Seller’s Completion obligations. On the Completion Date, the Seller shall:
(a) deliver, or procure delivery of the following documents to the Purchaser:
(i) share transfer form (ordre de mouvement) with respect to all Shares, duly completed and executed in favor of the Purchaser;
(ii) the share transfer register and shareholders’ accounts of the Company, in which the Transaction shall have been duly registered;
(iii) the share transfer register and shareholders’ accounts of ESCE in which the transfer of the ESCE share held by Laureate International B.V. to the benefit of the Company shall have been duly registered;
(iv) the written resignations, effective upon Completion, of the directors, corporate officers (mandataires sociaux), officers (mandataires) or members of the Target Entities listed in Schedule 7.2(a)(iv) (or any other person appointed to replace any such director, corporate officer or officer prior to the Completion Date), without any further payment obligation or other liability of the relevant Target Entity;
(v) the minutes of the meeting of the board of directors of the Company acknowledging the resignation, effective at the latest on Completion, of the Company from its duties in the board of trustees of the BILGI Education and Culture Foundation (BILGI Egitim ve Kültur Vakfi) in Turkey and in the board of directors of Somed Education Holding SA in Morocco;
(vi) copies of the relevant documents evidencing the convening of a meeting of the relevant bodies of the Target Entities listed in Schedule 7.2(a)(vi) to be held on the Completion Date, immediately after Completion, whereby such bodies shall consider the items listed on the agenda (ordre du jour) notified by the Purchaser to the Seller at the latest ten (10) Business Days prior to the Completion Date;
(vii) a statement signed by the Seller and the Company (acting both for itself and for and on behalf of all Target Entities party to the Intra-Group Loan Agreements) acknowledging the termination of the Intra-Group Loan Agreements, without any further payment obligation or other liability of the Target Entities, in accordance with Article 6.3;
(viii) a statement signed by the Seller and the Company (acting both for itself and for and on behalf of all Target Entities party to the Trademark License Agreements) acknowledging the termination, with effect on the Completion Date, of the Trademark License Agreements, without any further payment obligation or other liability of the Target Entities;
(ix) a statement signed by the S...
Seller’s Completion obligations. The matters to be undertaken by the Seller at Completion for the purposes of Clause 3.2 are as follows:
Seller’s Completion obligations. The Purchaser shall not be obliged to complete this Agreement unless the Sellers comply with the requirements of Part 1 of Schedule 6 (Completion Obligations) (where relevant, subject only to completion of the subscription referred to in clause 3.4(i)).
Seller’s Completion obligations. On the Completion Date the Sellers shall deliver or procure that there are delivered to the Buyer each of the items set out in Part A of Schedule 2.
Seller’s Completion obligations. 1.1 At Completion, the Seller shall deliver to the Buyer’s Solicitor (unless the Buyer waives any such requirement):
1.1.1 evidence in a form reasonably satisfactory to the Buyer (by way of a certificate of the Seller’s Solicitors or otherwise) of satisfaction of the Conditions set out in clause 3.1;
1.1.2 evidence of the authority of any person or persons executing or attesting the execution of this Agreement on behalf of the Seller and any other document on its behalf to do so and in each case certified to be a true copy by a director or secretary of the Seller;
1.1.3 a copy of a resolution of the board of directors of the Company authorising the execution of the performance by the Company of its obligations under each of the documents to be executed by it;
1.1.4 duly executed transfers in respect of the Shares in favour of the Buyer or as it may direct, together with share certificates or, in the case of share certificates found to be missing, an indemnity in a form satisfactory to the Buyer;
1.1.5 any waivers, consents or releases required to enable the Buyer or its nominees to be full legal and beneficial owners of the Shares;
1.1.6 any notice required by chapter 5 part 5 of the Companies Axx 0000 (duty to notify disclosable interests) in respect of the Shares;
1.1.7 an irrevocable power of attorney in the agreed terms duly executed by each registered holder of the Shares which enables the Buyer or its nominee (pending registration of the relevant transfers) to attend and vote at general meetings of the Company.
1.1.8 a letter of resignation in the agreed terms from Pxxxxxxx Xxxxxxxx as a director of the Company;
1.1.9 the statutory books, records and registers (complete and duly written up to date), common seal, certificate of incorporation, certificates of incorporation on change of name, if any, and all documents, contracts licences, agreements, insurance policies, records, papers, files, books and accounts of the Company;
1.1.10 a copy of the constitution of the Company certified by the secretary of the Company as a true, complete and accurate copy as at Completion;
1.1.11 copies of all bank mandates of the Company and the bank statements of the Company as at the close of business on the last Business Day prior to Completion and a reconciliation statement prepared by the Seller to show the position on Completion, taking into account cheques unpresented and standing orders payable since the date of those bank statements;
1.1.12 all cheque books, lo...
