Vendor’s obligations on Completion. On Completion the Vendor shall deliver or make available to the Purchaser:
6.2.1 a certificate confirming the truth and accuracy in all respects of the Warranties and that such Warranties are not misleading in any respect as at Completion except as provided in clause 7.2 and confirming that it does not have any knowledge of any matter which would constitute a Warranty Claim subject to the contents of the Disclosure Letter;
6.2.2 a certificate confirming that no Material Adverse Change has occurred;
6.2.3 duly executed transfers of the Shares in favour of the Purchaser or as it may direct accompanied by the relative share certificates;
6.2.4 the written resignations of each of the statutory directors and secretary of the Company from his office as a statutory director or secretary to take effect on the Completion Date in the agreed terms;
6.2.5 the written resignations of the auditors of the Company to take effect on the later of the Completion Date and the date on which the audited accounts of the Company for the year ending 31 December 1997 and the associated management letters are finalised, with acknowledgments signed by them in agreed terms to the effect that they have no claim against the Company and containing the statement referred to in Section 394 of the Companies Xxx 0000 to the effect that as at the Completion Date there are no circumstances connected with their resignation which they consider should be brought to the notice of the members or creditors of the Company;
6.2.6 the certificates of incorporation, corporate seals (if any), cheque books and statutory books of the Company (duly written up-to-date);
6.2.7 all the financial and accounting books and records (including those in relation to Taxation) of the Company and all documents of title relating to the Properties;
6.2.8 (if the Purchaser so requires) irrevocable powers of attorney (in agreed terms) executed by the Vendor (as the holder of all the Shares) in favour of the Purchaser to enable the Purchaser (pending registration of the relevant transfers) to exercise all voting and other rights attaching to the Shares and to appoint proxies for this purpose;
6.2.9 bank statements of all bank accounts of the Company as at close of business on the Business Day before the Completion Date;
6.2.10 evidence reasonably satisfactory to the Purchaser that the Vendor has fulfilled all liabilities of the Company under the long-term incentive scheme described in the memorandum dated 27 August 1997 fro...
Vendor’s obligations on Completion. On the Completion Date, the Vendor shall deliver to the Purchaser the certificate of approval from the Commission of Commerce and Amended Business License of the Company.
Vendor’s obligations on Completion. Unless the Parties otherwise agree in writing, the VENDOR shall, at Completion:-
4.2.1 convert 1,500,000 (One Million and Five Hundred Thousand) ICPS in NSMH held by the VENDOR into 1,500,000 (One Million and Five Hundred Thousand) Ordinary NSMH Shares;
4.2.2 cause NSMH to issue directly to the PURCHASER, such number of Ordinary NSMH Shares (as converted) as is equivalent to the Sale Shares;
4.2.3 cause NSMH to deliver to the PURCHASER, the original share certificate(s) to the Sale Shares issued in the name of the PURCHASER; and
4.2.4 cause the appointment of the PURCHASER as a director of NSMH and NSM (subject to the PURCHASER’s delivery to the VENDOR not less than 7 (Seven) days prior to the Completion Date, of 3 (Three) copies of Forms 48A of the Companies Regulations 1966 duly completed and sworn by the PURCHASER for his appointment as director of NSMH and NSM
Vendor’s obligations on Completion. Subject to the Purchaser satisfying its obligations under clause 4.3, the Vendor will on Completion deliver to the Purchaser:
(a) the Assets; and
(b) all documents evidencing the Intellectual Property Rights comprising the provisional patent application documents, all Confidential Information in documentary form, an authority addressed to the Vendor's patent attorneys authorising the transfer of the patent attorneys' file in respect of the provisional ---------- * Confidential Treatment Requested 138 7 patent application documents to the Purchaser and all documents relating to the agreements or draft agreements referred to in schedule 5 to this Agreement.
Vendor’s obligations on Completion. On Completion Xxxxxxx Group Limited shall deliver or procure to be delivered or (if the Purchaser agrees) make available to the Purchaser: 6.
