Common use of SALE OF SHARES AND COMPLETION Clause in Contracts

SALE OF SHARES AND COMPLETION. 5.1 Subject to the terms of this Agreement: (a) Shiprock Holdings shall sell as legal and beneficial owner and Zealand shall purchase, free from all liens, charges and encumbrances and together with all rights now or hereafter attaching to them, the Shiprock Holdings Shares; (b) the Shiprock Holdings Shares will be sold by the Shiprock Holdings to Zealand for a total initial consideration of $10 (the “Initial Consideration”) and the Deferred Consideration. 5.2 On the Effective Date, Elan and Zealand shall take or (to the extent that the same is within its powers) cause to be taken the following steps prior to or at directors and shareholders meetings of Betacure, or such other meetings, as appropriate: (a) the delivery by Shiprock Holdings to Zealand of a stock transfer form in respect of the Shiprock Holdings Shares duly executed by Shiprock Holdings in favour of Zealand or as it may direct together with the related share certificates; (b) the payment by Zealand to Shiprock Holdings of the Initial Consideration; (c) the transfer to Zealand (or as it may direct) of the share register, and all books and records of Betacure in the possession of Elan (including any minute books and any company seal); (d) the resignation of the Elan Director on Betacure’s Board of Directors and any alternate director of the Elan Director; (e) the adoption of new Memorandum and Articles of Association of Betacure; (f) the modification, as appropriate, by board resolutions of Betacure of matters such as the removal of Elan Corp as book keeper for Betacure, the removal of Elan Corp representatives as authorised signatories of Betacure’s bank account, the resignation of the Company Secretary and any other related matters whatsoever; (g) the entry into of the New Licences; (h) any other steps required by this Agreement; and (i) the registered office of Betacure shall be changed to 00 Xxxxxxx Xxxxxx, Dublin 2.

SALE OF SHARES AND COMPLETION. 5.1 Subject to the terms of this Agreement: (a) Shiprock Holdings shall sell as legal and beneficial owner and Zealand shall purchase, free from all liens, charges and encumbrances and together with all rights now or hereafter attaching to them, the Shiprock Holdings Shares; (b) the Shiprock Holdings Shares will be sold by the Shiprock Holdings to Zealand for a total initial consideration of $10 (the “Initial Consideration”) and the Deferred Consideration. 5.2 On the Effective Date, Elan and Zealand shall take or (to the extent that the same is within its powers) cause to be taken the following steps prior to or at directors and shareholders meetings of Betacure, or such other meetings, as appropriate: (a) the delivery by Shiprock Holdings to Zealand of a stock transfer form in respect of the Shiprock Holdings Shares duly executed by Shiprock Holdings in favour of Zealand or as it may direct together with the related share certificates; (b) the payment by Zealand to Shiprock Holdings of the Initial Consideration; (c) the transfer to Zealand (or as it may direct) of the share register, and all books and records of Betacure in the possession of Elan (including any minute books and any company seal); (d) the resignation of the Elan Director on Betacure’s Board of Directors and any alternate director of the Elan Director; (e) the adoption of new Memorandum and Articles of Association of Betacure; (f) the modification, as appropriate, by board resolutions of Betacure of matters such as the removal of Elan Corp as book keeper for Betacure, the removal of Elan Corp representatives as authorised signatories of Betacure’s bank account, the resignation of the Company Secretary and any other related matters whatsoever; (g) the entry into of the New Licences; (h) any other steps required by this Agreement; and (i) the registered office of Betacure shall be changed to 00 30 Xxxxxxx Xxxxxx, Dublin 2.