Common use of Vendor’s Obligations Clause in Contracts

Vendor’s Obligations. At Completion, the Vendor shall: 6.2.1 deliver to the Purchaser: (a) such instruments of transfer in respect of the Sale Shares, duly executed by the registered holders thereof in favour of the Purchaser (or its nominee) in form and substance reasonably acceptable to Purchaser, together with the relative share certificates; (b) the written resignations of each of the directors and the secretary of each Group Company from his office as a director or secretary (as the case may be) to take effect on the Completion Date, with an acknowledgement signed by each of them to the effect that he has no claim against the relevant Group Company in each case, in form and substance reasonably acceptable to Purchaser; (c) (for the Purchaser itself and as agent for each relevant Group Company) the certificate of incorporation, the current business registration certificate, common seal and all statutory and other books and records of the Company and of each other Group Company incorporated in Hong Kong or the British Virgin Islands; (d) the Tax Covenant duly executed by the covenantors named therein; (e) the Employment Agreements duly executed by each of Xx. Xxxxxx and Xx. Xxxx and IVRS (International) Limited, and the written resignation of Xx. Xxxx as employee of the Vendor and of any other Group Company with effect from the Completion Date; (f) (if required by the Purchaser) irrevocable powers of attorney (in such form as the Purchaser may require) executed by each of the registered holders of the Sale Shares in favour of the Purchaser to enable the Purchaser (pending the registration of the relevant instruments of transfer) to exercise all voting and other rights attaching to the Sale Shares and to appoint proxies for this purpose; (g) a copy of the resolutions of the board of directors of Vendor authorising the execution of, and the performance by Vendor of its obligations under, this Agreement and the other Transaction Documents to which Vendor is a party, certified as a true copy by a director or the secretary of Vendor; (h) a copy of the resolutions of the board of directors of each Vendor Guarantor (which is an entity) authorising the execution of, and the performance by such Vendor Guarantor of its obligations under, this Agreement and the other Transaction Documents to which such Vendor Guarantor is a party, certified as a true copy by a director or the secretary of such Vendor Guarantor; (i) bank statements or other written evidence from the relevant banks of the Group’s holdings as at a time no earlier than 24 hours prior to the time of Completion of an amount of cash of not less than HK$6 million in readily available funds; (j) the Escrow Agreement in the form and substance as set out in Exhibit B (the “Escrow Agreement”) duly executed by Vendor; and (k) copies of all source and object code versions of Group Software (to be delivered on a storage device or other medium approved by the Purchaser); 6.2.2 procure the passing of resolutions of the board of directors of each Group Company, inter alia: (a) (in the case of the Company only) approving the registration of the share transfers referred to in Clause 6.2.1(a); (b) accepting the resignations referred to in Clause 6.2.1(b); (c) appointing such persons (within the maximum number permitted by the Articles of Association or equivalent constitutional documents of the relevant Group Company) as the Purchaser may nominate as directors and secretary of each Group Company, such appointments to take effect on the Completion Date; (d) (if required by the Purchaser) revoking all existing authorities to bankers in respect of the operation of its bank accounts and giving authority in favour of such persons as the Purchaser may nominate to operate to such accounts; (e) approving the execution and performance of the Tax Covenant and the other Transaction Documents, as applicable; and (f) (in the case of IVRS (International) Limited only) approving the execution of the Employment Agreements, and shall deliver to the Purchaser a copy of such board resolutions, certified as a true copy by a director or the secretary of the relevant Group Company.