2.1 duly executed transfers of the Shares and the Subsidiary Shares in favour of the Purchaser or as it may direct accompanied by the relative share certificates; 6.
2.2 the written resignations of each of the Vendor Appointees from his office as a director or secretary of the relevant Group Company to take effect on the date of Completion with acknowledgments signed by each of them in a form reasonably satisfactory to the Purchaser to the effect that he has no claim against any Group Company for compensation for loss of office (whether contractual, statutory or otherwise), redundancy or otherwise; 6.
2.3 the written resignations of the auditors of each Group Company to take effect on the date of Completion, with acknowledgments signed by each of them in a form reasonably satisfactory to the Purchaser to the effect that they have no claim against any Group Company and containing the statement referred to in Section 394 of the Companies Xxx 0000 to the effect that there are no circumstances connected with their resignation which they consider should be brought to the notice of the members or creditors of any Group Company;
Vendor’s obligations on Completion. On Completion, the Vendor shall deliver to the Purchaser :
11.2.1 duly executed instrument of transfer in respect of Fab 2 and Fab 3/5 and Fab 3/5 carpark in favour of the Purchaser;
11.2.2 duly executed Deed of Assignment of Building Agreement / Agreement for Lease in favour of the Purchaser in respect of Fab 6, Fab 7, Slurry Plant and Pte Lot A1964510;
11.2.3 original duly executed Deed of Novation of the CSP Agreement in favour of the Purchaser;
11.2.4 original CSP Agreement;
11.2.5 Certificates of Title (Sub) in respect of Fab 2 and Fab 3/5 and Fab 3/5 carpark;
11.2.6 original Building Agreement dated 24 September 1999 made between JTC and STPL in respect of Fab 6;
11.2.7 original Assignment of Building Agreement dated 31 December 2004 made between STPL and the Vendor in respect of Fab 6; Table of Contents
11.2.8 original Building Agreement dated 30 July 2001 made between JTC and STPL in respect of Fab 7;
11.2.9 original Deed of Assignment dated 31 December 2004 made between STPL and the Vendor in respect of Fab 7;
11.2.10 original Building Agreement dated 21 April 2005 made between JTC and STPL in respect of the Slurry Plant;
11.2.11 original Deed of Assignment dated 8 July 2005 made between STPL and the Vendor in respect of the Slurry Plant;
11.2.12 original Agreement for Lease dated 31 January 2008 made between JTC and the Vendor in respect of Pte Lot A1964510;
11.2.13 original Sublease No. I230448S and I/230439S made between the Vendor and the Purchaser in respect of Fab 2 and Fab 3/5 and Fab 3/5 carpark respectively;
11.2.14 original Agreement for Sublease dated 24 September 1999 made between STPL and CSP in respect of Fab 6, together with original Novation Agreement dated 31 December 2004 made between STPL, the Vendor and CSP;
11.2.15 original Agreement for Sublease dated 30 July 2001 made between STPL and the Purchaser in respect of Fab 7, together with original Novation Agreement dated 31 December 2004 made between STPL, the Vendor and the Purchaser;
11.2.16 original Supplemental Agreement dated 3 January 2007 made between the Vendor and the Purchaser in respect of Fab 7;
11.2.17 original Agreement for Sublease dated 8 July 2005 made between STPL and the Purchaser in respect of Slurry Plant, together with original Novation Agreement dated 8 July 2005 made between STPL, the Vendor and the Purchaser;
11.2.18 original Supplemental Agreement dated 3 January 2007 made between the Vendor and the Purchaser in respect of Slurry Plant;
11.2.19 original ...
Vendor’s obligations on Completion. Unless the Parties otherwise agree in writing, the VENDOR shall, at Completion:-
3.2.1 convert 500,001(Five Hundred Thousand and One) ICPS in NSMH held by the VENDOR into 500,001 (Five Hundred Thousand and One) Ordinary NSMH Shares; and
3.2.2 cause NSMH to issue directly to the PURCHASER, such number of Ordinary NSMH Shares (as converted) as is equivalent to the Sale Shares.
