POST-COMPLETION MATTERS. 10.1. Each Seller agrees in respect only of itself that the Seller shall, for so long as the Seller remains the registered holder of any of the Relevant Shares after Completion, hold those Relevant Shares with all rights and benefits attaching or accruing to them on or after the date of this Agreement as bare trustee for the Buyer absolutely.
10.2. For a period of [***] after Completion each Seller hereby irrevocably undertakes to the Buyer pending registration by the Company of the transfer of the Seller’s Relevant Shares to the Buyer, to exercise any votes attaching to any of the Seller’s Relevant Shares or sign any consent to short notice of a general meeting (or written resolution in lieu thereof) as the Buyer may reasonably direct. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.
10.3. Each Seller acting severally shall execute and shall procure the execution of, all documents and deeds and/or do or procure the doing of, all acts and things that the Buyer reasonably requires after Completion to vest in the Buyer legal title to and the full benefit of the Relevant Shares held by such Seller.
10.4. Subject to clause 10.5, each of the Sellers (for itself and for and on behalf of each of its Affiliates) hereby irrevocably agrees that, with effect from and conditional upon Completion:
(a) the Shareholder Arrangements are hereby terminated;
(b) any and all rights of any Seller and/or any of its Affiliates and any and all obligations of the Company under, pursuant to or in connection with the Shareholder Arrangements, along with any other claim or demand of any Seller or any of its Affiliates against the Company, which are subsisting or outstanding at the date of this Agreement are expressly waived and released, including any and all such rights and obligations, claims and demands which may have accrued in respect of any period prior to Completion; and
(c) any and all other debts or liabilities (whether actual, contingent or prospective and including any interest thereon) of the Company to any Seller under, pursuant to or in connection with the Shareholder Arrangements or otherwise which are subsisting or outstanding at the date of this Agreement are expressly waived, released and discharged.
10.5. Each Seller shall ensure that at Completion there will be no amounts owing by the Company...
POST-COMPLETION MATTERS. Following the completion of the Landlord Work, Landlord shall assemble and maintain at the property management office for the Project copies of (i) all warranties, operating manuals, specifications and similar items with respect to the Building, and (ii) as-built architectural and engineering drawings (including the master background) and any other plans for the Landlord Work. Following the completion of the Work, upon the request of Tenant and at Landlord's expense, Landlord also shall assemble and deliver to Tenant copies of reproducible as-built plans and specifications for the Building (in an auto-cad format, if available).
POST-COMPLETION MATTERS. 8.1 The Shareholders declare that for as long as they remain the registered holders of the Shares after Completion they will:
(a) hold the Shares and the dividends and any other moneys paid or distributed in respect of them after Completion and all rights arising out of or in connection with them in trust for the Purchaser;
(b) deal with the Shares and all such dividends, distributions and rights as the Purchaser may direct for the period between Completion and the day on which the Purchaser or its nominee is entered in the register of members of the Company as the holder of the Shares.
8.2 The Shareholders irrevocably appoint the Purchaser as their attorney for the purpose of exercising any rights, privileges or duties attaching to the Shares including receiving notices of and attending and voting at all meetings of the members of the Company from Completion to the day on which the Purchaser or its nominee is entered in the register of members of the Company as the holder of the Shares.
8.3 For the purpose of clause 8.2, the Shareholders authorise:
(a) the Company to send copies of any notices in respect of their share holdings to the Purchaser;
(b) the Purchaser to complete and return proxy cards, consents to short notice and any other document required to be signed by the Purchaser as a member.
POST-COMPLETION MATTERS. Each Transaction Party must file a mortgage in favour of the Finance Parties in respect of:
(1) Neutron’s leasehold interest described in the Xxxx Xxxxxx and Ambrosia Lake Leases within 10 Business Days of the first Funding Date under the Tranche 1 Facility; and
(2) CRL’s leasehold interest described in the Cebolleta Lease within 10 Business Days of completion under the Cebolleta Acquisition Agreement.
POST-COMPLETION MATTERS. The Seller shall for so long as it remains the registered holder of any of the PUK Shares after Completion hold those PUK Shares with all rights and benefits attaching or accruing to them on or after the date of this Agreement as bare trustee for the Buyer absolutely.
POST-COMPLETION MATTERS. 18.1 Use of Seller and Business names, logos, etc
(a) as at Completion Date or, if later, following approval of the requisite majority of the Seller’s shareholders, that the Seller change its name to Bricks Newco Plc;
(b) subject to clause 18.8(c) in relation to the grant of a licence to use the name “Purplebricks”, as at the Completion Date or such later date as the parties agree in writing, that the Seller Group ceases to use any domain name that includes the word "Purplebricks" (or any word which is confusingly similar); and
(c) within 5 days of the Completion Date or such later date as the parties agree in writing, that the Seller Group removes from its websites and all assets owned or used by the Seller Group (including products, packaging, marketing materials, business stationery, vehicles and premises), following approval of the Seller’s change of name by requisite majority of the Seller’s shareholders (where applicable), any company or trading name, domain name, logo or trade or service mark (whether registered or unregistered) which is included in the Business IP or any word or device which is confusingly similar, in the case of each of clauses 18.1(b) and 18.1(c), save to the extent that the Seller is required to comply with its obligations pursuant to this agreement and/or any other Acquisition Documents and subject to such usage by the Seller Group as is requested or approved by the Purchaser or is otherwise reasonably required to comply with its obligations under this agreement (including in facilitating the transfer of the Business and Assets to the Purchaser).