Vendor’s Obligations. 1.1 At Completion, Completion the Vendor shall: 6.2.1 shall deliver to the Purchaser: (a) such instruments of transfer duly executed transfer(s) in respect of the Sale Shares, duly executed by the registered holders thereof in favour of Klippan Shares to the Purchaser (or its nomineenominee(s) in form and substance reasonably acceptable to Purchaser, together with the relative share certificatescertificate(s) for the Klippan Shares; (b) any waiver, consent, release or other document necessary to give the written resignations of each Purchaser or its nominee(s) full legal and beneficial ownership of the directors and the secretary of each Group Company from his office as a director or secretary (as the case may be) to take effect on the Completion Date, with an acknowledgement signed by each of them to the effect that he has no claim against the relevant Group Company in each case, in form and substance reasonably acceptable to PurchaserKlippan Shares; (c) the common seal (for if any) of each Group Company and each register, minute book and other book required to be kept by each Group Company under the Purchaser itself CA 1985 (or applicable legislation) duly written up to the date of Completion and as agent each certificate of incorporation and certificate of incorporation on change of name for each relevant Group CompanyCompany (to the extent applicable) and the certificate share certificates in respect of incorporation, the current business registration certificate, common seal and all statutory and other books and records each of the Company and of each other Group Company incorporated in Hong Kong or the British Virgin IslandsSubsidiaries; (d) a copy of a letter to each Group Company from its auditors resigning their office with effect from Completion and, in relation to Klippan, containing the Tax Covenant duly executed by statement referred to in Section 394 of the covenantors named thereinCA 1985, the original of the letter having been deposited at the registered office of the relevant company; (e) a resignation in the Employment Agreements duly executed by agreed form from each of Xx. Xxxxxx and Xx. Xxxx and IVRS (International) Limited, and the written resignation directors of Xx. Xxxx as employee of the Vendor and of any other each Group Company with (other than Davix Xxxx, Xxvix Xxxxxx, Sten-Ake Kjellstedt and Leo Xxxxxx) xxpressed to take effect from the Completion Dateend of the meeting held pursuant to paragraph 1.2; (f) (if required by the Purchaser) irrevocable powers of attorney (in such form as the Purchaser may require) executed by each of the registered holders of the Sale Shares in favour of the Purchaser to enable the Purchaser (pending the registration of the relevant instruments of transfer) to exercise Management Accounts and all voting title deeds and other rights attaching documentation relating to the Sale Shares and to appoint proxies for this purposeProperties; (g) a copy of the resolutions each bank mandate of the board each Group Company and copies of directors statements of Vendor authorising the execution of, and the performance by Vendor each bank account of its obligations under, this Agreement and the other Transaction Documents each Group Company made up to which Vendor is a party, certified as a true copy by a director or the secretary of Vendordate not earlier than two Business Days before Completion; (h) a copy so far as possible, all documentation relating to the Intellectual Property Rights, including (without limitation) the original registration and renewal certificates for each of the resolutions of the board of directors of each Vendor Guarantor Intellectual Property Rights which are registered or pending as at Completion (which or copies thereof where such original documentation is an entity) authorising the execution of, and the performance by such Vendor Guarantor of its obligations under, this Agreement and the other Transaction Documents to which such Vendor Guarantor is a party, certified as a true copy by a director or the secretary of such Vendor Guarantornot available); (i) bank statements or other written evidence from the relevant banks a certified copy of the Group’s holdings as at a time no earlier than 24 hours prior notarial deed and notification of the share transfer evidencing the transfer of the entire issued share capital of Klippan GmbH from Klippan to the time of Completion of an amount of cash of not less than HK$6 million in readily available fundsVendor; (j) a copy of the agreement for the transfer of shares and certified copy of the filings at the Commercial Registry evidencing the transfer of the entire issued share capital of Klippan SARL from Klippan to the Vendor; (k) the Tax Deed duly executed by the Vendor; (l) the Escrow Agreement duly executed by the Vendor and the Escrow Agent; (m) the duly executed resolutions of the Vendor approving the sale and