Post Completion actions. (a) The Company will procure that the relevant ASIC forms are lodged to reflect the issue of the Subscription Notes as soon as practicable, and in any event within 15 days, after Completion.
(b) The Company must, in consultation with the Noteholders, use reasonable endeavours to appoint an investor and media relations consultant to assist the Company with investor and media communication matters within 10 Business Days of the Second Completion Date.
Post Completion actions. The Purchaser shall, following Completion:
(a) deliver, or procure the delivery of, the documents set out in Part 1B of Schedule 2 to which any member of the Purchaser Group is a party to the Seller; and
(b) comply, or procure compliance, with the obligations set out in that part.
Post Completion actions. (a) From Completion until the Sale Shares are registered in the name of the Acquirer, Boral Seller must:
(i) appoint the Acquirer as its sole proxy as holder of Sale Shares to attend shareholders’ meetings and exercise the votes attaching to the Sale Shares;
(ii) not vote at any shareholders’ meetings of BAGL in respect of the Sale Shares;
(iii) take all other actions in the capacity of a registered holder of the Sale Shares as the Acquirer directs, and the Acquirer indemnifies Boral Seller against all Loss suffered or incurred by it arising out of the implementation of any action taken in accordance with such proxy.
(b) From Completion until the USG Contributed Shares are registered in the name of BAGL, Subscriber 2 must:
(iv) appoint BAGL as its sole proxy as holder of the relevant USG Contributed Shares to attend shareholders’ meetings and exercise the votes attaching to the USG Contributed Shares;
(v) not attend and vote at any shareholders’ meetings of any USG Contributed Entity;
(vi) take all other actions in the capacity of a registered holder of the USG Contributed Shares as BAGL directs, and Boral indemnifies Subscriber 2 against all Loss suffered or incurred by it arising out of the implementation of any action taken in accordance with such proxy.
Post Completion actions. Immediately following Completion, PGL and MBC must procure that relevant corporate or other forms are lodged with the applicable Government Agencies to reflect the actions taken under this Schedule 1.
Post Completion actions. (a) The Buyer shall not, and shall not cause or permit any Group Company to:
(i) amend or cause to be amended any Tax return relating to Taxes of the Group Companies in respect of a Tax period, or portion thereof, ending on or before the Completion Date;
(ii) make change or revoke any Tax election or deemed Tax election that has any effect on the Seller or its Affiliates, or has any effect on any Group Company with respect to a Tax period, or portion thereof, ending on or before the Completion Date;
(iii) take any action on the Completion Date but after the time of Completion not contemplated by this deed that is outside of the ordinary course of business; or
(iv) take any other action with respect to a Tax period, or portion thereof, ending on or before the Completion Date that may give rise to an indemnification obligation of the Seller pursuant to this deed, result in an increase in the amount of Taxes taken into account in a manner that reduces Working Capital, or may cause any reduction or impairment of any Tax relief or other Tax benefit or attribute with respect to the Seller or any Group Company for any Tax period ending on or prior to the Completion Date, in each case in respect to the foregoing, without the prior written consent of the Seller, which consent will not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Buyer shall not, and shall not cause any Group Company to, make any United States federal income Tax entity classification election pursuant to United States Treasury Regulation Section 301.7701-3(c) with respect to any Group Company with an effective date before two days after the Completion Date.
(b) Notwithstanding anything to the contrary in this deed, upon the Seller’s written request (but only upon such request from the Seller), the Buyer shall, or shall cause any of its Affiliates to, make an election under Section 338(g) of the United States Internal Revenue Code of 1986, as amended (the Code), with respect to the purchase of interests in any Group Company for U.S. federal income tax purposes. The Seller shall cooperate in good faith with the Buyer and its Affiliates and provide the Buyer and its Affiliates with commercially reasonably assistance in making such an election. The Buyer shall not, and shall not cause or permit any of its Affiliates to, make an election under Section 338(g) of the Code with respect to the purchase of interest in any Group Company in the absence of a request from the ...
Post Completion actions. 11.1 The Seller shall procure that each Intra-Group Trading Amount owed by a member of the Seller’s Group to a Group Company is settled in the ordinary and normal course of business in accordance with the terms on which such Intra-Group Trading Amount was incurred.
11.2 The Purchaser shall procure that each Intra-Group Trading Amount owed by a Group Company to a member of the Seller’s Group is settled in the ordinary and normal course of business in accordance with the terms on which such Intra-Group Trading Amount was incurred.
Post Completion actions. 5.1. Within 7 (Seven) calendar days of the Completion Date, the Seller shall cause the Company to provide to the Purchaser a copy of the beneficiary position released by the Company's registrar and share transfer agent reflecting the Purchaser as the owners of the relevant Sale Shares.
