Common use of On Completion Clause in Contracts

On Completion. 7.2.1 the Seller and the Purchaser shall deliver to each other counterparts of the following documents duly executed by them: (a) this Agreement; (b) the Disclosure Letter; (c) the Call Option Agreement. 7.2.2 the Seller shall: (a) cause to be delivered to the Purchaser or the Purchaser’s Solicitors (or, if so requested by the Purchaser, cause to be made available to the Purchaser or the Purchaser’s Solicitors): (i) duly executed transfers of the Shares in favour of the Purchaser or its nominee together with the relevant share certificate relating to the Shares (or an indemnity in the agreed form in respect of any missing share certificate); (ii) such waivers and consents, or other documents which the Purchaser may request prior to Completion and which may be required to give good title to the Share; (iii) counterparts of any of the other Transaction Documents duly executed by all parties thereto other than the Purchaser and any member of the Purchaser’s Group; (iv) copies of duly executed versions of any powers of attorney or other authorities under which any of the Transaction Documents may have been executed by any party thereto other than the Purchaser and any member of the Purchaser’s Group; (v) in respect of the Seller, a tax reference number together with confirmation of the tax head to which it relates; (vi) the written resignations in the agreed form of: (A) Xxxx Xxxxxxxxxxxxxx and Xxxxx Xxxxxxx as directors of each of those Group Companies that they are directors of; (B) Xxxxxx Xxxxxxxxxxx as a director of the Company; and (C) Xxxx Xxxxxxxxxx as a director of Nordeus Serbia; (vii) copies of the Company Completion Board Minutes and Subsidiary Completion Board Minutes duly signed by the chairmen of such meetings and the Serbian Subsidiary Shareholder Resolutions duly executed along with the powers of attorney for registration of the changes contemplated by the Serbian Subsidiary Shareholder Resolutions; (viii) evidence that the Seller and each of the Guarantors is authorised to enter into this Agreement and each of the Transaction Documents to which they are a party; (ix) the amendment agreement to his employment agreement duly signed by Xxxxxxxx Xxxxxxxxxx and Nordeus Serbia; and (x) a copy of the Deed of Termination duly executed by the parties thereto. (b) procure that: (i) a board meeting of the Company is duly convened and held at which the business referred to in the Company Completion Board Minutes shall be transacted (such business to include, without limitation, the appointment of such directors as may be indicated by the Purchaser, the passing of a valid resolution that the transfers referred to above be approved for registration, and that the Purchaser and/or its nominee be placed on the register of members of the Company as the holder of the Share); (ii) a board meeting of each of the Subsidiaries is duly convened and held at which the business referred to in the Subsidiary Completion Board Minutes shall be transacted; 7.2.3 subject to the Seller complying with its obligations under the preceding provisions of this Clause 7.2, the Purchaser shall: (a) pay the Cash Consideration to the Seller; (b) issue the Consideration Shares to the Seller in book entry form (subject to a restrictive legend provided by the Purchaser) and registered in the name of the Seller in an account for the Seller with the transfer agent of the Purchaser; and (c) deliver to the Seller a copy of a secretary’s certificate of the Purchaser approving the Purchaser’s entry into this Agreement.

