Second Completion. 9.1 Second Completion shall take place on the date falling 20 Business Days from the First Completion Date or such later date as the Purchaser may agree in its absolute discretion (the "Second Completion Date").
9.2 On the Second Completion Date, the Vendors shall deliver (where appropriate as agent for each of the Companies) the Audited Accounts in such form as may be acceptable to the Purchaser.
9.3 Provided the Vendors comply with all their obligations under Clause 8.2 NewLead shall, on the Second Completion Date allot and issue to the Vendors the Second Consideration Shares (the number of which shall be calculated in accordance with Clause 5.3 above) pursuant to Rule 144A of the Securities Act as fully paid and non-assessable and free from all taxes, liens, claims and encumbrances with respect to the issue thereof.
9.4 If for any reason the provisions of Clause 8.2 are not fully complied with, notwithstanding anything else contained in this Agreement, the Purchaser shall have no further obligation whatsoever to issue any further Consideration Shares (including, without limitation, the Second Consideration Shares, the Deferred Shares and any True-Up Shares).
Second Completion. 7.1 The Purchaser may, at any time after the execution of this Agreement, specify the Second Completion Date by notice to the Seller (the “Second Completion Notice”), provided that the Second Completion Date so specified shall be: (a) on or after the First Completion Date; (b) no later than the 15th Business Day following (i) the Long Stop Date or (ii) Postponed Long Stop Date, as the case may be; and (c) on or after the 5th Business Day following the date of the Second Completion Notice.
7.2 Subject to the First Completion having taken place, the Second Completion shall take place on the Second Completion Date at the offices of the Purchaser’s Solicitors at 00/X, Xxxxxxx Xxxxx, Xxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Kong.
7.3 At Second Completion the Seller shall do those things listed in Part A (Seller’s obligations) of Schedule 2B (Second Completion arrangements) and the Purchaser shall do those things listed in Part B (Purchaser’s obligations) of Schedule 2B (Second Completion arrangements). Second Completion shall take place in accordance with Part C (General) of Schedule 2B (Second Completion arrangements).
7.4 The Purchaser shall not be obliged to complete the sale and purchase of the Second Completion Sale Shares unless the Seller complies with the requirements of sub-clause 7.3 and Part A (Seller’s obligations) of Schedule 2B (Second Completion arrangements). The Seller shall not be obliged to complete the sale and purchase of the Second Completion Sale Shares unless the Purchaser complies with the requirements of sub-clause 7.3 and Part B (Purchaser’s obligations) of Schedule 2B (Second Completion arrangements).
7.5 Neither party shall be obliged to complete the sale and purchase of any of the Second Completion Sale Shares unless:
(A) the sale and purchase of all the Second Completion Sale Shares is completed simultaneously; and
(B) the Second Completion under this Agreement and the Second Completion (as defined under the Kofu SPA) occur substantially contemporaneously.
7.6 If the obligations of the Seller under sub-clause 7.3 and Part A (Seller’s obligations) of Schedule 2B (Second Completion arrangements) are not complied with on the Second Completion Date the Purchaser may, and if the obligations of the Purchaser under sub-clause 7.3 and Part B (Purchaser’s obligations) of Schedule 2B (Second Completion arrangements) are not complied with on the Second Completion Date the Seller may:
(A) defer Second Completion (so that the provisions of this clau...
Second Completion. Subject to clauses 9.2 and 9.4 and the satisfaction or waiver of the Second Condition, Second Completion shall take place at the offices of Cooley (UK) LLP at 4 p.m. BST on 15 July 2017, or at any time, date and place within the six (6) calendar months thereafter as may be agreed in writing between the Parties. On Second Completion:
(A) the parties shall have the obligations set out in relation to each of them in Part B of Schedule 5; and
(B) BGL shall, if Consideration Shares are to be issued to any Sellers in part or full satisfaction of the Second Consideration, deliver to the Sellers satisfactory evidence of the issue of such Consideration Shares to the Sellers (for which purpose, without limitation, a copy of the board minutes of BGL authorising the issue shall be deemed satisfactory for the purposes of this clause); and
(C) the Purchaser shall pay or procure the payment of such part of the Second Consideration to be satisfied in cash by way of electronic transfer for same day value to the Sellers.
Second Completion. 7.1 Subject always to the provisions of Clause 6.1, Second Completion shall take place on the Second Completion Date.
7.2 At Second Completion, BP shall pay the sum of forty-one million, nine hundred thousand Dollars (US$ 41,900,000) (the “Second Consideration Amount”) to Kosmos (or to such person as directed by Kosmos) in accordance with Clause 9.
7.3 On First Completion, Kosmos shall procure that JVCo appoints Xxxxxx Xxxxx and Xxxx Xxxxx as directors of JVCo provided that such directors have consented to act.
7.4 On or before Second Completion, but in any event no sooner than five Business Days after signing of this Agreement, BP shall deliver to Kosmos:
(A) a duly executed guarantee from BP Exploration Operating Company Limited in the form set out in Exhibit I Part 1; and
(B) a duly executed “back-to-back” guarantee from BP Exploration Operating Company Limited in the form set out in Exhibit I Part 2.