purchase of the Klippan Shares, in the a form and substance as set out satisfactory to the Purchaser; (n) the Estimated Completion Balance Sheet in Exhibit B accordance with Schedule 8 in form and substance satisfactory to the Purchaser; (o) the “Escrow Agreement”) Agreement duly executed by Vendorthe Escrow Agent; (p) the German Agreement duly executed by the Klippan Limited and Klippan GmbH; and (kq) copies the Deed of all source Assignment duly executed by Klippan Limited and object code versions of Group Software (to be delivered on Klippan GmbH. 1.2 The Vendor shall ensure that at Completion a storage device or other medium approved by the Purchaser); 6.2.2 procure the passing of resolutions meeting of the board of directors of each Group Company, inter aliaCompany is held at which the directors: (a) (vote in the case favour of the Company only) approving the registration of the share transfers referred Purchaser or its nominee(s) as member(s) of each Group Company in respect of the Klippan Shares (subject to in Clause 6.2.1(athe production of properly stamped transfers); (b) accepting appoint persons nominated by the resignations referred to in Clause 6.2.1(b)Purchaser as directors, secretary and auditors of each Group Company with effect from the end of the meeting; (c) appointing such persons (within the maximum number permitted revoke each existing mandate given by the Articles of Association or equivalent constitutional documents of the relevant Group Company) as the Purchaser may nominate as directors and secretary of each Group Company, such appointments to take effect on the Completion Date; (d) (if required by the Purchaser) revoking all existing authorities to bankers in respect of Company for the operation of its bank accounts and pass the resolutions contained in new mandate(s) giving authority in favour of such to persons as nominated by the Purchaser may nominate OR with effect from the end of the meeting, authorise the secretary to operate to such notify the specimen signatures of the new officers of each Group Company in connection with each existing mandate given by the Group Company for the operation of its bank accounts; (ed) approving accept the execution and performance resignation of each director of each Group Company so as to take effect from the end of the Tax Covenant and the other Transaction Documents, as applicable; and (f) (in the case of IVRS (International) Limited only) approving the execution of the Employment Agreements, meeting and shall deliver hand to the Purchaser a copy duly certified copies of such board resolutions, certified as a true copy by a director or the secretary Resolutions. 1.3 Each of the requirements set out in Clauses 1.1 and 1.2 above shall apply equally to each of the Subsidiaries to the extent applicable under relevant Group Companylaw.

Vendor’s Obligations. 1.1 At Completion, Completion the Vendor Vendors shall: 6.2.1 deliver to the Purchaser: (a) such instruments deliver to the Purchaser or procure the delivery to the Purchaser of: (i) each of the Pre-Sale Property Extraction Agreements, duly executed by each of the parties thereto; (ii) a duly executed transfer in respect of the Sale Shares, duly executed by the registered holders thereof Shares in favour of the Purchaser (or its nomineesuch other person as the Purchaser may nominate); (iii) share certificates in form and substance reasonably acceptable to Purchaserrespect of all of the Shares, together with the relative or an indemnity in Agreed Form for any lost share certificates; (biv) the written resignations original of any power of attorney in Agreed Form under which any document to be delivered by the Vendors to the Purchaser under this paragraph 1 has been executed; (v) in respect of each Group Company, letters of resignation in Agreed Form duly executed by each director of such Group Company (as set out in Schedule 2); (vi) in respect of each Group Company, a letter of resignation in Agreed Form duly executed by the company secretary of such Group Company (as set out in Schedule 2); (vii) in respect of each Group Company, a letter of resignation in Agreed Form duly executed by the auditors of such Group Company (as set out in Schedule 2) accompanied by any further documents as are necessary to effect a valid resignation of the directors auditors in the UK; (viii) all the statutory and the secretary other books (duly written up to date) of each Group Company from his office and all certificates of incorporation, certificates of incorporation on change of name and common seals (if any) as a director or secretary (as the case may be) to take effect on the Completion Date, with an acknowledgement signed are kept by each of them to the effect that he has no claim against the relevant such Group Company in each case, in form and substance reasonably acceptable to PurchaserCompany; (cix) (for the Purchaser itself and as agent for each