On Completion. 7.2.1 the Seller and the Purchaser shall deliver to each other counterparts of the following documents duly executed by them: (a) this Agreement; (b) the Disclosure Letter; (c) Vendor shall permit the Call Option Agreement. 7.2.2 Purchasers to enter into and take possession of the Seller shall: (a) Business and shall deliver or cause to be delivered to the Purchaser or the Purchaser’s Solicitors (or, if so requested by the Purchaser, cause to be made available to the Purchaser or the Purchaser’s Solicitors):Purchasers: (i) duly executed transfers vacant possession of the Shares in favour Property (under the terms of the Purchaser or its nominee together with the relevant share certificate relating to the Shares (or an indemnity in the agreed form in respect of any missing share certificateclause 22 and Schedule 1); (ii) such waivers and consentsif required by the Purchasers duly executed agreements in the Agreed Form for the assignment or novation of the benefit of the Contracts to the Purchasers, or other documents which as the Purchaser may request prior to Completion Purchasers shall direct, and which may be required to give good title to the Shareall requisite consents and licences therefor; (iii) counterparts of any of the other Transaction Documents a duly executed by all parties thereto other than assignment in the Purchaser and any member of Agreed Form to vest the Purchaser’s GroupGoodwill in Fiberstars or as the Purchasers shall direct; (iv) copies of if required by the Purchasers, duly executed versions assignments and licences in the Agreed Form of the Intellectual Property (including without limit any required assignments of any powers of attorney or other authorities under which any of the Transaction Documents may have been executed by any party thereto other than the Purchaser and any member of the Purchaser’s Grouptrade marks); (v) in respect such irrevocable instruction to the banks of the Seller, a tax reference number together with confirmation Vendor as may be necessary to procure the automatic transfer to the Purchasers of any payment that any customer of the tax head Business may make to which it relatessuch bank after the date hereof; (vi) at the written resignations in Property, the agreed form of: (A) Xxxx Xxxxxxxxxxxxxx and Xxxxx Xxxxxxx as directors Assets which are capable of each of those Group Companies that they are directors of; (B) Xxxxxx Xxxxxxxxxxx as a director of the Company; and (C) Xxxx Xxxxxxxxxx as a director of Nordeus Serbiatransfer by delivery; (vii) copies any instruments of transfer (other than those mentioned above) which the Company Completion Board Minutes Purchasers may reasonably require to vest title in the Assets together with all deeds and Subsidiary Completion Board Minutes duly signed by documents of title relating to the chairmen of such meetings and the Serbian Subsidiary Shareholder Resolutions duly executed along with the powers of attorney for registration of the changes contemplated by the Serbian Subsidiary Shareholder ResolutionsAssets; (viii) evidence that those Records which are not stored at the Seller and each of the Guarantors is authorised to enter into this Agreement and each of the Transaction Documents to which they are a partyProperty; (ix) releases from the amendment agreement holders of all outstanding charges over the Business and/or any of the Assets (including without limitation a deed of release to his employment agreement duly signed a debenture dated 9 January 1989 granted by Xxxxxxxx Xxxxxxxxxx the Vendor to Lloyds Bank plc ("the Bank")); (x) written confirmation from the Bank of the balance of the Bank Accounts as at Completion and Nordeus Serbiathat it will change the owner of the Bank Accounts from the Vendor to Hillgate; (xi) a special resolution passed by the shareholders of the Vendor, changing its name to a name which is in no way similar to the Name, together with a cheque in the sum of (pound)10 made payable to Companies House; and (xxii) a copy two copies of the Deed of Termination Service Agreement duly executed by the parties thereto.Xx Xxxxxxxx; (b) procure thatwhen the Vendor has complied with the provisions of sub-clause (a) the Purchasers shall: (i) a board meeting pay the sum of (pound)1,131,200 of the Company is duly convened and held at which Consideration to the business referred Vendor by telegraphic transfer to in the Company Completion Board Minutes shall be transacted (such business to include, without limitation, the appointment of such directors as may be indicated by the Purchaser, the passing of a valid resolution that the transfers referred to above be approved for registration, and that the Purchaser and/or its nominee be placed on the register of members client account of the Company as Vendor's solicitors at the holder Royal Bank of the Share)Scotland plc, 0 Xxxxx Xxxxxx, Xxxxxx, XX0X 0XX account number 00000000, sort code 15-80-00; (ii) procure that Fiberstars delivers to the Vendor, as soon as reasonably practicable, a board meeting of each duly executed stock certificate in respect of the Subsidiaries is duly convened and held at which the business referred to in the Subsidiary Completion Board Minutes shall be transacted; 7.2.3 subject to the Seller complying with its obligations under the preceding provisions of this Clause 7.2, the Purchaser shall: (a) pay the Cash Consideration to the SellerStock; (biii) issue the Consideration Shares procure that Fiberstars delivers to the Seller Escrow Agent, as soon as reasonably practicable, the Escrow Stock to be held in book entry form (subject to a restrictive legend provided by accordance with clause 20 and the Purchaser) and registered in the name of the Seller in an account for the Seller with the transfer agent of the Purchaser; and (c) deliver to the Seller a copy of a secretary’s certificate of the Purchaser approving the Purchaser’s entry into this Escrow Agreement.