Vendor’s obligations on Completion. The Vendor shall on Completion:
(a) (Possession): give and deliver to the Purchaser:
(i) a copy of the Source Code in a form acceptable to the Purchaser and all relevant and associated documentation;
(ii) evidence that the Asset Sale has completed (to the satisfaction of the Purchaser acting reasonably);
(b) (Share Transfer) deliver to the Purchaser an executed transfer in favour of the Purchaser of all the Shares together with the share certificates for the Shares and consents that the Purchaser reasonably requires;
(c) cause:
(i) the board of directors of the Company to direct that the transfers of the Shares are registered;
(ii) the delivery to the Purchaser or its nominee of the Records of the Company;
(iii) the resignation of the directors of the Company nominated by the Vendor and the appointment to the board of directors of the Company of the Purchaser’s nominees, but so that a properly constituted board of directors is in existence at all times.
(d) (Transfer of Intellectual Property and Brand Names): deliver to the Purchaser evidence that the Software and all Intellectual Property Rights to the Software are owned by the Company and specifically proof that the ownership of the Software has been transferred from the Vendor to the Company.
(e) (Director/Shareholder Approval): deliver to the Purchaser evidence that the board of directors of the Vendor and the Company and the shareholders of the Vendor and the Company has approved of the transaction governed by this agreement;
Vendor’s obligations on Completion. At Completion the Vendors shall deliver the following to the Purchaser:
(a) Transfers of the Shares to the Purchaser and/or its nominee duly executed by the Vendors in registrable form.
(b) The share certificates for the Shares or a certificate by a director of the Company that no share certificates have been issued for the Shares.
(c) Evidence of the passing by the board of directors of the Company of a valid resolution approving the transfers of the Shares and directing that the name of the Purchaser and/or its nominee be entered in the share register of the Company upon production of the transfers to the Company duly executed.
(d) In respect of the Company, its certificate of incorporation (or a certified copy thereof), constitution, directors' and shareholders' minute books, share register, register of directors, interests register and register of charges.
(e) Such of the other records and documents of the Company as the Purchaser specifies.
(f) Resignations in writing of the directors of the Company from their office of director of, and all offices or places of profit under, the Company and acknowledgements by them in a form satisfactory to the Purchaser to the effect that no moneys are owing to them whether by way of fees, salary, expenses, compensation for loss of office or otherwise and that they have no claims of any nature whatsoever against the Company.
(g) Evidence of the appointment of such persons as the Purchaser specifies as directors of the Company.
(h) Unconditional releases of the Shares from all encumbrances thereover.
(i) Such of the Data as is in the possession or control of the Company and/or the Vendors on the Completion Date, in such form as the Data is stored, it being acknowledged that the Vendors will use all reasonable endeavours to provide the Data to the Purchaser at Completion, and in respect of any Data that the Vendor is unable to obtain prior to Completion, the Vendor shall use all reasonable endeavours to provide such Data to the Purchaser as soon as reasonably practicable following Completion.
(j) Evidence satisfactory to the Purchaser, acting reasonably, that the Vendors have fulfilled all their obligations under clause 5.1.
Vendor’s obligations on Completion. On the Completion Date, the Vendor shall deliver to the Purchaser (and for these purposes, in the case of (c) and (d), procure that the Company provides the relevant documents to the Vendor, in the case of (e) procure that ACME provides the relevant documents to the Vendor, in the case of (f) procure that Asiasoft Solutions (GZ) Limited provides the relevant documents to the Vendor and in the case of (g) procure that Blitz provides the relevant documents to the Vendor):-
(a) duly executed instrument of transfer in respect of the Sale Shares in favour of the Purchaser (or as it may direct) accompanied by the relevant share certificate(s) for the Sale Shares and any consents which the Purchaser reasonably requires to obtain registration of that transfer;
(b) duly executed instrument of transfer in respect of the ACME Trust Share in favour of the Company (or as it may direct) accompanied by the relevant share certificate for the ACME Trust Share and any consents which the Company reasonably requires to obtain registration of that transfer;