relevant Group Company) the certificate of incorporation, the current business registration certificate, common seal and all statutory and other books and records a counterpart of the Company and Tax Deed of each other Group Company incorporated in Hong Kong or the British Virgin Islands; (d) the Tax Covenant duly executed by the covenantors named thereinVendors; (ex) the Employment Agreements New Lease duly executed by each of Xx. Xxxxxx AP Newco and Xx. Xxxx and IVRS Xxxxx XxXxxxxx (InternationalPharma Division) Limited, and the written resignation of Xx. Xxxx as employee of the Vendor and of any other Group Company with effect from the Completion Date; (fxi) (if required by the Purchaser) irrevocable powers of attorney (in such form as the Purchaser may require) Consultancy Agreement duly executed by AP and Xxxxx XxXxxxxx (Pharma Division) Limited; (xii) xxxxxxxx.xxx searches confirming that all of the AM Domain Names have been transferred into the name of a Group Company; (xiii) each of the registered holders of Blocked Account Notices and Acknowledgments duly executed by the Sale Shares in favour of Vendors and the Purchaser to enable the Purchaser Security Bank (pending the registration of the relevant instruments of transfer) to exercise all voting and other rights attaching to the Sale Shares and to appoint proxies for this purpose;as appropriate); and (gxiv) a copy of the resolutions of the board of directors of Vendor authorising the execution ofas are referred to in paragraph (b), and the performance by Vendor of its obligations under, this Agreement and the other Transaction Documents to which Vendor is a party, duly certified as a true copy correct by a director or the secretary of Vendor; (h) a copy of the resolutions of the board of directors of each Vendor Guarantor (which is an entity) authorising the execution of, and the performance by such Vendor Guarantor of its obligations under, this Agreement and the other Transaction Documents to which such Vendor Guarantor is a party, certified as a true copy by a director or the secretary of such Vendor Guarantor; (i) bank statements or other written evidence from the relevant banks of the Group’s holdings as at a time no earlier than 24 hours prior to the time of Completion of an amount of cash of not less than HK$6 million in readily available funds; (j) the Escrow Agreement in the form and substance as set out in Exhibit B (the “Escrow Agreement”) duly executed by Vendor; and (k) copies of all source and object code versions of Group Software (to be delivered on a storage device or other medium approved by the Purchaser); 6.2.2 procure the passing of resolutions of the board of directors of each Group Company, inter alia: (a) (in the case of the Company only) approving the registration of the share transfers referred to in Clause 6.2.1(a); (b) accepting the resignations referred to in Clause 6.2.1(b); (c) appointing such persons (within the maximum number permitted by the Articles of Association or equivalent constitutional documents of the relevant Group Company) as the Purchaser may nominate as directors and secretary of each Group Company, such appointments to take effect on the Completion Date; (d) (if required by the Purchaser) revoking all existing authorities to bankers in respect of the operation of its bank accounts and giving authority in favour of such persons as the Purchaser may nominate to operate to such accounts; (e) approving the execution and performance of the Tax Covenant and the other Transaction Documents, as applicable; and (f) (in the case of IVRS (International) Limited only) approving the execution of the Employment Agreements, and shall deliver to the Purchaser a copy of such board resolutions, certified as a true copy by a director or the secretary of the relevant Group Company. (b) procure that board resolutions of each Group Company are passed: (i) approving, in the case of the Company, the transfers of the Shares and (subject only to due stamping) the registration, in the register of members, of the Purchaser as the holder of the Shares; (ii) appointing as directors and/or secretary of such Group Company such persons as the Purchaser has, at least 3 Business Days prior to Completion, notified to the Vendors in writing such appointments to take effect at the close of the meeting; (iii) appointing such person as the Purchaser has, at least 3 Business Days prior to Completion, notified to the Vendors in writing as new auditors of such Group Company; (iv) accepting the resignations and appointments of the directors, company secretary and auditors of such Group Company as are referred to in paragraph (a), each such acceptance to take effect at the close of the meeting; and (v) changing the address of the registered office of such Group Company to such address as the Purchaser has, at least 3 Business Days prior to Completion, notified to the Vendors in writing.

