as detailed in the Completion Board Minutes.

On Completion. the Seller 1.1 The Sellers shall deliver to the BuyerBuyer or make available for collection by the Buyer or its authorised representatives: (a) a stock transfer forms in respect of the Shares duly completed and signed transfer executed in favour of the Sale Shares to the Buyer or as it directs may direct, together with the relevant share certificates (or an express indemnity in a form satisfactory to the Buyer in the case of any missing certificate) and duly executed powers of attorney or other authorities under which any of the related share certificatetransfers have been executed; (b) copies of forms completed by those holders of options under the On Demand Group Limited Share Option Scheme 2005 who have agreed to cancel their options in exchange for a power of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf to execute cash payment payable by Xxxxxx Xxxxxx Xxxxxxxx and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the BuyerXxxxxxx Xxxxxxx Xxxxx; (c) copies of exercise notices and stock transfer forms executed by or on behalf of Xxxx Xxxxxxx, Xxxxx XxXxxxx and Xxx Xxxxxxx in relation to the transfer of shares previously held by the On Demand Group Employee Benefit Trust; (d) any waivers or consents specified by the Buyer prior to Completion in the Agreed Form to enable the Buyer or its nominees to become the registered holders of the Shares; (e) the statutory and minute books (written up-to-date), common seal (if any), certificate of each Group Company (including any separate sheet minutes in respect of the Subsidiary, if applicable) complete and accurate up to Completion incorporation and any company seal(s), certificates of incorporation, certificate or certificates of incorporation on change of name name; (f) the financial and all share certificates accounting books and records of each Group Company; (dg) duly completed and executed transfers (in favour of such person(s) as the Buyer may direct) of all shares or other interests in the Subsidiaries not registered in the name of the Company or any other Group Company together with the relevant share certificates; (h) a signed deed addressed by of release and letter of non-crystallisation in the Seller Agreed Form in respect of each and any Encumbrance to which the Shares, the Company or any of its property or assets is subject; (i) evidence in a form satisfactory to the Buyer that each Group Company is released from all Encumbrances and Guarantees given by, or binding on them in respect of any debt, liability or other obligation of any person other than a Group Company; (j) the Bank Reconciliation Statement; (k) a letter from the Company to be sent to such persons as may be agreed by the Sellers and the Buyer notifying them of Completion; (l) all cheque books and unused cheques and paying-in-books in the name of any Group Company and all credit, debit and charge cards held by any person other than those held by Xxxxxx Xxxxxx Xxxxxxxx or Xxxxxxx Xxxxxxx Xxxxx for the account of any Group Company; (m) the service agreement between each of Xxxxxx Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxx Xxxxx and the Company duly executed by them; (n) Compromise Agreements (in the Agreed Form); (o) a letter executed as a deed, in the Agreed Form from each of Xxxx Xxxxxxx and Xxx Xxxxxxx each resigning from their position as director from On Demand Management Limited and On Demand Productions Limited respectively; (p) a letter, in the Agreed Form, from Xxxxxx Xxxxxx Xxxxxxxx, Xxxxx XxXxxxx and Xxxxxxx Xxxxxxx Xxxxx addressed to the Company and the Buyer, waiving all Group Companies acknowledging that there is no outstanding indebtedness rights to receive any special bonus which may arise as a result of Completion; (q) a deed, in the Agreed Form, executed by each of the Sellers formally terminating (with effect from Completion) the amended and restated shareholders agreement dated 16 October 2003 made between (inter alia) the Company and Xxxxxxx Xxxxx (the “Shareholders Agreement Termination Deed”); (r) a deed, in the Agreed Form, executed by each of the Sellers, formally terminating (with effect from Completion) the amended and restated Business Development Agreement dated 16 October 2003 (as amended) and made between (inter alia) the Company and the Buyer (the “Business Development Agreement Termination Deed”). 1.2 The Sellers shall repay or procure repayment of all sums (if any) owing at Completion from to any Group Company by the Sellers or by the directors of any Group Company or any of their connected persons whether or not such sums are due for repayment. 1.3 The Sellers shall procure that a meeting of the board of directors of the Company is held at which: (a) the stock transfer forms referred to in paragraph 1.1(a) of this Schedule are approved and (subject only to their being duly stamped) registered in the Company’s books notwithstanding any provision to the Seller or contrary in the Company’s articles of association; (b) the persons nominated by the Buyer are appointed as directors and secretary of the Company; (c) the accounting reference date of the Company is changed from 31 August to any Seller’s Associate or vice versa31 January; (d) all existing mandates given by the Company to its bankers are revoked and/or revised in such manner as the Buyer may require; (e) letters the service agreements between each of resignation in agreed form from each director Xxxxxx Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxx Xxxxx and the Company are approved and entered into by the Company. 