POST-COMPLETION UNDERTAKINGS Sample Clauses
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POST-COMPLETION UNDERTAKINGS. 3.1 The Company shall (and if applicable the Original Shareholders shall exercise their voting rights to procure that the Company shall) as soon as practicable following Completion and in any case no later than March 31, 2017 (in the case of the obligations set out in Clause 3.1(i) and Clause 3.1(iii), below) and 30 Business Days after the Completion Date (in the case of the obligations set out in Clause 3.1(ii), below) :
(i) ensure that to the extent that written contractual agreements do not exist as at the date of this Agreement between any TFI Group Company and (i) its material suppliers constituting the top ten suppliers by value determined with reference to the 12 months prior to the Completion Date or (ii) its material customers constituting the top ten customers by value determined with reference to the 12 months prior to the Completion Date, (and only to the extent that such relationships are not governed by the terms of the Master Franchise Agreements) written contracts and/or written framework supply agreements are entered into with such material suppliers and customers, setting out the terms and conditions subject to which such material suppliers and customers will deal with the TFI Group. For the avoidance of doubt, any delays caused by the counterparties of negotiations related to such contracts shall not constitute a breach of this sub-clause provided that the relevant TFI Group Company acts diligently and in good faith in all such negotiations and further provided that the grace period granted above in relation to breaches of this Clause 3.1
(1) arising from a delay due to negotiations shall not apply to any intra-Group contract that needs to be concluded between TFI Group Companies by operation of this paragraph (i);
(ii) certify and deliver to the Preferred Shareholders notarized copies of the most recent share book of each TFI Group Company (other than the Company), which are fully updated and corrected so as to reflect the current, accurate and up to date holdings of shares, including all share issues and transfers that have taken place in respect of each TFI Group Company, up to and including the date of this Agreement; and
(iii) where the constitutional documents of any TFI Group Company set any limitation on the length of time for which such TFI Group Company will be incorporated, deliver to the Preferred Shareholders the copies of Trade Registry extract indicating that such constitutional documents are amended so as to provide that ...
POST-COMPLETION UNDERTAKINGS. 5.1 Subject to Completion:
(a) the Seller undertakes to the Purchaser that the Seller shall deliver to the Purchaser the Management Accounts within one (1) month after Completion;
(b) each Party undertakes to the other Parties that it shall, do all things necessary (to the extent possible in accordance with the Applicable Laws) in respect of the appointment of ▇▇▇▇ and ▇▇▇▇▇ as directors of the Company (including the obtaining of approval from the MAS pursuant to section 65(1) of the Payment Services Act 2019 of Singapore);
(c) each Party undertakes to the other Parties that it shall, do all things necessary to co-operate with the other Parties to facilitate the appointment of ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ as the authorised signatories of the bank accounts maintained by the Company by the Handover Date;
(d) each of the Seller and the Purchaser undertakes to the Purchaser and the Seller respectively that it shall not sell its Shares to any third parties without the prior written consent of the Purchaser and the Seller respectively, save that the Seller may sell its Shares to Gemini Asia Holdings Limited and Alpha Oriental Investment Global Holdings Limited;
(e) the Purchaser undertakes to the Seller that it shall, and shall procure that the Company shall, make payment of the Total Equity, as defined in the Management Accounts, to the Seller by the Handover Date; and
(f) the Seller undertakes to the Purchaser that she shall ensure and procure that LCY shall remain a director of the Company for a period of 12 months from the Completion Date.
5.2 Undertakings by the Purchaser
(a) the Purchaser shall ensure that all transactions and business activities conducted by the Company are compliant with all applicable Anti-Money Laundering Laws and the Payment Services Act 2019 of Singapore;
(b) the Purchaser shall ensure that all monetary transfers and Company-related banking activities conform to the operational requirements and compliance policies of the relevant financial institutions; and
(c) the Purchaser shall be solely responsible for and pay all fines, penalties, or costs imposed by any Government Authority arising from any breach of local laws, regulatory obligations, or applicable Anti-Money Laundering Laws attributable to its conduct and activities. This Clause 5.2 shall remain in full force and effect notwithstanding Completion.
POST-COMPLETION UNDERTAKINGS. 11.1 The Purchaser shall procure that the Company and each Subsidiary shall within 20 Business Days after Completion remove any name containing a reference to the name “Rubicon” or the whole or part of the corporate name of any other member of the Retained Group or any confusingly similar word, name or logo of any other member of the Retained Group on any vans or vehicles or work-clothing owned by any Subsidiary and provided by any Subsidiary to its employees.
11.2 The Purchaser shall procure that within 10 Business Days after Completion each Subsidiary and the Company shall have ceased communicating (whether in writing, orally or otherwise), trading with any third party or using any name containing a reference to “Rubicon” or the whole or part of the corporate name of any other member of the Retained Group or any confusingly similar word or name.
POST-COMPLETION UNDERTAKINGS. 9.1 The Buyer and Seller shall co-operate and use their reasonable endeavours to obtain the release and discharge of the Seller and each other member of the Virgin Media Group from each Virgin Media Guarantee which has been Disclosed (with effect from Completion and on terms reasonably satisfactory to the Seller).
9.2 If, following Completion, it is discovered that a Virgin Media Guarantee has been or given or incurred by the Seller or any other member of the Virgin Media Group, that is not Disclosed:
(a) each of the Buyer and the Seller shall co-operate and use its reasonable endeavours to obtain the release and discharge (with effect from Completion and on terms reasonably satisfactory to the Seller) of the Seller and each other member of the Virgin Media Group from any such Virgin Medial Guarantee;
(b) the Buyer shall use all reasonable endeavours in its capacity as a shareholder of the Target Group Companies to ensure that to the extent it is reasonably able to do so each Target Group Company and UK Progco satisfies any debts, liabilities or obligations underlying any such Virgin Media Guarantee.