On Completion. 7.2.1 3.2.1 the Seller and Vendors (excluding NatWest Ventures Nominees) shall deliver to or, if the Purchaser shall deliver so agree, make available to each other counterparts of the following documents duly executed by them:Purchaser as may be agreed between the parties:- (a) this Agreementtransfers in common form relating to all the Shares duly executed in favour of the Purchaser (or as it may direct); (b) share certificates relating to the Disclosure LetterShares or lost share certificate indemnities therefor in the agreed terms; (c) the Call Option Agreement. 7.2.2 the Seller shall: (a) cause any waivers or consents by members of any Group Company necessary to be delivered to enable the Purchaser or its nominees to be registered as the Purchaser’s Solicitors holders of the Shares and any shares of Subsidiaries; (ord) resignations in the form set out in schedule 4 duly executed as deeds of X X Xxxxxxxx and M C G Hunter; (e) the written resignations of the auditors of each Group Company containing an acknowledgement that they have no claim against any Group Company for compensation for loss of office, if so requested professional fees or otherwise and a statement under section 394(1) of the Companies Xxx 0000; (f) the common seals, certificates of incorporation and statutory books and share certificate books of each Group Company; (g) the Tax Deed duly executed by the Purchaser, cause to be made available Warrantors; (h) all documents relating to the Purchaser or Properties as listed in the Purchaser’s Solicitors):Schedule of such documents referred to in the Disclosure Letter; (i) duly executed transfers of each share in the Shares Subsidiaries not registered in the name of any Group Company in favour of the Purchaser or its nominee together with the relevant share certificate relating to the Shares (or an indemnity in the agreed form in respect of any missing share certificateas it may direct); (iij) such waivers share certificates relating to all of the issued shares in the capital of each of the Subsidiaries; (k) the Service Agreements duly executed by the persons named in Clause 3.3(e); (l) opinions in the agreed terms from lawyers in the British Virgin Islands and consentsfrom lawyers in the Netherlands; (m) the Disclosure Letter duly executed; (n) a certified copy of any power of attorney in the agreed terms under which this agreement, the Tax Deed, or any of the transfers or other documents which the Purchaser may request prior referred to Completion and which may be required to give good title to the Sharein this clause is executed by any party; (iiio) counterparts Subject to the Purchaser procuring that the Group discharges all sums due thereunder and provides any counter-indemnity (in a form reasonably acceptable to the Bank of any Scotland) in respect of commitments to third parties on the Group's behalf by the Bank of Scotland a release in a form reasonably satisfactory to the Purchaser of the other Transaction Documents duly executed charges granted by all parties thereto other than the Purchaser and any member of the Purchaser’s Group; (iv) copies Group in favour of duly executed versions the Governor and Company of the Bank of Scotland and Lombard North Central PLC and of any powers of attorney or other authorities under which any of the Transaction Documents may have been executed charges granted by any party thereto other than the Purchaser and any member of the Purchaser’s Group; (v) in respect of the Seller, a tax reference number together with confirmation of the tax head Group which have not been released prior to which it relates; (vi) the written resignations in the agreed form of: (A) Xxxx Xxxxxxxxxxxxxx and Xxxxx Xxxxxxx as directors of each of those Group Companies that they are directors of; (B) Xxxxxx Xxxxxxxxxxx as a director of the CompanyCompletion; and (Cp) Xxxx Xxxxxxxxxx as a director of Nordeus Serbia; (vii) copies of the Company Completion Board Minutes and Subsidiary Completion Board Minutes duly signed by relating to dividends in