Purchaser’s Obligations at Completion. At Completion, the Purchaser must do all of the things stated in Part B of Schedule 2.
Purchaser’s Obligations at Completion. At Completion, and subject to the Sellers complying with their obligations under clause 9.3, the Purchaser shall do or deliver (or cause to be delivered) to the Seller Representative on behalf of the Sellers the matters or items listed in part 3 of schedule 4.
Purchaser’s Obligations at Completion. Upon Completion Purchaser shall:
3.5.1 pay the Purchase Price to the Vendors as follows:
(1) deliver cash in the amount of US$4,957,232 to Principal Vendors' Solicitors by wire transfer or in such other manner as may be agreed in writing between the Principal Vendors' Solicitors and the Purchaser's Solicitors, for further distribution to the Vendors in amounts agreed to among the Vendors in the amounts per Vendor set forth in column 5 of the table in the First Schedule; --------------
(2) deliver 146,435 Consideration Shares having a Market Value of US$2,550,000 to the escrow agent referred to in Clause 3.5.3 to eventually be distributed via the escrow agent to the Principal Vendors, subject to the terms of this Agreement, the Vesting Agreements, Fergal Mulchrone's Vesting Agreement and the Escrow Xxxxxxxxx, xx xxxxxts per Principal Vendor, set forth in column 8 of the table detailed in the First Schedule; ---------------
(3) deliver 244,059 Consideration Shares having a Market Value of US$4,250,000 to the Vendors. Such Consideration Shares will be distributed immediately upon Completion to each of the Vendors in the amounts per Vendor set forth in column 9 of the table in the First Schedule hereto; ---------------
3.5.2 All of the Consideration Shares issued to the Vendors pursuant to this Agreement cannot be sold until after the first anniversary of the Completion Date and will bear a restrictive legend in substantially the following form; THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY ONLY BE SOLD OR TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S (RULE 901 THROUGH 905 AND PRELIMINARY NOTES), PURSUANT TO REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.
3.5.3 Purchaser and the Principal Vendors will, subject to their having agreed mutually acceptable terms, enter into an escrow agreement pursuant to Clause 3.3.11 hereof, (the "Escrow Agreement") with First Union National Bank.
3.5.4 Purchaser and each of the Vendors required to enter into a Vesting Agreement as detailed in column 10 (other than Fergal Mulchrone), of the table in the First Schedule xxx Xxxxxx Xxxxxrone in respect of --------------- Fergal Mulchrone's Vesting Agreem...
Purchaser’s Obligations at Completion. At Completion, and subject to the Seller complying with its obligations under clause 5.3, the Purchasers shall:
(a) pay or cause to be paid the Initial Consideration to the Seller or as directed by the Seller;
(b) pay or cause to be paid the Escrow Amount into the Escrow Account; and
(c) do or deliver (or cause to be delivered) to the Seller the matters or items listed in part 2 of schedule 1.
Purchaser’s Obligations at Completion. At Completion, the Purchaser shall do those things listed in Part 2 of Schedule 9 (Completion Arrangements).
Purchaser’s Obligations at Completion. 3.20.1 Upon Completion, the Purchaser will pay the consideration for the Shares as provided for in clause 2.3(1) to the Vendor and will carry out all of the Purchaser’s obligations set out in Schedule 4, Part 2.
3.20.2 Payment will be made to the Vendor by way of immediately available electronic funds transfer to a bank account nominated by the Vendor or in such other manner as may be agreed in writing between the Vendor and the Purchaser and the receipt of the Vendor in accordance with the terms of this Agreement will be an absolute discharge to the Purchaser.
Purchaser’s Obligations at Completion. At Completion, the Purchaser shall deliver to the Vendor the resolutions of the board of the Purchaser approving the entry into this Agreement.
Purchaser’s Obligations at Completion. At Completion, the Purchaser shall:
Purchaser’s Obligations at Completion. Subject to the conclusion of the matters referred to in Paragraphs 1 and 2 the Purchasers shall1:
(a) procure that 84.8% of the aggregate sum payable pursuant to Clause 3.2 (Payment on Account) shall immediately be paid by way of electronic transfer for same day value to the client bank account of the Sellers' Solicitors at Royal Bank of Scotland Plc (Sort Code: 16-00-19 Account No: ROMAEUR1);
(b) procure that 7.6% of the aggregate sum payable pursuant to Clause 3.2 (Payment on Account) shall immediately be paid by way of electronic transfer for same day value to the client bank account of Lovells at Rabobank (Swift Code: Rabonl2u Account No: 3135.81.614 (Derdengelden Lovells Notariaat));
(c) procure that 7.6% of the aggregate sum payable pursuant to Clause 3.2 (Payment on Account) shall immediately be paid by way of electronic transfer for same day value to the client bank account of the Xxxxxxxxxx Xxxxxxxxx at SEB (Swiftkod: ESSE-SE-SS Account No: 5222-0000000 (Xxxxxx Duffryn));
(d) deliver to the Sellers' Solicitors a counterpart of the Sellers' Deed of Covenant and Xx Xxxxxx' Deed of Covenant, in each case duly executed by the Purchasers and the Purchasers' Guarantor;
(e) deliver to the Sellers' Solicitors the Tax Deed in the Netherlands and the Dutch Notarial Deed, in each case duly executed by Oshkosh Group and Oshkosh European Holdings respectively; and
(f) deliver to the Sellers' Solicitors a copy of the duly signed minutes of the meeting of the board of directors of the Purchasers and the Purchasers' Guarantor authorising the execution of this Agreement and the Deed of Covenant. SCHEDULE 4 WARRANTIES In this Schedule 4 (Warranties), references to the "Company" are references to the Companies and the Subsidiaries individually.
Part 1 - General Warranties
Purchaser’s Obligations at Completion. At Completion, the Purchaser shall: 1. (through the Purchaser Nominee) pay the Consideration in Hong Kong dollars by wire transfer in immediately available funds for a sum equal to the Consideration (net of any bank charges) to the following account, details of which are listed below: BIC Subcustodian Name Hongkong and Hong Kong HK X XXXXXXXX Shanghai Banking Corporation, Hong Kong XXXXXXXX C00019 information (2) Sub Custodian Address for Physical Deliveries (3) Hong Kong Securities XXXXXXX0 CCAS Clearing Company Ltd The Hongkong and Shanghai Banking Corporation Limited SubCustody and Clearing, HSBC Securities Services 0/X, Xxxxxx Xxxxx, 0 Xxxx Xxxx Xxxx, Xxxxxxx, Xxxx Xxxx