5.2. The Seller shall complete the filing of Form FC-TRS in accordance with Applicable Laws and within 30 (Thirty) days from the Completion Date. The Seller shall provide, when generated, a copy of the duly acknowledged and approved Form FC-TRS (“Approved Form”) to the Purchaser, provided that the Seller shall make best efforts to procure a copy of the Approved Form within 5 (Five) days from the date of filing but in no case later than 15 (Fifteen) days from the date of filing of the Form FC-TRS.
5.3. The Seller shall procure from the Company and provide to the Purchaser, on reliance basis, a fair market valuation certificate indicating the fair value of the Sale Shares under Section 50CA / 56(2)(x) of the Income Tax Act in the manner as prescribed under Rule 11UA/ Rule 11UAA of the Income Tax Rules, 1962, no later than 15 Business Days from the Completion Date, from a chartered accountant in accordance with the Income Tax Act and who is a person of repute.
Post Completion actions. 9.1 Other than as may be required in connection with sales of Stock permitted under Clauses 20.2(e) or 20.2(g) and subject to any such quality control requirements as may reasonably be established by the Purchaser, within [***] from the transfer of the final Transferring MA to the Company in the case of clause 9.1(a) and within [***] from the transfer of the final Transferring MA to the Company in the case of clause 9.1(b) and save as otherwise agreed in any other Transaction Document, the Sellers shall at their own cost procure that as soon as reasonably practicable:
(a) neither the Sellers nor any member of the Retained Group shall use the name “Proleukin”; and
(b) all references to the Business shall be removed from the websites under any domain names retained by the Sellers and/or by any other member of the Retained Group, together with all hypertext links to websites relating to the Business.
9.2 The Purchaser shall at its own cost procure that as soon as reasonably practicable but in any event within [***] following Completion:
(a) no member of the Purchaser’s Group shall use the name “Clinigen” or any other mark, logo, name, symbol or design which, in the opinion of the Sellers, is capable of being confused with “Clinigen”; and
(b) all references to the Sellers wherever and however any such reference is made by the Purchaser’s Group in connection with the Business are removed.
9.3 The Purchaser shall use all reasonable endeavours to procure that the Sellers and each other member of the Retained Group shall be unconditionally and irrevocably released in full from their respective obligations under the Parent Company Guarantee on or prior to Completion, such release to be in form and substance satisfactory to the Sellers (acting reasonably).
9.4 The Purchaser undertakes to indemnify and hold the Sellers and each other member of the Retained Group harmless from and against all Losses suffered or incurred by it after Completion in relation to or arising out of the Parent Company Guarantee, to the extent that the Parent Company Guarantee is not released (or replaced by the Purchaser) at or prior to Completion
9.5 The Sellers warrant to the Purchaser that there are no guarantees, security interests, indemnities, support letters or other contingent obligations given by the Company in favour of the Retained Group (“Retained Group Guarantees”) and to the extent any Retained Group Guarantees do exist, the Sellers undertake to indemnify and hold the Purchaser ...
Post Completion actions. Following Completion:
(1) the Seller agrees and acknowledges that it shall, and shall procure relevant Seller Representative(s)to, use all reasonable endeavours to assist the Buyer in connection with the following registrations following Completion:
(a) registration of such nominated person of the Buyer with the Beijing Administration of Industry and Commerce of the PRC, as the chief representative of the Representative Office; and
(b) registration of such nominated person of the Buyer with the Shanxi Administration for Industry and Commerce of the PRC, as the responsible officer of PAPL SX.
(2) the Buyer shall ensure all the Consideration Shares shall be promptly registered in the name of the Seller (or its nominee(s) as specified by the Seller in writing) and that the Seller (or its nominee(s) as specified by the Seller in writing) shall promptly become the registered holder of all related rights pertaining to those Shares.
(3) The Buyer will provide all reasonable assistance requested by the Seller in relation to the winding up, dissolution and/or deregistration (as applicable) of the Subsidiaries. For the avoidance of doubt, any and all out-of-pocket expenses or other amounts expended by the Buyer in connection with winding up, dissolution and/or deregistration (as applicable) of the Subsidiaries (other than reasonable costs of engagement of Buyer Representatives and staff) shall be reimbursed by the Seller upon receipt of Buyer’s invoice therefor.
Post Completion actions. 6.1 Each of Seller and Seller 2 shall file its return of income in India, disclosing the income arising on the sale of the Sale shares and Seller 2 Sale Shares respectively as required under the provisions of the IT Act, within the due dates prescribed under the provisions of the IT Act.
6.2 The Company shall file the relevant e-forms with the registrar of companies in relation to appointment and resignation of directors on the Board in terms of Clauses 5.3.9 above, within the due dates prescribed under applicable Law; and
6.3 The Company shall give notice of the change in its ownership and management (in the prescribed format) to the relevant Governmental Authorities including the Governmental Authorities as prescribed under the Employee’ Provident Funds and Miscellaneous Provisions Act, 1952, Employees’ State Insurance Act, 1948 and the Tamil Nadu Shops and Establishment Act, 1947.
