Upon Completion. 6.8.1. The Transferor shall deliver, or procure the delivery, to the Transferee of the following:- 6.8.1.1 the certificates for the Sales Shares showing that the same are registered in the name of the Transferor or an indemnity in the approved form for any lost certificates; 6.8.1.2 duly executed instruments of transfer of the Sale Shares, duly completed by the Transferor and stamped in favour of the Transferee; 6.8.1.3 duly signed letters of resignations of the directors and officers of the Company dated the Closing Date and addressed to the Company and such other documents (if any) as may be required to give the Transferee legal and beneficial ownership of the Sale Shares as contemplated herein and to enable the Transferee to become the registered holders thereof; 6.8.1.4 the Disclosure Letter duly signed by the authorised representative of the Transferor; 6.8.1.5 a certified copy of the minutes of a meeting of its directors, authorising the execution of this Agreement; and 6.8.1.6 a certified copy of any power of attorney or other instrument under which this Agreement or any other document is executed on behalf of the Transferor. 6.8.2. The Transferee shall: 6.8.2.1 deliver or procure that there are delivered to the Transferor: 6.8.2.1.1 a certified copy of the minutes of a meeting of its directors, authorising the execution of this Agreement; 6.8.2.1.2 a certified copy of any power of attorney or other instrument under which this Agreement is executed on behalf of the Transferee; 6.8.2.1.3 a counterpart original of the Disclosure Letter duly acknowledging receipt of the same and acceptance of its terms and the Disclosure Documents; 6.8.2.2 pay to the Transferor the Consideration by wire transfer to account number 6161401531 of the Transferor with X.X. Xxxxxx AG of Xxxxxxxxxxxxxx 00 00000 Xxxxxxxxx xx Xxxx (SWIFT BIC: XXXXXXXX). 6.8.3. The Transferor and the Transferee shall procure that the Company releases and holds harmless from any and all liabilities and responsibilities towards the Company those directors and officers of the Company nominated by the Transferor until and including the Closing Date.
Appears in 2 contracts
Samples: Agreement for the Sale and Purchase of Shares (Cambridge Holdco, Inc.), Agreement for the Sale and Purchase of Shares (Cambridge Holdco, Inc.)
Upon Completion. 6.8.1. The Transferor shall deliver, or procure the delivery, to the Transferee of the following:-
6.8.1.1 the certificates for the Sales Shares showing that the same are registered in the name of the Transferor or an indemnity in the approved form for any lost certificates;
6.8.1.2 duly executed instruments of transfer of the Sale Shares, duly completed by the Transferor and stamped in favour of the Transferee;
6.8.1.3 duly signed letters of resignations of the directors and officers of the Company dated the Closing Date and addressed to the Company and such other documents (if any) as may be required to give the Transferee legal and beneficial ownership of the Sale Shares as contemplated herein and to enable the Transferee to become the registered holders thereof;
6.8.1.4 the Disclosure Letter duly signed by the authorised representative of the Transferor;
6.8.1.5 a certified copy of the minutes of a meeting of its directors, authorising the execution of this Agreement; and
6.8.1.6 a certified copy of any power of attorney or other instrument under which this Agreement or any other document is executed on behalf of the Transferor.
6.8.2. The Transferee shall:
6.8.2.1 deliver or procure that there are delivered to the Transferor:
6.8.2.1.1 a certified copy of the minutes of a meeting of its directors, authorising the execution of this Agreement;
6.8.2.1.2 a certified copy of any power of attorney or other instrument under which this Agreement is executed on behalf of the Transferee;
6.8.2.1.3 a counterpart original of the Disclosure Letter duly acknowledging receipt of the same and acceptance of its terms and the Disclosure Documents;
6.8.2.2 pay to the Transferor the Consideration by wire transfer to account number 6161401531 of the DE82500000000000000000 xx xxe Transferor with X.X. Xxxxxx AG of Xxxxxxxxxxxxxx 00 00000 Xxxxxxxxx xx Xxxx JP Morxxx XX, Xrankfurt (SWIFT BIC: XXXXXXXXCHASDEXX).
6.8.3. The Transferor and the Transferee shall procure that the Company releases and holds harmless from any and all liabilities and responsibilities towards the Company those directors and officers of the Company nominated by the Transferor until and including the Closing Date.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (Cambridge Holdco, Inc.)
Upon Completion. 6.8.1. The Transferor shall deliver, or procure the delivery, to the Transferee of the following:-
6.8.1.1 the certificates for the Sales Shares showing that the same are registered in the name of the Transferor or an indemnity in the approved form for any lost certificates;
6.8.1.2 duly executed instruments of transfer of the Sale Shares, duly completed by the Transferor and stamped in favour of the Transferee;
6.8.1.3 duly signed letters of resignations of the directors and officers of the Company dated the Closing Date and addressed to the Company and such other documents (if any) as may be required to give the Transferee legal and beneficial ownership of the Sale Shares as contemplated herein and to enable the Transferee to become the registered holders thereof;
6.8.1.4 the Disclosure Letter duly signed by the authorised representative of the Transferor;
6.8.1.5 a certified copy of the minutes of a meeting of its directors, authorising the execution of this Agreement; and
6.8.1.6 a certified copy of any power of attorney or other instrument under which this Agreement or any other document is executed on behalf of the Transferor.
6.8.2. The Transferee shall:
6.8.2.1 deliver or procure that there are delivered to the Transferor:
6.8.2.1.1 a certified copy of the minutes of a meeting of its directors, authorising the execution of this Agreement;
6.8.2.1.2 a certified copy of any power of attorney or other instrument under which this Agreement is executed on behalf of the Transferee;
6.8.2.1.3 a counterpart original of the Disclosure Letter duly acknowledging receipt of the same and acceptance of its terms and the Disclosure Documents;
6.8.2.2 pay to the Transferor the Consideration by wire transfer to account number 6161401531 XX00000000000000000000 of the Transferor with X.X. XX Xxxxxx AG of Xxxxxxxxxxxxxx 00 00000 Xxxxxxxxx xx Xxxx AG, Frankfurt (SWIFT BIC: XXXXXXXX).
6.8.3. The Transferor and the Transferee shall procure that the Company releases and holds harmless from any and all liabilities and responsibilities towards the Company those directors and officers of the Company nominated by the Transferor until and including the Closing Date.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Cambridge Holdco, Inc.)