Vendor’s Obligations. At Completion, the Vendor shall: 6.2.1 1.1 the Vendors shall deliver to the Purchaser: (a) such instruments of transfer in respect 1.1.1 transfers of the Sale Shares, Shares duly executed by the registered holders thereof (or by their duly appointed attorney) in favour of the Purchaser (or its nominee) in form and substance reasonably acceptable to Purchaser, nominees together with the relative relevant share certificates; (b) 1.1.2 such waivers or consents as the written resignations Purchaser may require to enable the Purchaser or its nominees to be registered as holders of the Shares; 1.1.3 powers of attorney in respect of rights in attaching to the Shares in Agreed Form; and 1.1.4 evidence of the repayment of the Guaranteed Interflora Member Loan Notes. 1.2 the Managers shall deliver to the Purchaser as agent for the Company and the Subsidiaries: 1.2.1 letters of resignation in Agreed Form duly executed by each Director, other than the Continuing Director, in respect of their directorships of each Group Company as set out in schedule 3; 1.2.2 letters of the directors and the resignation in Agreed Form duly executed by each company secretary in respect of their position as company secretary of each Group Company from his office as a director or secretary (as the case may be) to take effect on the Completion Date, with an acknowledgement signed by each of them to the effect that he has no claim against the relevant Group Company set out in each case, in form and substance reasonably acceptable to Purchaserschedule 3; (c) (for 1.2.3 letters of resignation in Agreed Form duly executed by the Purchaser itself and as agent for auditors of each relevant Group Company) ; 1.2.4 a certified copy of a board resolution or power of attorney approving the certificate execution and entering into by the Investor of incorporation, this Agreement and the current business registration certificate, common seal and transactions completed therein; 1.2.5 all the statutory and other books (duly written up to date) of the Company and records each of the Subsidiaries and all certificates of incorporation, certificates of incorporation on change of name and common seals; 1.2.6 certificates in respect of all issued shares in the capital of each of the Subsidiaries owned by the Company or another Subsidiary; 1.2.7 the title deeds to the Properties; and 1.2.8 an election pursuant to Section 431(1) of ITEPA in respect of the Put/Call Options duly executed by each Manager and Xxxxx Xxxxx. 1.3 the Vendors shall procure board meetings of the Company and of each other Group Company incorporated in Hong Kong or the British Virgin Islands; (d) the Tax Covenant duly executed by the covenantors named therein; (e) the Employment Agreements duly executed by each of Xx. Xxxxxx and Xx. Xxxx and IVRS (International) Limited, and the written resignation of Xx. Xxxx as employee of the Vendor and of any other Group Company with effect from the Completion Date; (f) (if required by the Purchaser) irrevocable powers of attorney (in such form as the Purchaser may require) executed by each of the registered holders of the Sale Shares in favour of the Purchaser to enable the Purchaser (pending the registration of the relevant instruments of transfer) to exercise all voting and other rights attaching to the Sale Shares and to appoint proxies for this purpose; (g) a copy of the resolutions of the board of directors of Vendor authorising the execution of, and the performance by Vendor of its obligations under, this Agreement and the other Transaction Documents to which Vendor is a party, certified as a true copy by a director or the secretary of Vendor; (h) a copy of the resolutions of the board of directors of each Vendor Guarantor (which is an entity) authorising the execution of, and the performance by such Vendor Guarantor of its obligations under, this Agreement and the other Transaction Documents to which such Vendor Guarantor is a party, certified as a true copy by a director or the secretary of such Vendor Guarantor; (i) bank statements or other written evidence from the relevant banks of the Group’s holdings as at a time no earlier than 24 hours prior to the time of Completion of an amount of cash of not less than HK$6 million in readily available funds; (j) the Escrow Agreement in the form and substance as set out in Exhibit B (the “Escrow Agreement”) duly executed by Vendor; and (k) copies of all source and object code versions of Group Software (to be delivered on a storage device or other medium approved by the Purchaser); 6.2.2 procure the passing of resolutions of the board of directors of each Group Company, inter aliaSubsidiaries to: (a) (1.3.1 pass a resolution to approve, in the case of the Company only) approving Company, the registration transfers of the share