1.4 The Buyer shall deliver: (a) as evidence of the authority of each Group Company and person executing the secretary of each Group Company following documents: (if any)i) this agreement; (f) a letter, in agreed form, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning of section 790C of the Companies Act 2006) in relation to the Company; (gii) the Disclosure Letter; (hiii) the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the partiesShareholders Agreement Termination Deed; (iiv) deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the SellerBusiness Development Agreement Termination Deed; (jv) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour of the Company; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and (m) a settlement agreement in the agreed form duly executed by Xxxxxx Xxxxxx (together with the associated advisers certificate) dated at least one Business Day prior to the date of the assignments referred to at clauses 6.2(k) and (I) above.any other Buyer Documents,

On Completion. the Seller shall deliver to the Buyer: (a) a completed and signed transfer of the Sale Shares Sellers shall deliver or cause to be delivered to the Buyer or as it directs the Buyer shall direct: (i) counterparts of this Agreement, the Disclosure Letter and the related share certificateService Agreements duly executed by them; (bii) a power of attorney duly completed and executed stock transfer forms in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder respect of the Sale Shares together with power to sub-delegate this power and power to appoint a substitute attorney in addition the share certificates relating to the BuyerSale Shares (or indemnities in a form satisfactory to the Buyer in the case of missing certificates); (ciii) the statutory books letters of each Group resignation in the agreed form executed by any officers of the Company who are resigning as officers on Completion; (iv) the certificates of incorporation (including any separate sheet minutes in respect of the Subsidiary, if applicable) complete and accurate up to Completion and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates name) of each Group Company; (d) a signed deed addressed by the Seller to the Buyer and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group statutory and minute books required to be kept by the Company pursuant to the Seller or Act (in each case up to any Seller’s Associate or vice versa; date up to (ebut not including) letters of resignation in agreed form from each director of each Group Company and Completion), the secretary of each Group Company common seal (if any); (f) a letter, in agreed form, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning of section 790C of the Companies Act 2006) in relation to the Company; (g) the Disclosure Letter; (h) the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the parties; (i) deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller any cheque books and the Seller in relation to the provision of such share awards in the Seller; (j) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour credit cards of the Company; (lv) an intellectual property assignment statements showing the current balances on all bank accounts, overdraft and loan facilities held by the Company as at the close of business on the Business Day prior to Completion; (vi) evidence satisfactory to the Buyer that any Encumbrances affecting the Company have been unconditionally released (save for the Encumbrances securing the existing facilities with Bank of Scotland (details of which have been Disclosed)); (vii) all the financial and accounting books and records of the Company; (viii) counterparts of the document referred to in Clause 3.2(c) confirming the Sellers’ assent to the Buyer’s Operating Agreement; and (ix) a duly executed power of attorney in the agreed from XXXX00.Xxx Limited form in favour of the Buyer in respect of the Sale Shares; (b) the Sellers shall procure that a board meeting of the Company is held at which (amongst other things) the following business shall be transacted: (i) the transfer of the Sale Shares, the entry of the name of the Buyer in the register of members of the Company and the issue to the Buyer of share certificates in respect of the Sale Shares shall be approved, subject to stamping; (ii) the appointment of such people nominated by the Buyer to the board of directors shall be approved with immediate effect; (iii) the resignation of Xxxxxx Xxxxx and the appointment of such person nominated by the Buyer as the Company Secretary shall be approved with immediate effect; (iv) PKF (UK) in favour LLP shall be appointed as the auditors of the Company; and (mv) the Service Agreements shall be approved; (c) the Buyer shall, following completion of the above matters: (i) deliver or cause to be delivered to the Sellers (or as the Sellers shall direct) duly executed counterparts of this Agreement and the Disclosure Letter; (ii) deliver or cause to be delivered to the Sellers (or as the Sellers shall direct) a settlement agreement copy of the duly executed Loan Note Instrument and loan note certificates thereunder in favour of the Sellers in the agreed form duly executed by Xxxxxx Xxxxxx Due Proportion; (together with iii) issue the associated advisers certificate) dated at least one Business Day prior Consideration Shares to the date of Sellers; (d) the assignments referred to at clauses 6.2(k) and (I) aboveTax Covenant shall come into force.

