Option Completion. 5.1 Issuer’s obligations prior to Option Completion
(a) Prior to the Condition being satisfied or waived (as applicable), the Issuer must:
(i) prepare a Prospectus that satisfies the requirements of section 713 of the Corporations Act and which contains an offer of the Subscription Options for issue; and
(ii) provide to the Subscriber a draft of the Prospectus, for the purpose of enabling the Subscriber to review and comment on that draft document, and taking into account in good faith any reasonable comments provided promptly and in any event within 2 Business Days by or on behalf of the Subscriber.
(b) Within 5 Business Days after the Condition is satisfied or waived (as applicable), the Issuer must lodge the Prospectus with ASIC and ASX.
(c) The Issuer agrees to keep the Subscriber informed of any matters raised by ASIC in relation to the Prospectus and to use all reasonable endeavours, in co-operation with the Subscriber, to resolve any such matters.
Option Completion. 4.1 Option Completion of the sale and purchase of the Option Securities following the exercise of an Option shall take place at the offices of RTS's Solicitors on the date which is the fifth business day after the date of service of the Exercise Notice.
Option Completion. 7.7.1. Upon any Call Option being exercised, it shall be deemed that the Shareholder against whom the Call Option is exercised (the “Call Option Seller”) thereby unconditionally and irrevocably permits and authorizes the Shareholder exercising the Call Option and/or its designee (as the case may be) (the “Call Option Purchaser”) as the former’s representative to do or cause to be done any acts and things necessary or incidental to effect the transfer of all Shares subject of the Call Option (the “Call Option Shares”) in favor of the latter.
7.7.2. For the avoidance of doubt, the authorization deemed given by the Call Option Seller under Section 7.7.1 shall also include the authorization to the Call Option Purchaser to empower any person as substitute as the Call Option Purchaser deem suitable for carrying on the aforesaid purposes.
7.7.3. Upon the Call Option being exercised, the Call Option Seller shall do or cause to be done any acts and things necessary or incidental to effect the transfer of all Call Option Shares to the Call Option Purchaser within fifteen (15) Business Days after the Call Option Seller’s receipt of the Call Option Exercise Notice, including but not limited to:
(a) executing the share transfer instrument(s) to effect the transfer of the shares subject of the Call Option and delivering the duly executed share transfer instrument(s) to the Call Option Purchaser (or its qualified assignee or designee in the event that Grab is the Call Option Purchaser);
(b) informing the Corporation of the exercise of the Call Option;
Option Completion. 20.1 Each Option Completion shall take place by 11:00 a.m. on the date specified in the applicable Exercise Notice at the Management Co's registered office, or at such other place as may be agreed between the Payor and the Payee.
20.2 At each Option Completion the Payor shall pay to the Payee the applicable Option Price or, if applicable, the first instalment of payment of the applicable Option Price, and the Payee shall deliver (or cause to be delivered) to the Payor a receipt in respect of the same.
20.3 At each Option Completion the Payor and the Payee shall each execute an entry, in respect of the transfer of shares to be transferred to the Payor on the applicable Transfer Completion Date, in the pertinent Register of each of the Sugar and Ethanol Co, the Downstream Co and the Management Co (as applicable), formalizing the transfer of such shares and each of the Sugar and Ethanol Co, the Downstream Co and the Management Co (as applicable) shall do all things within its power necessary to effect the transfer and the registration of the transfer, including the update of the pertinent Register Book of Shares ("Livro de Registro de Ações Nominativas", under Brazilian law) of each of the Sugar and Ethanol Co, the Downstream Co and the Management Co (as applicable). SECTION TEN: REPRESENTATIONS AND WARRANTIES
Option Completion. Option Completion shall take place at 00 Xxxxxxxxxxxxxx Xxxxxx South Melbourne on the first Business Day occurring 5 Business Days after the exercise of the Option or such other date or place as may be agreed between the parties.
Option Completion. 9.1.1 An Option Completion shall take place at such time during normal business hours and at such place in the UK as the Party exercising the Option may specify by written notice to the other, provided that the date fixed for the Option Completion shall not be later than thirty (30) days after notice of exercise is given.
9.1.2 In the event that more than one Party exercises an Option and the Parties are unable to agree the time and place for Option Completion, it is hereby agreed that Option Completion shall take place at 2.00 pm at the Company's registered office on the thirtieth (30th) day after receipt of the last Option notice by the receiving Party.