transfers referred Shares and (subject only to due stamping) to register, in Clause 6.2.1(a)the register of members, the Purchaser as the holder of the Shares; (b) accepting the resignations referred to in Clause 6.2.1(b); (c) appointing 1.3.2 appoint as directors and/or secretary such persons (within the maximum number permitted by the Articles of Association or equivalent constitutional documents of the relevant Group Company) Persons as the Purchaser may nominate as directors and secretary of each Group Company, such appointments to take effect on at the Completion Dateclose of the meeting; (d) (if required 1.3.3 tender and accept the resignations and acknowledgements of the directors, company secretary and auditors referred to in paragraph 1.1 each such acceptance to take effect at the close of the meeting; and 1.3.4 appoint Ernst & Young LLP as new auditors of each of the Company and the Subsidiaries. 1.4 The Managers shall deliver to the Purchaser, certified as correct by the Purchaser) revoking secretary of the relevant company, the minutes of each such board meeting. 1.5 The Vendors shall procure the discharge of all existing authorities to bankers guarantees and similar obligations or undertakings given by the Company or any of the Subsidiaries in respect of the operation obligations of its bank accounts any other Person (and giving authority in favour of such persons as including the Purchaser may nominate guarantees and obligations stipulated to operate to such accounts; (e) approving the execution and performance of the Tax Covenant and the other Transaction Documents, as applicable; and (f) (be discharged at Completion in the case of IVRS (International) Limited only) approving the execution of the Employment AgreementsDisclosure Letter), and such discharge to be given in Agreed Form. 1.6 The Managers shall deliver to the Purchaser a copy of such board resolutions, executed amendments to the Service Agreements in Agreed Form. 1.7 The Managers deliver to the Purchaser certified as a true copy by a director or the secretary executed copies of the relevant Group CompanyPut/Call Agreements in Agreed Form. 1.8 The Vendors shall procure the release of the Encumbrances under the HSBC Indebtedness and the other Encumbrances set forth in Sections 11.1 and 11.3 of the Disclosure Letter.

Vendor’s Obligations. At Completion, On Completion the Vendor shall: 6.2.1 (A) deliver to the Purchaser: (a1) such instruments of transfer in respect transfers of the Sale Shares, Shares duly executed by the registered holders thereof Vendor in favour of the Purchaser (or its nominee) in form and substance reasonably acceptable to Purchaser, nominees together with the relative relevant share certificates (or in the event that such share certificates are unable to be delivered, executed indemnities, in Agreed Form, from the Vendor in relation to the missing share certificates); and (2) a voting power of attorney in Agreed Form duly executed by the Vendor in respect of the rights attaching to the Sale Shares; (bB) procure that the written resignations Directors (other than the Continuing Directors) of the Company and the Subsidiaries shall retire from all their offices with the Company and the Subsidiaries, each delivering to the Purchaser a deed (in Agreed Form) made out in favour of each of the directors Company and the secretary Subsidiaries of each Group Company from his office as which he is a director Director or secretary (as the case may be) to take effect on the Completion Date, with an acknowledgement signed by each of them to the effect Secretary acknowledging that he has no claim against the relevant Group Company in each case, in form and substance reasonably acceptable to Purchaseroutstanding for compensation or otherwise; (cC) (for deliver to the Purchaser itself and as agent for each relevant Group Companythe Company and the Subsidiaries: (1) all the certificate of incorporation, the current business registration certificate, common seal and all statutory and other books (duly written up to date) of the Company and records each of the Subsidiaries (other than the Subsidiaries incorporated in Germany) and its/their certificate(s) of incorporation, any certificates of incorporation on change of name and common seal(s) (if any); (2) certificates in respect of all issued shares in the capital of each of the Subsidiaries; and (3) an extract containing information taken from the register of the title number relating to the Premises, together with a statutory declaration in Agreed Form relating to the loss of the original title deeds for the Premises; (D) deliver the Tax Deed duly executed by the Vendor; (E) deliver the Adrenalin Agreement and VM Player Agreement each duly executed by SeaChange International UK Limited and (i) the Company and Mobix Interactive