On Completion. (i) In respect of each Covidien Share subject to the Seller Scheme: (A) Holdco and IrSub shall pay their respective portions of the Cash Consideration to the applicable Covidien Shareholders (and/or their nominees); and (B) Holdco shall issue 0.956 (the “Exchange Ratio”) of a Holdco Share (the “Share Consideration” and, together with the Cash Consideration and any cash in lieu of Fractional Entitlements due to a Covidien Shareholder, the “Scheme Consideration”) to the applicable Covidien Shareholders (and/or their nominees), which Share Consideration shall be duly authorised, validly issued, fully paid and non-assessable and free of Liens and pre-emptive rights; provided, however, that no fractions of Holdco Shares (the “Fractional Entitlements”) shall be issued by Holdco to the Covidien Shareholders under this Clause 8.1(c)(i)(B), and all Fractional Entitlements that would otherwise have been due to any Covidien Shareholders shall be aggregated and sold in the market by the Exchange Agent with the net proceeds of any such sale distributed pro-rata to such Covidien Shareholders in accordance with the Fractional Entitlements to which they would otherwise have been entitled; in each case, in accordance with the terms and conditions of the Scheme; and (ii) Covidien shall deliver to the BuyerHoldco: (aA) a completed and signed transfer certified copy of the Sale Shares resolutions referred to the Buyer or as it directs and the related share certificatein Clause 8.1(b)(i); (bB) a power letters of attorney resignation from the directors that are removed from Covidien in agreed form appointing accordance with Clause 8.1(b)(i)(B) (each such letter containing an acknowledgement that such resignation is without any claim or right of action of any nature whatsoever outstanding against Covidien or the Buyer as attorney pending the Buyer’s registration as a member Covidien Group or any of the Company with power their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer; (c) the statutory books of each Group Company (including any separate sheet minutes other grounds whatsoever in respect of the Subsidiary, if applicableremoval); and (C) complete and accurate up to Completion and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates in respect of each Group Company;the aggregate number of shares in the capital of Covidien to be issued to Holdco and IrSub (and/or its nominees) in accordance with the Scheme. (diii) Covidien shall cause an office copy of the Court Order and a signed deed addressed copy of the minute required by Section 75 of the Seller Act to be filed with the Buyer Companies Registration Office and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versa; (e) letters of resignation in agreed form from each director of each Group Company and the secretary of each Group Company (if any); (f) a letter, in agreed form, obtain from the Seller confirming that upon Completion it has ceased to be Registrar of Companies a registrable relevant legal entity (within the meaning Certificate of section 790C of the Companies Act 2006) Registration in relation to the Company;reduction of share capital involved in the Scheme. (giv) Medtronic and Holdco shall cause the Disclosure Letter; Holdco Memorandum and Articles of Association to be amended and restated in their entirety in such form as the Parties, acting reasonably, mutually agree (h) the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the parties; (i) deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the Seller; (j) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour of the Company; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and (m) a settlement agreement in the agreed form duly executed by Xxxxxx Xxxxxx (together with the associated advisers certificate) dated at least one Business Day prior to the date of the assignments referred to at clauses 6.2(k) and (I) aboveincluding passing appropriate resolutions for this purpose).

On Completion. the Seller Vendors and the Company (if appropriate) shall deliver or make available to the BuyerPurchaser: (ai) a completed and signed transfer duly executed transfers of the Sale Shares to in favour of the Buyer Purchaser or as it directs and may direct accompanied by the related relative share certificatecertificates; (bii) the written resignations from their office as directors from all the directors of the Group Companies to take effect on the Completion Date with acknowledgments signed by each of them in a power form satisfactory to the Purchaser to the effect that he has no claim against any Group Company for compensation for loss of attorney office (whether contractual, statutory or otherwise) in agreed form appointing the Buyer as attorney pending the Buyer’s registration his capacity as a member of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the BuyerDirector only; (ciii) the written resignations of the auditors of each Group Company to take effect on the date of Completion, with acknowledgments signed by each of them in a form satisfactory to the Purchaser to the effect that they have no claim against any Group Company and containing the statement referred to in Section 394 of the Companies Xxx 0000 to the effect that there are no circumstances connected with their resignation which they consider should be brought to the notice of the members or creditors of any Group Company; (iv) the certificates of incorporation, corporate seals (if any), cheque books, if so requested by the Purchaser, and statutory books of each Group Company (including any separate sheet minutes duly written up-to- date), the share certificates in respect of each of the SubsidiarySubsidiaries and transfers of all shares in the Subsidiaries held by nominees in favour of the Purchaser or as it may direct; (v) duly executed deeds of release in the agreed terms releasing each Group Company from any liability whatsoever (actual or contingent) (other than arising out of any service agreement or employment contract, if applicablethe ESOT and save as otherwise provided in this Agreement) complete and accurate up which may be owing to Completion any Vendor in such capacity and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates of person for whom that Vendor is a trustee or personal representative by each Group Company; (dvi) the title deeds to the Property together with a signed deed addressed statutory declaration in respect of any missing title deeds, in a form to be approved by the Seller Purchaser, such approval not to the Buyer and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller be unreasonably withheld or to any Seller’s Associate or vice versadelayed; (evii) letters deeds of resignation in agreed form from each director of each Group Company and the secretary of each Group Company (if any); (f) a letter, in agreed form, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning of section 790C of the Companies Act 2006) in relation to the Company; (g) the Disclosure Letter; (h) the consultancy agreement covenant in the agreed form between the Company and Xxxxxxx Xxxxxxx signed terms duly extended by the parties; (i) deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the Seller; (j) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour of the Company; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and (m) a settlement agreement in the agreed form duly executed by Xxxxxx Xxxxxx (together with the associated advisers certificate) dated at least one Business Day prior to the date of the assignments referred to at clauses 6.2(k) and (I) above.Xx X. X. Xxxxxx, Xx X. X.

