On the Completion Date. (i) Subject to Clause 6.6 and Clause 14.13, the Purchaser shall remit the respective Purchase Consideration (in immediately available funds) to each of the Seller’s Bank Accounts in the amount set out in Column VII of Schedule 3.
(ii) the Sellers shall (a) provide to their respective Depository Participants, duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Sellers in writing as soon as practicable after the Execution Date); (b) procure its Depository Participants to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser.
(iii) The Sellers shall file the relevant Forms FC-TRS and all related documentation in respect of the transfer of the Sale Shares, with the authorised dealer of the Sellers.
(iv) The Sellers shall procure that a Board meeting is held at which the following business shall be transacted:
(a) the resignation of the directors, without any claim in respect of breach of contract, compensation for loss of office or termination of employment or redundancy or unfair dismissal, or any other grounds whatsoever (other than pursuant to Clauses 6.1(ix), Clause 6.1(x), Clause 6.1(xi) and the Patni Agreements), whether statutory or otherwise or for unpaid remuneration, nominated by the Sellers to the Board, namely Xx. Xxxxx Xxxxx Patni, Xx Xxxxxxxx Xxxxx Patni, and Xx Xxxxx Theodoor van den Xxxx, and/or the board of directors of any of the Company’s Subsidiaries (if any), shall be tendered and accepted by the Board or such boards of directors of the Company’s Subsidiaries, as the case may be;
(b) the appointment of directors nominated by the Purchaser on the Board shall be approved; and
(c) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out above and the amendment of the Articles of Association shall be convened.
On the Completion Date. (a) the Developer shall grant and the Tenant and the Guarantor shall accept the Leases;
(b) the Developer, the Tenant and the Guarantor shall enter into the Side Deed;
(c) (if and to the extent that the Tenant’s Works have been approved by the Developer by that date) the Developer, the Tenant and the Guarantor shall enter into the Licences to Carry out Tenant’s Works;
(d) the Developer shall pay to the Tenant the Developer’s Contribution; and
(e) the Developer shall provide the Tenant with evidence of the service of the Third Party Rights in favour of the Tenant pursuant to clause 9.1.
On the Completion Date. (a) the Buyer shall execute and deliver to the Landlord the counterpart of the Leases and the original of the Security Deposit Deeds
(b) subject to compliance by the Buyer with the provisions of Clause 9.3(a) of this Schedule on the Completion Date the Landlord and the Seller shall execute and deliver to the Buyer (and thereby grant) the Leases and the counterparts of the Security Deposit Deeds;
(c) the Buyer shall (insofar as not already done) pay to the Landlord the first proportion of all rent and other monies payable under the Leases;
(d) the Buyer shall (insofar as not already done) in accordance with the terms of the Security Deposit Deeds pay all monies payable under such Deeds;
On the Completion Date. The exercise of the options and performance rights will remain subject to the achievement of specific performance hurdles.
On the Completion Date. 3.4.1 The COMPANY shall hold a meeting of the Board of Directors to approve the calling of an extra ordinary general meeting of the Shareholders for (i) issue of Shares to Cadila and Novavax as contemplated under Section 3.4.4 of this Agreement and (ii) adoption of the Articles of Association in the form attached to this Agreement as Exhibit H, and (iii) appointment of the persons nominated by Cadila and Novavax as Directors in accordance with this Agreement who have obtained their respective Director Identification Numbers and Digital Signature Certificates and who are otherwise qualified to act as the directors of the Company;
3.4.2 The COMPANY shall hold a meeting of the Shareholders for (i) issue of Shares to Cadila and Novavax as contemplated under Section 3.4.4 of this Agreement; (ii) adoption of the Articles of Association in the form attached to this Agreement as Exhibit H, and (iii) appointment of the persons nominated by Cadila and Novavax as Directors in accordance with this Agreement who have obtained their respective Director Identification Numbers and Digital Signature Certificates and who are otherwise qualified to act as the directors of the Company;
3.4.3 The Company shall provide certified copies of resolutions passed at the meetings contemplated by section 3.4.1 and 3.4.2;
3.4.4 The COMPANY shall issue to each Party the number of shares shown opposite such Party’s name on Schedule I, free and clear from all encumbrances; and
3.4.5 The COMPANY shall provide the Parties with share certificates in respect of the Shares and duly register such Shares in the name of the Parties in the COMPANY’s Register of Members.
On the Completion Date the Purchaser shall pay the Total Purchase Price to the Sellers, by way of wire transfers in immediately available funds (with value date (date de valeur) on the Completion Date) to the bank accounts of the Sellers the reference of which shall be communicated by the Financial Sellers’ Representative to the Purchaser at least two (2) Business Days prior to the Completion Date, and in accordance with the allocation to be notified by the Financial Sellers’ Representative to the Purchaser at least two (2) Business Days prior to the Completion Date (in the form of Amended Schedule 3.3.1).”
On the Completion Date. 8.1.1 each item of the Fixed Assets referred to in 4.4.2, the cash-on-hand and cash-at-bank referred to in 4.4.3 and the other assets referred to in 4.4.6 shall be delivered by the Seller to the Purchaser at the premises at which they are located on that date;
8.1.2 or as soon thereafter as is reasonably possible, the Seller shall deliver to the Purchaser all the Contracts, books, records and other documents of the Business as at the Effective Date provided that:
8.1.2.1 insofar as the Seller is obliged in law to retain any such book, record or document then he shall deliver a photocopy thereof to the Purchaser;
8.1.2.2 if the Seller requires to make copies of or to inspect any such book, record or document after the Effective Date then it shall be entitled to do so during normal business hours upon giving the Purchaser reasonable written notice to that effect, provided that such book, record or document relates to the operations of the Business prior to the Effective Date.
On the Completion Date. (a) Fugro shall transfer to the Company the Intellectual Property listed in Schedule 2 (Fugro Contribution) and shall make available to the Company the Intellectual Property listed in Schedule 6 (Intellectual Property) (jointly, the “Fugro IP”); and
(b) CGG shall transfer to the Company the Intellectual Property listed in Schedule 3 (CGG Contribution) through the transfer of all of the issued and outstanding shares in CGGVeritas Services Norway A/S in accordance with Clause 3.1(b) above (the “CGG IP”).
On the Completion Date. The representations and warranties contained in this Clause are deemed to be given as at the date hereof and shall remain in full force and effect notwithstanding the allotment and issue of the Rights Shares to the Placees if the Placing is successfully completed. The Company hereby undertakes to notify the Placing Agent of any matter or event coming to its attention prior to the Completion Date which shows any relevant representation or warranty to be or to have been untrue or inaccurate at the date hereof or at any time prior to the Completion Date.
On the Completion Date. 35.1.1 The Landlord shall provide a dated opinion letter from Ogier (or such other Jersey law firm as it may instruct) in the form given on the date of this Agreement and attached at Schedule 9 in connection with the Lease;
35.1.2 The Tenant shall provide a dated opinion letter from Potter Axxxxxxx Cxxxxxx (or such other Delaware law firm as it may instruct) in the form given on the date of this Agreement and attached at Schedule 9 in connection with the Lease.
