Common use of Procedure at Closing Clause in Contracts

Procedure at Closing. The share certificate or certificates that an Investor delivers to the Ordinary Selling Shareholder pursuant to Section 5.1(b) shall be transferred to the prospective purchaser in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the First Transfer Notice, and the Ordinary Selling Shareholder shall concurrently therewith remit to such Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from an Investor exercising its co-sale right hereunder, the Ordinary Selling Shareholder shall not consummate the transfer of any Transfer Shares to such prospective purchaser or purchasers unless and until, simultaneously with such consummation of transfer, the Ordinary Selling Shareholder consummates the purchase of such shares or other securities from such Investor on the same terms and conditions. In selling their Shares pursuant to their co-sale right hereunder, the Investor shall not be required to give any representations or warranties with respect to the business of the Group Companies except to warrant that it has full legal and beneficial ownership of the Shares to be transferred and have not transferred or Encumbered and it has obtained due authorisation to transfer such Shares.

Procedure at Closing. The share certificate or certificates that an Investor such Co-Sale Rights Holder delivers to the Ordinary Selling Shareholder pursuant to Section paragraph 5.1(b) shall be transferred to the prospective purchaser and the Register of Members of the Company shall be updated in consummation of the sale of the Remaining Transfer Shares pursuant to the terms and conditions specified in the First Transfer Notice, and the Ordinary Selling Shareholder shall concurrently therewith remit to such Investor Co-Sale Rights Holder that portion of the sale proceeds to which such Investor Co-Sale Rights Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from an Investor a Co-Sale Rights Holder exercising its rights of co-sale right hereunder, the Ordinary Selling Shareholder shall not consummate the transfer of sell any Transfer Shares to such prospective purchaser or purchasers unless and until, simultaneously with such consummation of transfersales, the Ordinary Selling Shareholder consummates the shall purchase of such shares or other securities from such Investor on the same terms and conditionsCo-Sale Rights Holder. In selling their Shares pursuant to their co-sale right hereunder, the Investor Co-Sale Rights Holders shall not be required to give any representations or warranties with respect to the business of the Group Companies except to warrant that it has full legal and beneficial ownership of the their Shares to be transferred and sold except to confirm that they have not transferred or Encumbered and it has obtained due authorisation to transfer encumbered such Shares.

Procedure at Closing. The share certificate or certificates that an Investor such Co-Sale Right Holder delivers to the Ordinary Selling Shareholder pursuant to Section paragraph 5.1(b) shall be transferred to the prospective purchaser in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the First Transfer Notice, and the Ordinary Selling Shareholder shall concurrently therewith remit to such Investor Co-Sale Right Holder that portion of the sale proceeds to which such Investor Co-Sale Right Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from an Investor a Co-Sale Right Holder exercising its rights of co-sale right hereunder, the Ordinary Selling Shareholder shall not consummate the transfer of sell any Transfer Shares to such prospective purchaser or purchasers unless and until, simultaneously with such consummation of transfersales, the Ordinary Selling Shareholder consummates the shall purchase of such shares or other securities from such Investor on the same terms and conditionsCo-Sale Right Holder. In selling their Shares pursuant to their co-sale right hereunder, the Investor Co-Sale Right Holder shall not be required to give any representations or warranties with respect to the business of the Group Companies except to warrant that it has full legal and beneficial ownership of the their Shares to be transferred and sold except to confirm that they have not transferred or Encumbered and it has obtained due authorisation to transfer encumbered such Shares.

Procedure at Closing. The share certificate or certificates that an Investor such ROFR and Co-Sale Rights Holder delivers to the Ordinary Selling Shareholder pursuant to Section 5.1(b) shall be transferred to the prospective purchaser in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the First Transfer Notice, and the Ordinary Selling Shareholder shall concurrently therewith remit to such Investor ROFR and Co-Sale Rights Holder that portion of the sale proceeds to which such Investor ROFR and Co-Sale Rights Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from an Investor a ROFR and Co-Sale Rights Holder exercising its rights of co-sale right hereunder, the Ordinary Selling Shareholder shall not consummate the transfer of sell any Transfer Shares to such prospective purchaser or purchasers unless and until, simultaneously with such consummation of transfersales, the Ordinary Selling Shareholder consummates the shall purchase of such shares or other securities from such Investor on the same terms ROFR and conditionsCo-Sale Rights Holder. In selling their Shares pursuant to their co-sale right hereunder, the Investor ROFR and Co-Sale Rights Holders shall not be required to give any representations or warranties with respect to the business of the Group Companies except to warrant that it has full legal and beneficial ownership of the their Shares to be transferred and sold except to confirm that they have not transferred or Encumbered and it has obtained due authorisation to transfer encumbered such Shares.

Procedure at Closing. The share certificate or certificates that an Investor such Co-Sale Right Holder delivers to the Ordinary Selling Shareholder pursuant to Section paragraph 5.1(b) shall be transferred to the prospective purchaser in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the First Transfer Notice, and the Ordinary Selling Shareholder shall concurrently therewith remit to such Investor Co-Sale Right Holder that portion of the sale proceeds to which such Investor Co-Sale Right Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from an Investor a Co-Sale Right Holder exercising its rights of co-sale right hereunder, the Ordinary Selling Shareholder shall not consummate the transfer of sell any Transfer Shares to such prospective purchaser or purchasers unless and until, simultaneously with such consummation of transfersales, the Ordinary Selling Shareholder consummates the shall purchase of such shares or other securities from such Investor on the same terms and conditionsCo-Sale Right Holder. In selling their Shares pursuant to their co-sale right hereunder, the Investor Co-Sale Right Holders shall not be required to give any representations or warranties with respect to the business of the Group Companies except to warrant that it has full legal and beneficial ownership of the their Shares to be transferred and sold except to confirm that they have not transferred or Encumbered and it has obtained due authorisation to transfer encumbered such Shares.