On Completion. (a) the Seller Vendors shall deliver or procure the delivery to the BuyerPurchaser: (ai) a stock transfer forms, duly completed and signed transfer executed by the registered holders, in favour of the Sale Shares to the Buyer Purchaser (or as it directs and the related share certificate; (bmay direct) a power of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer; (c) the statutory books of each Group Company (including any separate sheet minutes in respect of the Subsidiary, if applicableShares together with the relevant share certificates; (ii) complete irrevocable powers of attorney in favour of the Purchaser in the agreed form executed by each of the Vendors in respect of the Shares registered in their names to enable the Purchaser (pending registration of transfers of the Shares) to exercise all voting and accurate up other rights attaching to Completion the shares and any company seal(s), certificates to appoint proxies for this purpose; (iii) the certificate of incorporation, any certificates of incorporation on change of name or re-registration, the statutory books written up to date, share certificate books, minute books, and all share certificates the common seal of each Group Company; (div) a signed deed addressed subject to clause 4.2(d)(ii) and (iii) duly executed releases of all charges granted by the Seller to the Buyer and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versadetails of which are set out in Schedule 7; (ev) letters of resignation in agreed form from each director of each Group Company and all title deeds relating to the secretary of each Group Company (if any)Properties including all documents relating to the Tenancies and, where the Properties are charged, Forms DS1 or receipted Legal Charges as appropriate; (fvi) a letter, in agreed form, statement of all overdraft and credit balances from each Group Company's bankers and other lenders as at the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within close of business on the meaning of section 790C of the Companies Act 2006) in relation to the Companyday two days before Completion; (gvii) the Disclosure Letter; (hviii) the consultancy agreement in Letter of Instruction and the agreed form between Redcliffe Letter of Instruction signed for and on behalf of the relevant signatories (excluding the Purchaser). (b) The Vendors shall repay all monies then owing by them to any Group Company whether due and Xxxxxxx Xxxxxxx signed by the parties;payable or not. (c) The Vendors shall procure that a board meeting of each Group Company is held at which: (i) deeds of release the stock transfer forms referred to in sub-clause (a) (i) are approved and (subject to them being appropriately stamped) registered in the agreed form between each of the employees of the relevant Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the SellerCompany's books; (jii) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (as determined persons nominated by the Buyer) in relation to the potential issue Purchaser are appointed as directors and secretary of additional shares in Xxxxxxxx.xxx Limited to such personseach Group Company and any requested resignations are implemented; (kd) an intellectual property assignment in When the agreed form from Vendors have complied with the Seller in favour provisions of sub-clauses (a)-(c) inclusive, the Purchaser shall: (i) advance to the Company the sum of (Pounds)12,950,000 by way of loan, such loan to be interest free and repayable on demand by telegraphic transfer to the client account of the CompanyVendors' solicitors, Osborne Clarke OWA at the National Westminster Bank pxx, xxxxxxx xxmber 00708542, sort code 56-00-05; (lii) an intellectual property assignment pay the amount of the Xxxxxxxxn (as defined in Schedule 9) into the Retention Account (as therein defined); (iii) pay the amount of the Redcliffe Retention (as defined in Schedule 10) into the Redcliffe Retention Account (as therein defined); (iv) pay to the Vendors and 3i the Consideration for the Shares namely the sum of (Pounds)3,750,000 (less in the agreed from XXXX00.Xxx Limited (UKcase of 31, the amount of the Retention and in the case of the Vendors and 31, less their proportionate share of the Redcliffe Retention) in favour the proportions set out in Schedule 1 by telegraphic transfer to the client account of the Company; andVendors' solicitors, Osborne Clarke OWA at the National Westminster Bank plc, xxxxxxx xxmber 00708542, sort code 56-00-05; (mv) a settlement agreement in sign the agreed form duly executed by Xxxxxx Xxxxxx (together with Letter of Insxxxxxxxx and the associated advisers certificate) dated at least one Business Day prior to the date Redcliffe Letter of the assignments referred to at clauses 6.2(k) and (I) aboveInstruction.