Option Completion. (a) Option Completion shall take place at the offices of the Company on the date specified in the Put Option Exercise Notice or, if on or prior to such date the Fair Value has not been agreed by the Controlling Founders and the Investor or determined in accordance with Clause 24, on the fifth Business Day following the date of such agreement or determination; or on such later date as the Option Buyer and the Investor may agree.
(b) At Option Completion, the Option Buyer shall pay the Consideration to the Investor.
(c) The Investor shall deliver to the Option Buyer at Option Completion a share transfer form for the Option Shares duly completed in favour of the Option Buyer.
(d) Following Option Completion, each of the parties shall use its reasonable endeavours to ensure the registration of the Option Buyer as the holder of the Option Shares in the register of registered Shares of the Company.
Option Completion. At Option Completion, to the extent not previously delivered, the Sellers shall deliver to the Buyer:
Option Completion. 6.1 The sale and purchase of the relevant Put and Call Shares pursuant to an Option shall be completed by the tenth Business Day after:
6.1.1 in the case of a Call Option exercised pursuant to clause 3.1 and/or clause 3.2, the date of service of the relevant Exercise Notice;
6.1.2 in the case of the First Put Option exercised pursuant to clause 3.3, the later of:
(A) the date of service of the relevant Exercise Notice; and
(B) the first to occur of the date of achievement of the First Milestone and the third anniversary of the date of the Share Purchase Agreement;
6.1.3 in the case of the Second Put Option exercised pursuant to clause 3.4, the later of:
(A) the date of service of the relevant Exercise Notice; and
(B) the first to occur of the date of achievement of the Second Milestone and the sixth anniversary of the date of the Share Purchase Agreement; (or such other date as may be agreed in writing between the Buyer and the Sellers’ Representative).
6.2 At each Option Completion, or otherwise where Put and Call Shares are to be acquired by the Buyer in accordance with this agreement, the Buyer shall, subject to clause 5, pay the Option Consideration by way of electronic funds transfer to the Sellers’ Nominated Account.
6.3 The receipt of Option Consideration to the Sellers’ Nominated Account will be an absolute discharge to the Buyer and the Buyer shall not be concerned whether the Option Consideration is otherwise received by or distributed to the Sellers.
6.4 The Sellers shall deliver or procure the delivery to the Buyer at each Option Completion any documents, waivers, consents or approvals as the Buyer may require to transfer the legal and beneficial interest in the relevant Put and Call Shares to the Buyer at such Completion.
6.5 Each Seller by way of security irrevocably appoints the Buyer, each of its delegates and sub-delegates and each of them jointly and also severally to be its attorney (with full powers of substitution and delegation), in its name or otherwise and on its behalf and as its act and deed to sign, seal, execute, deliver and perfect and do all deeds, instruments, acts and things which that Seller is required or obligated to do pursuant to this agreement and generally to use the name of that Seller in the exercise of all or any of the powers, authorities or discretions conferred on the Buyer or its delegates or sub-delegates including, without prejudice to the generality of the foregoing at each Option Completion:
6.5.1 to do all...
Option Completion. (A) Completion of the sale and purchase of the relevant number of Option Shares (the "Option Completion") pursuant to the exercise of an Option shall take place at the registered office of the Company (or at such other place as the parties to such Option may agree in writing) on the date falling 30 days from the date of the Option Notice (in the case of the CSM Call Option and the HP Call Option (as the case may be)) or on the date specified in Clause 2(C)(v)(c) (in the case of the Party A Option), or such other date as the parties to such Option may agree. The Company - CSM - HP Confidential 9
(B) On each Option Completion:-
(i) EDBI shall deliver to the Option Holder a duly executed transfer form together with the relative share certificates in respect of the number of Option Shares specified in the Option Notice; and
(ii) the Option Holder shall pay to EDBI the purchase price for the number of Option Shares specified in the Option Notice in Singapore Dollars by way of a cashier's order, bank draft drawn on a licensed bank in Singapore and made out in favour of EDBI, or wire transfer, or such other means acceptable to the Option Holder and EDBI.
(C) The restrictions on transfer of shares contained in the Joint Venture Agreement and the Articles shall not apply to the sale and transfer of Option Shares to either Option Holder pursuant to this Agreement.