the chairmen of such meetings and the Serbian Subsidiary Shareholder Resolutions duly executed along with the powers of attorney for registration of the changes contemplated by the Serbian Subsidiary Shareholder Resolutions; (viii) evidence that the Seller and each of the Guarantors is authorised to enter into this Agreement and each of the Transaction Documents to which they are a party; (ix) the amendment agreement to his employment agreement duly signed by Xxxxxxxx Xxxxxxxxxx and Nordeus Serbia; and (x) a copy of the Deed of Termination duly executed by the parties theretoagreed terms. (b) procure that: (i) a board meeting of the Company is duly convened and held at which the business referred 3.2.2 NatWest Ventures Nominees shall deliver to in the Company Completion Board Minutes shall be transacted (such business to includeor, without limitation, the appointment of such directors as may be indicated by the Purchaser, the passing of a valid resolution that the transfers referred to above be approved for registration, and that if the Purchaser and/or its nominee be placed on the register of members of the Company as the holder of the Share); (ii) a board meeting of each of the Subsidiaries is duly convened and held at which the business referred to in the Subsidiary Completion Board Minutes shall be transacted; 7.2.3 subject so agree, make available to the Seller complying with its obligations under the preceding provisions of this Clause 7.2, the Purchaser shall:Purchaser:- (a) pay transfers of its Shares duly executed in favour of the Cash Consideration to the SellerPurchaser (or as it may direct); (b) issue the Consideration share certificates relating to its Shares to the Seller in book entry form (subject to a restrictive legend provided by the Purchaser) and registered or lost share indemnities therefor in the name of the Seller in an account for the Seller with the transfer agent of the Purchaseragreed terms; and (c) deliver any waivers or consents by members of any Group Company necessary to enable the Seller a copy of a secretary’s certificate Purchaser or its nominees to be registered as the holders of the Purchaser approving the Purchaser’s entry into this AgreementShares and any shares of Subsidiaries.

On Completion. 7.2.1 each Seller (in the Seller case of clauses 6.4(a) and 6.4(b)) and the Purchaser Managers (in the case of clauses 6.4(c)-(g) inclusive) shall deliver subject to each other counterparts of the following documents duly executed by them: (a) this Agreement; (b) the Disclosure Letter; (c) the Call Option Agreement. 7.2.2 the Seller shall: (a) Purchaser's compliance with clause 6.3 cause to be delivered to the Purchaser at the offices of the Sellers' Solicitors or at the Purchaser’s Solicitors registered office of the relevant Group member (or, if so requested by the Purchaser, cause to be made available to the Purchaser or the Purchaser’s Solicitorsin respect of clause 6.4 (g)): (ia) a duly executed transfers transfer of the Shares set opposite the relevant Seller's name in Schedule 1 by the registered holder thereof in favour of the Purchaser (or its nominee as it may direct) together with the relevant share certificate certificates relating to the such Shares (or an indemnity for a lost share certificate in the agreed form terms) and such other documents (including any power of attorney under which any document required to be delivered by it under this clause has been executed and any waivers or consents) as the Purchaser may require to enable the Purchaser or its nominees to be registered as the holder of such Shares; (b) an irrevocable power of attorney in the agreed terms, duly executed by the holder of the Shares set against the relevant Sellers' names in column 1 of Schedule 1, in favour of the Purchaser appointing the Purchaser to be its lawful attorney in respect of such Shares; (c) the written resignation of Mike Paxxxxx (xxxx effect from the end of the relevant board meeting referred to in clause 6.5) as an officer of the Company resigning from his