On Completion. (a) the Sellers shall deliver to or, if the Buyer shall so agree, make available to the Buyer: (i) transfers in common form relating to all the Shares being sold by that Seller (and only that Seller) hereunder duly executed in favour of the Buyer (or as it may direct); (ii) share certificates (or indemnities for lost share certificates) relating to such Shares (and only such Shares); (iii) a copy of the resolution of the directors of the Institutional Seller authorising the execution by the Institutional Seller of each of the Transaction Documents to which the Institutional Seller is a party; (iv) a duly executed power of attorney in the agreed terms authorising the Buyer to exercise the rights attaching to such Shares (and only such Shares) pending registration of the transfer of them to the Buyer; (v) a certified copy of any power of attorney under which this Agreement or any of the transfers or other documents referred to in this clause 4.2(a) is executed and evidence to the Buyer’s reasonable satisfaction of the authority of any person signing on behalf of a corporate entity; (vi) the certificates in respect of all issued shares in the Subsidiaries (or indemnities for lost share certificates); (vii) letters of resignation in the agreed terms from each of Xxxx Xxxx, Xxxxxxx Round and Ajay Xxxxxxxxx Xxxx as directors of the Company and any other Group Company on whose board of directors they may serve and letters of resignation in the agreed terms from Xxxxxxx Round or Company Secretary of the Company and any other Group Company; (viii) a copy of an unqualified notice of resignation from the auditors of each Group Company (other than Cobham MAL Limited) as prescribed by section 516 of the Companies Xxx 0000 accompanied by a statement under section 519 of the Companies Xxx 0000, if required, and confirming that such auditors have no claims for loss of office, unpaid fees or expenses or otherwise (the original of such notice (and statement if relevant) to be deposited by the Institutional Seller at the registered office of the relevant company); (ix) (subject to the Buyer having complied with its obligations under clause 4.2(d)(ii)) deeds of release and termination, in agreed terms and executed and delivered by KBC and any members of the Retained Group which are expressed to be a party, in respect of any guarantees, Encumbrances (including the KBC Debenture and KBC Charge) or any other obligations of any Group Company in relation to the KBC Facilities; (x) the Trade Xxxx Licence Agreement duly executed by the Institutional Seller and the Company; and (xi) the Transitional Services Agreement duly executed by the Institutional Seller and the Company; and (xii) the Disclosure Letter duly executed by the Institutional Seller; (b) the Individual Seller shall deliver to the Buyer: (ai) a completed and letter (in agreed form), duly signed transfer by each person who holds any Share Options, confirming that, conditional upon receipt of the Sale Shares payment contemplated by clause 15.4(ii), he shall cease to have any contractual right to subscribe for shares in the Buyer or as it directs and capital of the related share certificateCompany under the terms of his Share Options; (bii) the certificates of incorporation, all certificates on a power change of attorney in agreed form appointing name, statutory books, minute books, the Buyer as attorney pending the Buyer’s registration as a member common seal (if any), share certificate books of the Company with power on the Seller’s behalf and each Group Company, written up to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the BuyerCompletion; (c) the statutory books Sellers shall procure in agreed terms the passing of board resolutions of each Group Company prior to the taking effect of the resignations referred to in paragraph 4.2(a)(viii): (including any separate sheet minutes i) (in the case of the Company) sanctioning for registration (subject where necessary to due stamping) the transfers in respect of the Subsidiary, if applicableShares; (ii) complete accepting the resignations referred to in clauses 4.2(a)(vii) at the end of the Board meetings at which the appointments in paragraph 4.2(d)(iii) are made; (iii) appointing Bel Xxxxx and accurate up Xxxxx Xxxxxxx to Completion be directors and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates Xxxxx Xxxxxxx to be secretary of each Group Company; and (iv) appointing Ernst & Young as auditors to each Group Company (other than Cobham MAL Limited); (d) a signed deed addressed by the Seller to the Buyer and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versa; (e) letters of resignation in agreed form from each director of each Group Company and the secretary of each Group Company (if any); (f) a letter, in agreed form, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning of section 790C of the Companies Act 2006) in relation to the Company; (g) the Disclosure Letter; (h) the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the parties;shall: (i) deeds pay the Completion Consideration to the Sellers’ Solicitors by telegraphic transfer of release in immediately available funds to the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller following account (and the Seller in relation delivery of such sum shall be a complete discharge to the provision Buyer of its obligation to pay such share awards in sum to the Seller;Sellers): Account Name: Xxxxxxxx & Xxxxx International LLP client account Bank: Barclays Bank plc, 0 Xxxxxxxxx Xxxxx, London, E14 5HP Account number: [Redacted] Sort Code: [Redacted] SWIFT: [Redacted] IBAN: [Redacted] (jii) earnput the Company (or as the case may be) C-MAC Microcircuits Limited in letter agreements funds in the agreed form executed by certain of the employees of the Group Companies (as determined by the Buyer) in relation an amount equal to the potential issue of additional shares in Xxxxxxxx.xxx Bank Pay-Off Amount so as to enable C-MAC Microcircuits Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour of the Company; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and (m) a settlement agreement in the agreed form duly executed by Xxxxxx Xxxxxx (together with the associated advisers certificate) dated at least one Business Day prior to the date of the assignments referred to at clauses 6.2(k) and (I) above.to:

On Completion. the Seller Sellers shall deliver to the Buyer: (a) a completed and signed transfer transfers in common form relating to all the Shares duly executed in favour of the Sale Shares to the Buyer (or as it directs and the related share certificatemay direct); (b) a power of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition share certificates relating to the BuyerShares; (c) any waivers or consents by the statutory books of each Group Company (including any separate sheet minutes or other persons which the Buyer has specified prior to Completion in respect the agreed terms so as to enable the Buyer or its nominees to be registered as the holders of the Subsidiary, if applicable) complete and accurate up to Completion and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates of each Group CompanyShares; (d) the resignation in the agreed terms duly executed as a signed deed addressed by of Susan Morag Evans as a director and secretary of the Seller Company from hex xxxxxxs as director and secretary of the Company containing a confirmation that she has no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or termination of employment or for unpaid remuneration or otherwise together with delivery to the Buyer and to of all property of the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller in her possession or to any Seller’s Associate or vice versaunder her control; (e) letters the written resignation of resignation in agreed form from each director the auditors of each Group the Company containing an acknowledgement that they have no claim against the Company for compensation for loss of office, professional fees or otherwise and a statement under section 394(1) of the secretary of each Group Company (if any)Companies Act 1985; (f) a letterthe common seals, in agreed formcertificates xx xxxxxxxxxxxxx and statutory books, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning share certificate books and cheque books of section 790C of the Companies Act 2006) in relation to the Company; (g) a release in the Disclosure Letteragreed terms duly executed as a deed by each of the Sellers releasing the Company and its respective officers or employees from any liability whatsoever (actual or contingent) which may be owing to the Sellers or any of their connected persons by the Company and confirming that each of the Sellers has no claims (whether statutory, contractual or otherwise) against the Company for compensation or for unpaid remuneration or otherwise; (h) the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed Service Contract duly executed by the partiesWinston Paul John Evans; (i) deeds of release to the extent not in the agreed form between each xxxxxxxxxx xf xxx Xxxxxny, all books of account or references as to customers and/or suppliers and other records and all insurance policies in any way relating to or concerning the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the Seller; (j) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour businesses of the Company; (lj) an intellectual property assignment to the extent not in the agreed from XXXX00.Xxx Limited (UK) in favour possession of the Company, all licences, consents, permits and authorisations obtained by or issued to the Company or any other person in connection with the business carried on by any of them and such contracts, deeds or other documents (including assignments of any such licences) as shall have been required by the Buyer's Solicitors prior to the date hereof; (k) copies of any confidentiality undertakings (which the Sellers shall procure shall be assigned to the Company by Fairmount Partners) given to the Sellers by any person within the last two years in relation to a sale or potential sale by the Sellers of the Company or its assets and undertakings; and (ml) a settlement agreement variations in the agreed form terms in respect of the Lease duly executed as a deed by Xxxxxx Xxxxxx (together with the associated advisers certificate) dated at least one Business Day prior to the date of the assignments referred to at clauses 6.2(k) Winston Paul John Evans and (I) aboveSusan Morag Evans.

On Completion. the Seller Sellers shall deliver to the Buyer: (a) a completed and signed transfer of the Sale Shares to the Buyer or as it directs and the related share certificate; (b) a power of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to executeor, deliver and do and exercise if the Buyer was registered shall so agree, make available to the UK Buyer or the US Buyer, as indicated below (by way of nomination by the holder Buyer of the Sale entity to which the relevant Assets are to be transferred): (A) share certificates representing the AHL Shares, together with a stock transfer form relating to all the AHL Shares with power to sub-delegate this power and power to appoint a substitute attorney duly executed in addition to favour of the UK Buyer; (cB) stock certificates: (C) resignations in the agreed form of the persons listed in schedule 7 from their offices as director or secretary of any Group Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against any Group Company; (D) to the extent not in the possession or control of the relevant Group Company, the statutory books of each Group Company (including any separate sheet minutes incorporated in respect the United Kingdom and in the case of each other Group Company their equivalent in the Subsidiary, if applicable) complete and accurate up to Completion and any company seal(s), certificates jurisdiction of incorporation, certificates of its incorporation on change of name and all share certificates books of each account concerning the businesses of any Group Company; (dE) a signed deed addressed by an acknowledgement in the Seller agreed form from Armor to the Buyer effect that, on behalf of itself and the other members of the Sellers' Group (by whom it confirms it has been authorised to act), Armor confirms that save for those debts outstanding from the Company and all Group Companies acknowledging that