18.2 Seller's access to information
(a) the Business Records are preserved for seven years from the Completion Date (or such longer period required by law); and
(b) (on giving reasonable notice to the Purchaser) the Seller Group, any current or former directors and officers of the Seller Group and their respective representatives are permitted during normal business hours to have access to, and to take copies (at the Purchaser’s expense) of, such Business Records (which are delivered or made available to the Purchaser in accordance with Schedule 2) as well as any employees or representatives of the Purchaser Group where reasonably requested by the Seller:
(i) as any member of the Seller Group or any current or former director or officer of the Seller Group may reasonably require for tax, accounting or insurance purposes, or otherwise in connection with any Proceedings;
(ii) as any memb...
POST-COMPLETION MATTERS. 4.1 On the last day of the Pricing Period, the Lender shall notify the Mortgagor in writing by means of the Loan Facility Letter of the Loan Closing Price determined.
4.2 The Lender shall maintain on its books in accordance with its usual practice a set of accounts recording the shares and cash from time to time received from the Mortgagor hereunder. In any legal proceeding for the purpose of this Deed, the entries made in such accounts shall, in the absence of manifest error, be conclusive and binding on the Mortgagor.
4.3 The Lender shall place the Collateral Shares and the Additional Collateral (if applicable) with the Custodian who shall hold the Collateral Shares to the Lender’s order in accordance with the terms and conditions of the Finance Documents.
POST-COMPLETION MATTERS. 7.1 The Seller undertakes that for so long as it remains the registered holder of any of the Sale Shares after Completion it will:
7.1.1 hold the Sale Shares and any dividends and other distributions of profits or surplus or other assets declared, paid or made in respect of them after Completion and all rights arising out of or in connection with them in trust for the Buyer and its successors in title; and
7.1.2 deal with and dispose of the Sale Shares and all such dividends, distributions and rights as are described in Clause 7.1.1 as the Buyer (or any such successor) may direct.
7.2 From Completion until such time as the Buyer is entered in the register of members of EIPRL as the registered holder of the Sale Shares the Seller irrevocably appoints the Buyer as its lawful attorney for the purpose of:
7.2.1 signifying agreement to any written resolution of EIPRL circulated in accordance with Chapter 2 of Part 13 of CA 2006; and
7.2.2 receiving notices of and attending and voting at all meetings of the members of EIPRL.
7.3 The Seller authorises and directs:
7.3.1 EIPRL to send any written resolutions and notices in respect of its holding of the Sale Shares to the Buyer; and
7.3.2 the Buyer to complete the same in such manner as it thinks fit and to return proxy cards, consents to short notice and any other documents required to be signed by it in its capacity as a member of EIPRL.
7.4 The Seller shall at its own cost execute or, so far as each is able, procure that any necessary third party shall execute all such documents and/or do or, so far as each is able, procure the doing of such acts and things as the Buyer shall after Completion reasonably require in order to give effect to this Agreement and any documents entered into pursuant to it.
POST-COMPLETION MATTERS. 7.1 Without limitation to the provisions of sub-clause 7.3 and 7.4, from the date of this Agreement to the expiration of the period of five years commencing on the first to occur of:
7.1.1 the date of the first sale or rental by way of licence of the Product or
7.1.2 1st July 1994; Provided That the date of lst July 1994 aforesaid shall be extended if the Budget is reduced pursuant to any provision of sub-clause 7.3.1 in which event the said date of lst July 1994 shall be such later date as Synon and Simox Xxxxxxxx xxxll agree in writing (both acting reasonably) and failing agreement being reached shall be the date of first sale or rental of the Product as aforesaid:
(a) Synon shall not sell transfer assign or otherwise part with possession of the Shares or any of them (other than to a subsidiary of Synon) unless it has prior to such transaction, as aforesaid, transferred ownership of the unencumbered Product in its entirety and all intellectual property rights therein and the Service Contracts, to a subsidiary of Synon that simultaneously contracts with the Vendors to be bound by all of the provisions of this Agreement and the Service Contracts that bind Dysys, without the prior written consent of each of the Vendors;
(b) Synon and Dysys and its transferees shall not sell transfer assign or otherwise part
POST-COMPLETION MATTERS. 4.1 The Buyer shall use its best efforts to ensure that the admission of the Consideration Shares and the Founder Shares to trading on AIM becomes effective in accordance with paragraph 16.6 of the AIM Rules as soon as practicable following Completion and confirms that it is not aware of any reason why the said shares should not be admitted to AIM.
4.2 The Buyer shall deliver the share certificate(s) relating to the Consideration Shares to the allottee of the Consideration Shares in accordance with clause 3.4.3 promptly following the admission of the Consideration Shares becoming effective. The Seller acknowledges and agrees that the receipt by Take-Two of such share certificates constitutes a complete discharge of the Buyer's obligation under this clause.
4.3 The Buyer shall deliver share certificates in respect of the Founder Shares to be issued pursuant to the Founder Subscription to and share certificates in respect of the balance to an employee trust to be set up in accordance with the Pixel Acquisition Employee Trust Arrangements following its establishment.
4.4 The parties acknowledge that the Buyer intends to establish an option scheme in accordance with Israeli law for the benefit of specified employees of Pixel as at the Completion Date. The option scheme is intended to be based on the Buyer's existing UK unapproved option scheme to the extent reasonably possible and taking into account the most beneficial taxation consequences for those Pixel employees. The parties agree that should it not be possible to implement such a scheme they will endeavour to put in place some other tax effective employee incentive scheme.
4.5 The Buyer undertakes to procure that following Completion each Group Company shall make, return or file all filings in relation to Pixel's status as an Approved Enterprise (for the purposes of Israeli tax matters) which are due to be made, returned or filed prior to the Completion Date.