Seller’s Completion obligations. 5.2.1 At Completion the Seller shall:
(a) give to the Buyer each item specified in Schedule 2; and
(b) with the Buyer, give the Stakeholder the instructions set out in Clause 3.7.
5.2.2 At Completion the Seller shall procure that:
(a) the Target Company's directors hold a meeting of the board of directors of the Target Company at which the directors:
(i) vote in favour of the registration of the Buyer or its nominee(s) as member(s) of the Target Company in respect of the Sale Shares (subject to the production of properly stamped transfers);
(ii) if requested by the Buyer, change the Target Company's registered office to a place nominated by the Buyer; and
(iii) appoint a person nominated by the Buyer as secretary of the Target Company with effect from the end of the meeting;
(b) such persons as the Buyer may nominate are appointed as directors of the Target Company;
(c) the Target Subsidiary's directors hold a meeting of the board of directors of the Target Subsidiary at which the directors:
(i) if requested by the Buyer, change the Target Subsidiary's registered office to a place nominated by the Buyer; and
(ii) appoint a person nominated by the Buyer as secretary of the Target Subsidiary with effect from the end of the meeting; and
(d) such persons as the Buyer may nominate are appointed as directors of the Target Subsidiary provided that the Buyer has provided the Seller with evidence acceptable to the Seller, acting reasonably, that such persons have been approved by the FSA to perform such controlled functions.
Seller’s Completion obligations. Immediately after confirmation by the Notary that the Completion Payment and, if applicable, the Debt Amount has been received in the Notary’s account, the Sellers shall procure that the following actions are performed:
Seller’s Completion obligations. At Completion, the Seller shall deliver or procured to be delivered to the Purchaser each of the following:
Seller’s Completion obligations. The Seller shall:
(a) deliver, or procure that there are delivered, to the Purchaser:
(i) a copy of the share register showing that the Shares are registered in the name of the Seller;
(ii) an extract of copy of the minutes of a meeting of the Directors of Exmar held on 29 November 2012, authorising the execution of this Agreement and any other Transaction Document which it is to execute pursuant to this Agreement;
(iii) a copy of the minutes of a meeting of the Directors of Exmar Marine, authorising the execution of this Agreement and any other Transaction Document which it is to execute pursuant to this Agreement;
(iv) a counterpart of the Joint Venture Agreement duly executed by the Seller, including: — the duly executed Commercial Management Agreements; — the duly executed Corporate Services Agreements; and — the duly executed Ship Management Agreements;
(v) a counterpart of the Supplemental Agreements duly executed by Exmar, Exmar Marine, Exmar Shipping and Exmar Shipmanagement NV;
(vi) copies of the following charter novations: — Novation and Assignment Agreement dated 31 December 2012 between Exmar Marine, Exmar Shipping, Xxxxxxx Corporation Limited and Unique Shipping (H.K.) Limited; — Novation Agreement dated 21 December 2012 between Exmar Marine, Exmar Shipping and BW Gas Tailwind Carries Pte Ltd — Novation Agreement dated 31 December 2012 between Exmar Marine, Exmar Shipping and Mitsubishi Corporation; and — two Novation Agreements dated 7 February 2013 between Exmar Marine, Good Investment, BW Gas AS and Maran Ventures Inc;
(vii) a copy of any power of attorney under which this Agreement, any transfer of any Shares or any other Transaction Document is executed on behalf of the Seller;
(viii) a counterpart of the Teekay Indemnities duly executed by Exmar;
(ix) a counterpart of the TGP Charter Indemnities duly executed by Exmar; and
(x) a letter of acknowledgement of transfer of 50% of the rights under the Shareholders’ Loan to the Purchaser, duly executed by the Company.
(b) record the transfer of the Shares to the Purchaser in the Company’s share register and shall sign the share register to that effect, and will provide the Purchaser with a copy thereof.
(c) procure that (to the extent not already done):
(i) the persons nominated by the Purchaser are duly appointed as additional Directors of the Company and of the Subsidiaries with effect from Completion (and, where necessary, any limit on the number of Directors under the Company’s and/or the...
Seller’s Completion obligations. On the Completion Date, the Seller must deliver to the Purchaser:
(a) any document reasonably required by the Purchaser to vest full possession and benefit of the License and the License Interest in the Purchaser;
(b) the originals of all instruments, title documents, contract documents and other records relating to the License; and
(c) a copy of the Royalty Grant Deed executed by Seller.