to members of the Sellers' Group to be paid pursuant to clauses 3.4(B) and 3.5, there is will be no outstanding indebtedness owing at Completion from debt owed by any Group Company to any member of the Seller or Sellers' Group immediately following the Actual Reconciliation Date and, to any Seller’s Associate or vice versathe extent that such confirmation should be inaccurate, waives with effect from the Actual Reconciliation Date all rights in respect of the same; (eF) letters the Tax Deed, duly executed by Armor; (G) the Trade Xxxx Assignment, duly executed by Armor; (H) the Non-US Trade Xxxx Assignment, duly executed by Armor; (I) the Technology Assignment and the Russian Novation Agreement duly executed by Armor and, in the case of resignation the Russian Novation Agreement, Armor Group LP; (J) a deed of assignment in the agreed form respect of the UN Contract, duly executed by AGS; (K) a power of attorney in the agreed form from each director of the registered holder(s) of the Shares other than the US Shares entitling the UK Buyer or the US Buyer, as appropriate, to exercise all voting and other rights applicable to the Shares pending registration of their transfer in the name of the UK Buyer or the US Buyer, as appropriate; (L) the share certificates or other documents of title in respect of all shares or limited partnership interests (as applicable) in those of the Subsidiaries incorporated or otherwise existing under the laws of the United Kingdom, the United States, Colombia, Ecuador and Jersey, together with: 1 to the extent not in the possession of a Group Company, the share certificates or other documents of title in respect of all shares in all other Subsidiaries where such shares are registered in the name of a Group Company; and 2 declarations of trust in favour of a Group Company in respect of all shares in all other Subsidiaries other than ArmorGroup Peru SAC where such shares are held by a nominee on behalf of a Group Company, being all shares not registered in the name of a Group Company, other than: (i) 10 per cent (or 300,000) of the issued shares in the capital of Mozambique Mine Action Limited and owned by Chimbabaira Limitada; (ii) 2.5 per cent (or 57,000) of the issued shares in the capital of Defense Systems Colombia SA owned by Xxxxxx Xxxxxxx Xxxxxx; (iii) one per cent of the issued share capital of Armor Group Mozambique Ltd and owned by Dr T A Waty; and (iv) 26 per cent of the issued shares in the capital of O'Reilly Xxxxxxx & Gurkha Singapore Private Limited owned as follows: Xxxx Xxxx Mei - 5 per cent; and Xxxxxxx Xxxxxxx Xxxxxxx - 21 per cent; (M) a letter of resignation from the auditors of each Group Company incorporated in England and the secretary of each Group Company (if any)Wales; (fN) a letter, in agreed form, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning of section 790C of the Companies Act 2006) in relation title deeds to the Companyproperty situated at 00 Xxxxxxxxxx Xxxx, Xxxxxx, X.X.0; (g) the Disclosure Letter; (h) the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the parties; (iO) deeds of release in the agreed form between each in respect of the employees release of each member of the Group Companies previously from all Encumbrances granted share awards by it (if so granted by it) in favour of Wachavia National Bank Association pursuant to an Indenture dated 12 August 2003 (as supplemented by a first supplemental Indenture dated 30 September 2003) entered into between Armor, the Seller subsidiary guarantors party thereto and the Seller in relation to the provision of such share awards in the SellerWachavia National Bank Association; (jP) earn-in a copy letter agreements from the Governor and Company of the Bank of Scotland ("BANK OF SCOTLAND") confirming that AGS has been released from the Group's pooled banking arrangements with the Bank of Scotland and an original deed of release in the agreed form executed confirming that all guarantees by certain of the employees any member of the Group Companies (as determined by the Buyer) in relation to the potential issue favour of additional shares in Xxxxxxxx.xxx Limited to AGS's liabilities under such persons; (k) an intellectual property assignment in the agreed form from the Seller pooling arrangements in favour of the CompanyBank of Scotland have been released; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and (mQ) a settlement agreement release in the agreed form duly executed by Xxxxxx Xxxxxx Bank of America, NA, releasing and discharging each of Armor Group North America Inc, International Training, Inc, ITI Limited Partnership, O'Gara Security Associates, Inc. Parvus Crisis Management Corporation, The Parvus Company, The Parvus International Information Company and US Defense Systems, LLC (together the "RELEASE COMPANIES") from all guarantees given by them in respect of the credit agreement dated 12 August 2003 made between Armor and Bank of America, NA, and releasing and discharging all security created by the Release Companies in connection with such credit agreement, and further releasing and discharging all security held by it over (i) any shares in the Target Companies held by Armor, (ii) the UN Assets and (iii) the other Assets; (R) a bank statement from the Bank of Scotland in respect of the pooled bank account of the Group held with the associated advisers certificateBank of Scotland showing the credit/debit amount of such account as at the close of business on 25 November 2003; (S) dated at least one Business Day a letter from KPMG in a form acceptable to the Buyer evidencing the fact that KPMG has extended its duty of care in respect of the KPMG Report to the UK Buyer (and Armor hereby acknowledges receipt of $278,995.13 previously paid on behalf of the UK Buyer in respect thereof); and (T) to the extent not included within the Data Room Information, true and accurate copies of all documentation entered into for the purposes of giving effect to the re-organisation of the Group and the waiver or cancellation or other re-organisation of Inter-Group Indebtedness carried out prior to the date of the assignments referred to at clauses 6.2(k) and (I) aboveCompletion as described in schedule 8.