office, executed as a deed in the agreed terms; (d) duly executed releases in the agreed terms of all mortgages, charges and debentures granted or entered into by the Company and each Group member together with, in the case of UK Group members, relative declarations of satisfaction (Forms 403A) sworn by a director of the Company and each relevant Group member respectively and in respect of non-UK Group members the relevant declaration of satisfaction following discharge of the Completion Date Indebtedness (provided that each such release delivered in respect of any missing share certificatesuch security granted in connection with the Facilities Documents shall be held to the order of CAI by the Purchaser until such time as CAI has received the Completion Date Indebtedness payable in connection with the Facilities Documents in accordance with clause 6.3(a)); (iie) such waivers and consents, or other documents which the Purchaser may request prior to Completion and which may be required to give good title to the Share; (iii) counterparts of any of the other Transaction Documents duly executed by all parties thereto other than the Purchaser and any member of the Purchaser’s Group; (iv) copies of duly executed versions of any powers of attorney or other authorities under which any of the Transaction Documents may have been executed by any party thereto other than the Purchaser and any member of the Purchaser’s Group; (v) in respect of the Seller, a tax reference number together with confirmation of the tax head to which it relates; (vi) the written resignations deed in the agreed form of: (A) Xxxx Xxxxxxxxxxxxxx and Xxxxx Xxxxxxx as directors of each of those Group Companies that they are directors of; (B) Xxxxxx Xxxxxxxxxxx as a director of terms terminating the Company; and (C) Xxxx Xxxxxxxxxx as a director of Nordeus Serbia; (vii) copies of the Company Completion Board Minutes and Subsidiary Completion Board Minutes duly signed by the chairmen of such meetings and the Serbian Subsidiary Shareholder Resolutions duly executed along with the powers of attorney for registration of the changes contemplated by the Serbian Subsidiary Shareholder Resolutions; (viii) evidence that the Seller and each of the Guarantors is authorised to enter into this Agreement and each of the Transaction Documents to which they are a party; (ix) the amendment agreement to his employment agreement duly signed by Xxxxxxxx Xxxxxxxxxx and Nordeus Serbia; and (x) a copy of the Deed of Termination Investment Agreements duly executed by the parties thereto.; (bf) procure that: the statutory books (iduly written up to date) a board meeting of the Company is duly convened and held at which the business referred to in the Company Completion Board Minutes shall be transacted (such business to include, without limitation, the appointment its certificates of such directors as may be indicated by the Purchaser, the passing of a valid resolution that the transfers referred to above be approved for registration, incorporation and that the Purchaser and/or its nominee be placed on the register of members of the Company as the holder of the Share); (ii) a board meeting common seals and other papers and documents of each of the Subsidiaries is duly convened and held at which the business referred to Group Member in the Subsidiary Completion Board Minutes shall be transacted; 7.2.3 subject to the Seller complying with its obligations under the preceding provisions of this Clause 7.2, the Purchaser shall: (a) pay the Cash Consideration to the Seller; (b) issue the Consideration Shares to the Seller in book entry form (subject to a restrictive legend provided by the Purchaser) and registered in the name of the Seller in an account for the Seller with the transfer agent of the Purchasertheir possession; and (cg) deliver to the Seller a copy statutory books of a secretary’s certificate each Group member and its certificates of the Purchaser approving the Purchaser’s entry into this Agreementincorporation and common seals (where relevant).