9.3 The Buyer shall indemnify the Seller and each member of the Virgin Media Group against, and pay to them on demand an amount equal to any cost, claim, demand, expense, loss, liability or obligation which the Seller or any member of the Virgin Media Group may incur or suffer (including all costs and expenses (including reasonable legal fees) and together with any applicable VAT) after Completion pursuant to or in connection with any Virgin Media Guarantee arising as a result of the failure of a Target Group Company or UK Progco (as applicable) to promptly perform, discharge or satisfy a debt, liability or obligation which is the subject of a Virgin Media Guarantee.
9.4 The Buyer undertakes to the Seller that, as soon as reasonably practicable following Completion and in any event within 28 days following the Completion Date, it will notify Ofcom of the change of control of each of UK Channel Management, UK Gold Services Limited and UKTV New Ventures arising as a consequence of completion of the Transaction.
9.5 The Seller hereby declares that from the Completion Date until the earlier of (i) the date that the Buyer or its nominee becomes the registered holder of any of the Target Shares or the UK Progco Shares and (ii) thirty (30) days after the Completion Date (the “Registration Period”), it will:
(a) hold such Target Shares and/or UK Progco Shares and any ...
POST-COMPLETION UNDERTAKINGS. 10.5.1 The Purchaser undertakes that following Completion it shall promptly confirm to the Seller the satisfaction of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇’▇ obligations pursuant to clause 6.1.2 of the Transitional Services Agreement in respect of each Relevant Project (as defined in the Transitional Services Agreement).
POST-COMPLETION UNDERTAKINGS. 19.1 The Seller shall, and shall procure that each Business Seller shall, as soon as practicable upon receipt, send to the Buyer:
19.1.1 all monies or other items belonging to the Buyer or a Buyer’s Group Company which should have properly been paid or provided to the Buyer or a Buyer’s Group Company in relation to the Business; and
19.1.2 all notices, correspondence, orders or enquiries to the extent they relate to the Business, which are received by the Seller or the relevant Business Seller after Completion.
19.2 The Buyer shall, and shall procure that each member of the Buyer’s Group shall, as soon as practicable upon receipt, send to the Seller all monies or other items belonging to the Seller or any Business Seller which should have properly been paid or provided to the Seller or any Business Seller in relation to the Business in relation to the period up to and including Completion, and which are received by the Buyer or any member of the Buyer’s Group after Completion.
19.3 To the extent legally permitted, the Seller will at the request of the Buyer allow Buyer’s Group Company to rely on the Seller’s Approvals pending issuance of new Approvals to the relevant member of the Buyer’s Group.
POST-COMPLETION UNDERTAKINGS. Each of the Warrantors jointly and severally undertakes to the Investors to procure that:
POST-COMPLETION UNDERTAKINGS. 17.1 For a period of six years following Completion, the Purchaser shall make available to any Seller, at such Seller’s expense, the Books and Records of the Group Companies in respect of the period prior to Completion which are reasonably required by that Seller for the purpose of dealing with its tax and accounting affairs. Such access to these Books and Records shall be granted upon reasonable notice by the Seller and, subject to there being no material disruption to the business of any Group Company, the Purchaser shall procure that such Books and Records are made available to the Seller for inspection (during normal working hours) and, where reasonably required for the purpose of dealing with such affairs, copying (at the Seller’s expense).
17.2 For a period of nine months following Completion, the Institutional Seller shall preserve and maintain its corporate existence and not propose or pass any resolution for the winding up of the Institutional Seller.
17.3 To ensure compliance with the restrictions imposed by this Agreement and the Securities Act with respect to the Share Equity Consideration, each Seller agrees that Amplify may issue appropriate “stop-transfer” instructions to its transfer agent, if any. Amplify shall not be required (i) to transfer on its books any portion of the Share Equity Consideration that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or applicable securities laws or (ii) to treat as owner of such portion of the Share Equity Consideration, or to accord the right to vote or pay dividends, to any purchaser or other transferee to whom such portion of the Share Equity Consideration has been purportedly so transferred.
17.4 Each book-entry security entitlement representing any Share Equity Consideration (or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event) issued to or held by any Seller in accordance with the terms hereof shall bear the following legends (in addition to any other legends required by law or governing documents of Amplify): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURS...
POST-COMPLETION UNDERTAKINGS. 13.1 The Buyer acknowledges that a Seller may need access from time to time after Completion to certain accounting, Tax and other records and information held by the members of the Group to the extent such records and information pertain to events occurring prior to Completion for the purpose of (i) filing his or its Tax Returns or dealing with the relevant Tax Authority in respect of such returns or (ii) complying with applicable Law or (iii) in the case of the Institutional Seller fund reporting or compliance or fund raising, and, accordingly, the Buyer agrees that it shall cause each Group Company to:
POST-COMPLETION UNDERTAKINGS. 19.1 The Seller and its Affiliates shall cease to use the “Norit” name and any variations thereof (including by changing the name of any entity whose name contains the “Norit” name or variation thereof) as soon as practicable following Completion and in any event within two months of Completion, provided that the foregoing shall not apply to the Sponsors’ communications with investors or prospective investors, internal administration and compliance with Law.
19.2 The Seller shall cooperate in good faith with Purchaser to procure the consent of the independent auditors of the Group Companies to the filing by the Purchaser with the SEC of the financial statements of the Group Companies following Completion and the incorporation by reference of those financial statements as required by the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and will otherwise reasonably cooperate with the Purchaser in connection therewith.