Limited (in the case of the Adrenalin Agreement) and (ii) On Demand Management Limited (in the case of the VM Player Agreement);, (F) procure board meetings of the Company and of each of the Subsidiaries (other Group Company than the Subsidiaries incorporated in Hong Kong or Germany and South Africa) to be held at which: * - Confidential Treatment Requested. Omitted portions filed with the British Virgin Islands;Securities and Exchange Commission. (d1) the Tax Covenant duly executed by the covenantors named therein; (e) the Employment Agreements duly executed by each of Xx. Xxxxxx and Xx. Xxxx and IVRS (International) Limitedthere shall be passed a resolution to approve, and the written resignation of Xx. Xxxx as employee of the Vendor and of any other Group Company with effect from the Completion Date; (f) (if required by the Purchaser) irrevocable powers of attorney (in such form as the Purchaser may require) executed by each of the registered holders of the Sale Shares in favour of the Purchaser to enable the Purchaser (pending the registration of the relevant instruments of transfer) to exercise all voting and other rights attaching to the Sale Shares and to appoint proxies for this purpose; (g) a copy of the resolutions of the board of directors of Vendor authorising the execution of, and the performance by Vendor of its obligations under, this Agreement and the other Transaction Documents to which Vendor is a party, certified as a true copy by a director or the secretary of Vendor; (h) a copy of the resolutions of the board of directors of each Vendor Guarantor (which is an entity) authorising the execution of, and the performance by such Vendor Guarantor of its obligations under, this Agreement and the other Transaction Documents to which such Vendor Guarantor is a party, certified as a true copy by a director or the secretary of such Vendor Guarantor; (i) bank statements or other written evidence from the relevant banks of the Group’s holdings as at a time no earlier than 24 hours prior to the time of Completion of an amount of cash of not less than HK$6 million in readily available funds; (j) the Escrow Agreement in the form and substance as set out in Exhibit B (the “Escrow Agreement”) duly executed by Vendor; and (k) copies of all source and object code versions of Group Software (to be delivered on a storage device or other medium approved by the Purchaser); 6.2.2 procure the passing of resolutions of the board of directors of each Group Company, inter alia: (a) (in the case of the Company only) approving Company, the registration transfers of the share transfers referred Sale Shares and (subject only to due stamping) to register in Clause 6.2.1(a)the register of members, each transferee as the holder of the shares concerned; (b2) accepting the resignations referred to in Clause 6.2.1(b); (c) appointing such persons (within the maximum number permitted by the Articles of Association or equivalent constitutional documents of the relevant Group Company) as the Purchaser may nominate there shall be appointed as directors and secretary of each Group Company, such appointments to take effect on the Completion Date; (d) (if required by the Purchaser) revoking all existing authorities to bankers in respect of the operation of its bank accounts and giving authority in favour of such persons as the Purchaser may nominate such appointments to operate to such accountstake effect at the close of the meeting; (e3) approving the execution and performance accounting reference date of the Tax Covenant Company and each of the other Transaction Documents, as applicableSubsidiaries shall be changed to 31 December; (4) the resignations and acknowledgements of the directors referred to in paragraph 1(B) shall be tendered and accepted and each such acceptance to take effect at the close of the meeting; and (f5) the Adrenalin Agreement and VM Player Agreement referred to in paragraph 1(F) shall be approved and entered into; (in the case of IVRS (InternationalG) Limited only) approving the execution of the Employment Agreements, and shall deliver to the Purchaser a copy of such board resolutionsPurchaser, certified as a true copy correct by a director or the secretary of the relevant company, the minutes of each such board meeting; (H) deliver the Disclosure Letter duly executed by the Vendor; (I) deliver to the Purchaser evidence (to the Purchaser’s reasonable satisfaction) of the authority of any person signing on behalf of the Vendor; (J) deliver to the Purchaser statements of balances at a date not more than seven days prior to Completion with reconciliations to the Completion Date on all bank accounts of each Group Company.Company (including any repayments of indebtedness made pursuant to clause 4.2(B)) and all current cheque books relating to such accounts; and