On Completion. 7.2.1 the Seller and the Purchaser Sellers shall deliver to each other counterparts of or, if the following documents duly executed by themBuyer shall so agree, make available to the Buyer: (a) this Agreementtransfers in common form relating to all the Shares duly executed in favour of the Buyer (or as it may direct); (b) share certificates relating to the Disclosure LetterShares; (c) any waivers or consents by the Call Option Agreement. 7.2.2 Company or other persons which the Seller shall:Buyer has reasonably specified prior to Completion so as to enable the Buyer or its nominees to be registered as the holders of the Shares; (ad) cause to be delivered a resignation in the form set out in schedule 4 duly executed as a deed by Xxx Xxxxxxx together with delivery to the Purchaser Buyer of all property of the Company in her possession or under her control; (e) the Purchaser’s Solicitors written resignation of the auditors of the Company containing an acknowledgement that they have no claim against the Company for compensation for loss of office, professional fees (orsave as stated in such letter of resignation) or otherwise and a statement under section 394(1) of the Companies Xxx 0000; (f) the common seals, if so requested certificates of incorporation and statutory books, share certificate books and cheque books of the Company; (g) the Tax Deed duly executed by the Purchaser, cause to be made available to Warrantor; (h) the Purchaser or the Purchaser’s Solicitors):Service Agreement duly executed by Xx. Xxxxxxx; (i) duly executed transfers of the Shares in favour of the Purchaser or its nominee together with the relevant share certificate all land certificates, charge certificates, leases, title deeds and other documents relating to the Shares Property (or an indemnity except to the extent that the same are in the agreed form possession of mortgagees pursuant to mortgages disclosed in respect of any missing share certificateschedule 6); (iij) such waivers and consents, or other documents which the Purchaser may request prior to Completion and which may be required to give good title to the Share; (iii) counterparts of any extent not in the possession of the Company, all books of account or references as to customers and/or suppliers and other Transaction Documents duly executed by all parties thereto other than the Purchaser and any member records of the Purchaser’s Group; (iv) copies of duly executed versions of any powers of attorney or other authorities under which any of the Transaction Documents may have been executed by any party thereto other than the Purchaser Company and any member of the Purchaser’s Group; (v) in respect of the Seller, a tax reference number together with confirmation of the tax head all insurance policies relating to which it relates; (vi) the written resignations in the agreed form of: (A) Xxxx Xxxxxxxxxxxxxx and Xxxxx Xxxxxxx as directors of each of those Group Companies that they are directors of; (B) Xxxxxx Xxxxxxxxxxx as a director of the Company; and (Ck) Xxxx Xxxxxxxxxx as a director of Nordeus Serbia; (vii) copies to the extent not in the possession of the Company, all licences, consents, permits and authorisations obtained by or issued to the Company Completion Board Minutes and Subsidiary Completion Board Minutes duly signed by the chairmen of such meetings and the Serbian Subsidiary Shareholder Resolutions duly executed along or any other person in connection with the powers business carried on by any of attorney for registration of the changes contemplated by the Serbian Subsidiary Shareholder Resolutions; (viii) evidence that the Seller and each of the Guarantors is authorised to enter into this Agreement and each of the Transaction Documents to which they are a party; (ix) the amendment agreement to his employment agreement duly signed by Xxxxxxxx Xxxxxxxxxx and Nordeus Serbia; and (x) a copy of the Deed of Termination duly executed by the parties theretothem. (b) procure that: (i) a board meeting of the Company is duly convened and held at which the business referred to in the Company Completion Board Minutes shall be transacted (such business to include, without limitation, the appointment of such directors as may be indicated by the Purchaser, the passing of a valid resolution that the transfers referred to above be approved for registration, and that the Purchaser and/or its nominee be placed on the register of members of the Company as the holder of the Share); (ii) a board meeting of each of the Subsidiaries is duly convened and held at which the business referred to in the Subsidiary Completion Board Minutes shall be transacted; 7.2.3 subject to the Seller complying with its obligations under the preceding provisions of this Clause 7.2, the Purchaser shall: (a) pay the Cash Consideration to the Seller; (b) issue the Consideration Shares to the Seller in book entry form (subject to a restrictive legend provided by the Purchaser) and registered in the name of the Seller in an account for the Seller with the transfer agent of the Purchaser; and (c) deliver to the Seller a copy of a secretary’s certificate of the Purchaser approving the Purchaser’s entry into this Agreement.