Second Completion. Second Completion shall be conducted by remote exchange of documents or electronic documents on the tenth (10th) Business Day after satisfaction or waiver of all of all of the Second Completion Conditions and the conditions set forth in Section 3.4 (except for those conditions which by their nature may not be satisfied until Second Completion, but subject to the satisfaction or waiver thereof at Second Completion), or at such other time as the Company and PAG may mutually agree in writing. The Company shall promptly notify PAG in writing after satisfaction of all of the Second Completion Conditions (except for those conditions which by their nature may not be satisfied until Second Completion, and for such purpose, disregarding any requirement that any Second Completion Condition is subject to satisfaction of PAG) (such notice, the “Second Completion CP Satisfaction Notice”). Subject to Section 3.3 and Section 3.4, the Parties shall use all commercially reasonable efforts to consummate Second Completion within three (3) months after completion of the Rollover Transactions or, if any Acceleration Trigger occurs prior to completion of the Rollover Transactions, within one (1) month after completion of the Rollover Transactions.
Second Completion. At Second Completion:
(i) the Company shall deliver to PAG:
(1) a certified true copy of the updated register of members of the Company, as of the Second Completion Date, reflecting the issuance to PAG of the Purchased Shares and the issuance and transfer to PAG of the Exchange Shares;
(2) a copy of the duly executed share certificate issued in the name of PAG dated as of the Second Completion Date representing PAG’s ownership of the Purchased Shares and the Exchange Shares, with the originals to be delivered to PAG within five
Second Completion. 5.1 Completion of the sale and purchase of the Shares shall take place on the Second Completion Date at the offices of Pinhxxxx Xxxo at Av. Xxxx Xxxxxxx 00, Edificio Jockey Club, 20020-000 Xxx xx Xxxxxxx, Xxxxxx xxx at such other places as are specified in Schedule 14 (Second Completion Arrangements).
5.2 At Second Completion each of Croda International and the Purchaser shall do, or procure the doing of, all those things respectively listed in relation to them in Schedule 14 (Second Completion Arrangements).
5.3 Payment by telegraphic transfer (through the CHAPS system) for:-
(A) the amount of the Deposit in accordance with Schedule 1 (First Completion Arrangements); and
(B) the aggregate of the amounts stated in sub-clause 3.5(B) and (C) less the amount stated in sub-clause 3.5(D) in accordance with Schedule 14 (Second Completion Arrangements); and
(C) if applicable, the Post Second Completion Adjustment Amount in accordance with Schedule 15 sub-paragraph 2(D) (Earnout Amount and Working Capital Calculations), shall constitute payment of the consideration for the Shares and shall discharge the obligations of the Purchaser under Clause 2 (Sale and Purchase).
5.4 If the obligations of Croda International under sub-clause 5.2 and Schedule 14 (Second Completion Arrangements) are not complied with on the Second Completion Date, and the Purchaser has complied with its obligations under sub-clause 5.2 and Schedule 14 (Second Completion Arrangements) Croda International shall pay or procure the payment of an amount equal to:-
(A) the Deposit; plus
(B) an amount equal to 7% of the net sales of Croda Adesivos do Brasil during the period from, but excluding, the First Completion Date to, and including the date of payment under this sub-clause 5.4 converted to pounds sterling at the Exchange Rate applicable to the Business Day preceding that date of payment, by wire transfer of immediately available funds to an account designated in writing to Croda International by the Purchaser.
5.5 Croda Adesivos do Brasil undertakes that it will procure that at Second Completion any outstanding amounts in relation to the Brazilian Lease are paid to Croda do Brasil in full.
Second Completion. Subject to satisfaction or waiver (in accordance with this Agreement by the party entitled to the benefit of the applicable condition) of the applicable conditions set forth in Schedule 1A(ii) and Schedule 1B, at the second completion of the purchase, sale and issuance of Series H Preference Shares (the “Second Completion”), the Company will sell and issue to the Investor 75,331,263 Series H Preference Shares (the “Second Tranche Subscription Preference Shares”), and the Investor will purchase and acquire the Second Tranche Subscription Preference Shares against payment to the Company of USD464,259,040.74 in the aggregate (the “Second Tranche Purchase Price”). The Second Completion shall take place on the second Business Day after the date on which the last applicable condition set forth in each of Schedule 1A(ii) and Schedule 1B is satisfied or waived (other than any such condition that by its terms is required to be satisfied or waived at the Second Completion, but subject to the satisfaction or waiver thereof) or such other date as the Company and the Investor may mutually agree.
Second Completion. 5.3.1 Stage 1: Company’s Obligations
(i) issue and allot the Second Subscription Shares to GENENCOR conditional only upon Admission of the Second Subscription Shares;
(ii) deliver to GENENCOR a certified copy of the minutes of the meeting of the Board of Directors of the Company or a duly constituted committee thereof approving the issue and allotment of the Second Subscription Shares to GENENCOR in accordance with sub-clause (i) above; and
(iii) procure that the Second Application is prepared and submitted to the UKLA and the London Stock Exchange and provide a copy of the same is provided to GENENCOR.
5.3.2 Stage 2: Second Application
5.3.3 Stage 3: Achievement of Second Completion
Second Completion. 2.2.1 The Second Completion shall take place on the [fifth] Business Day after all conditions precedent set forth in Clause 2.2.2 hereof applicable to the Second Completion (except for such closing conditions that will be fulfilled at the Second Completion, but nonetheless subject to the satisfaction or waiver thereof at the Second Completion) have been fulfilled or waived (or such other time and place as the Purchaser agrees) (the “Second Completion”, and the date of the Second Completion, the “Second Completion Date”).
2.2.2 Conditions precedent to Second Completion Subject to the terms hereof, the obligation of the Purchaser to purchase the Second Purchased Shares at the Second Completion is subject to the fulfillment, prior to the Second Completion, to the satisfaction of the Purchaser, of the following conditions:
(i) the Company shall have provided the Purchaser with the research documents in relation to the ingredients and effects of four (4) additional formulas and the samples of such formulas for testing purpose, and such formulas shall have passed the Purchaser’s test.