On Completion. (a) the Seller shall transfer those Assets capable of being transferred by delivery and shall let the Purchaser into possession of the other Assets; (b) the Seller shall deliver to the Buyer: (a) a completed and signed transfer Purchaser assignments in the Agreed Form of the Sale Shares to Business Intellectual Property described in Schedule 1 duly executed by the Buyer Seller or as it directs and by the related share certificate; (b) a power of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered 's Group identified in that Schedule as the holder registered owner of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyersame; (c) the statutory books of each Group Company Seller shall deliver to the Purchaser (including any separate sheet minutes in respect i) a list of the SubsidiaryEmployees; and (ii) copies of all third party consents received to the assignment of the Contracts by Completion, if applicable) complete (other than the Viking Xxxxxxx Contract and accurate up to Completion and any company seal(sthe Xxxx Contract), certificates of incorporation, certificates of incorporation on change of name and all share certificates of each Group Company; (d) a signed deed addressed by the Seller shall cancel or procure the cancellation of the user licence agreements and registered user agreements referred to in Schedule 1 with effect from Completion and without liability to the Buyer and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versa;Business; and (e) letters the Purchaser shall pay to the Seller the sum of resignation (pound)21,202,000 in agreed form from each director respect of each Group Company and the secretary of each Group Company (if any);Consideration. (fa) a letter, in agreed form, from Neither the Seller confirming that upon nor the Purchaser shall be obliged to complete or procure the Completion it has ceased to be a registrable relevant legal entity (within the meaning of section 790C of the Companies Act 2006) in relation to the Company; (g) the Disclosure Letter; (h) the consultancy this agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the parties;unless: (i) deeds of release in the agreed form between each other complies fully with its obligations under subclauses (1) and (2); and (ii) the Property Agreement is completed at the same time as this agreement. (b) If Completion does not take place on the date set for Completion by subclause (1) as a result of the employees of Seller failing to comply with its obligations under subclause (2), the Group Companies previously granted share awards Purchaser may at its option (but without prejudice to any other right or remedy it may have) by notice in writing to the Seller elect to: (i) proceed to Completion insofar as is reasonably practicable; or (ii) postpone the date for Completion to a date falling not more than 10 Business Days after the date set for Completion in accordance with subclause (1) or such later date as the Seller and the Purchaser may agree; or (iii) rescind this agreement. (c) If Completion does not take place on the date set for Completion in subclause (1) as a result of the Purchaser failing to comply with its obligations under subclause (2), the Seller may at its option (but without prejudice to any other right or remedy it may have) by notice in relation writing to the provision of such share awards in the Seller;Purchaser elect to: (ji) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (proceed to Completion insofar as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons;is reasonably practicable; or (kii) an intellectual property assignment postpone the date for Completion to a date falling not more than 10 Business Days after the date set for Completion in accordance with subclause (1) or such later date as the agreed form from parties may agree; or (iii) rescind this agreement. (d) If the Purchaser or the Seller in favour of the Company; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and (m) a settlement agreement in the agreed form duly executed by Xxxxxx Xxxxxx (together with the associated advisers certificate) dated at least one Business Day prior elects to postpone the date for Completion in accordance with subclause (b) or (c) respectively then the provisions of this agreement shall apply as if the assignments referred date set for Completion in subclause (1) were the date to at clauses 6.2(k) which Completion is so postponed but without creating a further right to postpone (and (I) abovethe Effective Time shall similarly be postponed accordingly).

On Completion. the Seller Vendor shall deliver cause Messrs Xxxxxx Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxx Xxxxxxxxxx to resign as directors of the Subsidiary and to be delivered or made available to the BuyerPurchaser: (a) a completed such documents as the Purchaser may reasonably require to complete the sale and signed transfer purchase of the Sale Shares to Business Assets (including, without limitation an Assignment in respect of the Buyer or as it directs Registered Rights in the form of the agreed draft) together with all deeds and the related share certificatedocuments of title relating thereto; (b) a power letter from Barclays Bank plc confirming that its existing charge will be released on discharge of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer;amounts due. (c) possession of the statutory Property and of the other tangible Business Assets hereby agreed to be sold including: (i) all lists of customers, books of each Group Company account and records relating to the Business (including any separate sheet minutes in respect but not those relating to the general affairs of the SubsidiaryVendor or to any assets of the Vendor not being sold to the Purchaser save that, if applicableinsofar as such excluded lists, books and records shall relate to the Business and be reasonably required by the Purchaser, the Purchaser shall have the right to examine the same at all reasonable times and to make copies thereof and to take extracts therefrom); and (ii) complete all the designs and accurate up drawings, plans, manufacturing data, technical and sales publications, advertising material and other technical and sales matter of the Vendor in relation to Completion the Business together with any plates, blocks, negatives and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates of each Group Companyother like material relating to the Business; (d) a signed deed addressed share transfer forms (together with the relative share certificates) duly executed by the Seller to Vendor and/or its nominees in favour of the Buyer and to Purchaser Parent Company or its nominee in respect of the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to shares of the Seller or to any Seller’s Associate or vice versaVendor in the Subsidiary; (e) letters originals of resignation in agreed form from each director the Deed of each Group Company Confirmation and the secretary of each Group Company (if any);Trade Xxxx Assignment duly executed by the Vendor; and (f) a letter, in agreed form, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning of section 790C originals of the Companies Act 2006) in relation to the Company; (g) the Disclosure Letter; (h) the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the parties; (i) deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller Stamp Duty Agreement and the Seller in relation to the provision of such share awards in the Seller; (j) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons; (k) an intellectual property assignment in the agreed form from the Seller in favour of the Company; (l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and (m) a settlement agreement in the agreed form IPR Assignment duly executed by Xxxxxx Xxxxxx (together with the associated advisers certificate) dated at least one Business Day prior to Vendor and the date of the assignments referred to at clauses 6.2(k) and (I) aboveParent Company.