On Completion the Seller shall deliver to the Buyer:
(a) a completed and signed transfer of the Sale Shares to the Buyer or as it directs and the related share certificate;
(b) a power of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer;
(c) the statutory books of each Group Company (including any separate sheet minutes in respect of the Subsidiary, if applicable) complete and accurate up to Completion and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates of each Group Company;
(d) a signed deed addressed by the Seller to the Buyer and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versa;
(e) letters of resignation in agreed form from each director of each Group Company and the secretary of each Group Company (if any);
(f) a letter, in agreed form, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning of section 790C of the Companies Act 2006) in relation to the Company;
(g) the Disclosure Letter;
(h) the consultancy agreement in the agreed form between the Company and Xxxxxxx Xxxxxxx signed by the parties;
(i) deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the Seller;
(j) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (as determined by the Buyer) in relation to the potential issue of additional shares in Xxxxxxxx.xxx Limited to such persons;
(k) an intellectual property assignment in the agreed form from the Seller in favour of the Company;
(l) an intellectual property assignment in the agreed from XXXX00.Xxx Limited (UK) in favour of the Company; and
(m) a settlement agreement in the agreed form duly executed by Xxxxxx Xxxxxx (together wit...
On Completion. (a) the Institutional Investors (as set out in Schedule 1) other than Novartis shall subscribe in cash for and shall be issued the number of Ordinary Shares set opposite their name in column 3 of Part A of Schedule 1 for the price specified in column 4 of Part A of Schedule 1; and
(b) the Company shall issue to Novartis of the number of Ordinary Shares set opposite its name in column 3 of Part B of Schedule 1.
On Completion. If this agreement is only considered satisfied when the Consultant completes the project defined as the “Services,” then select the second checkbox statement.
On Completion. (1) (transfers) the Grantor must do all acts and things and execute and deliver to Coeur all documents (including documents which constitute a sufficient transfer of the Option Shares under Part 7.11 of the Corporations Act 2001 (Cth) and the Corporations Regulations 2001 (Cth)) as required to register and make Coeur or its nominee the legal and beneficial owner of the Option Shares; and
(2) (Exercise Price) Coeur must pay the Exercise Price in respect of each Option Share to the Grantor by bank cheque or an electronic funds transfer into an account nominated by the Grantor.
On Completion. (i) the Purchaser will execute the SPA Escrow Agreement and deposit the SPA Escrow Amount in the SPA Escrow Account;
(ii) the Purchaser will on the Completion Date pay to the Vendor the AMC Purchase Price in the manner indicated by the Vendor; and
(iii) the Purchaser shall offer/have taken irrevocable steps jointly with the AMC or to offer an exit option to the existing unit holders of the Fund to redeem their units without imposition of any exit load in compliance with the Regulations.
4.3 The Warranties and, subject to the Disclosure Letter, in case of Vendor's Warranties, all other provisions of this Agreement insofar as the same shall not have been performed at Completion shall not be extinguished or affected by Completion, or by any other event or matter whatsoever (including, without limitation, any satisfaction and/or waiver of any condition contained in Clause 3.1 or Clause 3.2), except by a specific and duly authorised written waiver or release by the Purchaser or the Vendor as the case may be.
5. OBLIGATIONS OF THE VENDOR BETWEEN EXECUTION AND COMPLETION
5.1 From the date hereof through to the Completion Date, the Vendor shall cause the AMC to conduct its business in the ordinary course, in a manner, and use all reasonable efforts to shall otherwise use all reasonable efforts, so as to ensure that the Vendor's Warranties shall continue to be true and correct on and as of the Completion Date, as if made on such date. The Vendor shall give the Purchaser prompt notice of any event, condition or circumstance occurring from the date hereof until the Completion Date that would constitute a violation or breach of any Vendor's Warranty if such Vendor's Warranty were made as of any date from the date hereof until the Completion Date, or that would constitute a violation or breach of any terms and conditions contained in this Agreement.
5.2 The Vendor shall use its reasonable efforts to cause the AMC to preserve the relationship and goodwill with their clients.
5.3 The Vendor shall cause the AMC to comply in all material respect with all applicable laws, regulations, decrees of any court or regulatory body.
On Completion. The Vendor shall meet the following requirements:
(a) The Vendor shall get all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required in respect of the transferring of the Sale Interests from the relevant PRC governmental authorities, including but not limited to the ratification from the PRC foreign trade economic bureau or the provincial foreign trade economic department and the Vendor shall inform the Purchaser all the relevant letters, the ratification documents and other relevant documents; (b) Each of the Vendor shall jointly and/or severally ( as the case may be ) deliver or procure the delivery to the Purchaser of all the following: (i) all constitutional documents, contracts, minute books and records (which shall be written up to date as at Completion); (ii) copies of the business license, the name of the shareholders, the copies of the shareholders' identity card, the structure of the shareholding and financial statements of the Company; (iii) other documents, letters and material which the Purchaser may require; (c) The Vendor shall hold a shareholder meeting approving the following items according to the Purchaser's requirements: (i) the sale and purchase of the Sale Interests; (ii) the Transferable Note;
(iii) amending the constitution of the Company according to the Purchaser; (d) The Vendor shall complete the change procedures regards to the Sale Interests in relevant Commercial and Industrial bureau and inform the Purchaser all the relevant letters, ratification documents and other relevant documents regards to the above the change procedures..
On Completion. 4.2.1 the Seller shall comply with the obligations set out in part 1 of schedule 5; and
4.2.2 subject to the Seller's compliance with clause 4.2.1, the Purchaser shall comply with the obligations set out in part 2 of schedule 5.
On Completion. 7.2.1 the Seller and the Purchaser shall deliver to each other counterparts of the following documents duly executed by them:
(a) this Agreement;
(b) the Disclosure Letter;
(c) the Call Option Agreement.
7.2.2 the Seller shall:
(a) cause to be delivered to the Purchaser or the Purchaser’s Solicitors (or, if so requested by the Purchaser, cause to be made available to the Purchaser or the Purchaser’s Solicitors):
(i) duly executed transfers of the Shares in favour of the Purchaser or its nominee together with the relevant share certificate relating to the Shares (or an indemnity in the agreed form in respect of any missing share certificate);
(ii) such waivers and consents, or other documents which the Purchaser may request prior to Completion and which may be required to give good title to the Share;
(iii) counterparts of any of the other Transaction Documents duly executed by all parties thereto other than the Purchaser and any member of the Purchaser’s Group;
(iv) copies of duly executed versions of any powers of attorney or other authorities under which any of the Transaction Documents may have been executed by any party thereto other than the Purchaser and any member of the Purchaser’s Group;
(v) in respect of the Seller, a tax reference number together with confirmation of the tax head to which it relates;
(vi) the written resignations in the agreed form of:
(A) Xxxx Xxxxxxxxxxxxxx and Xxxxx Xxxxxxx as directors of each of those Group Companies that they are directors of;
(B) Xxxxxx Xxxxxxxxxxx as a director of the Company; and
(C) Xxxx Xxxxxxxxxx as a director of Nordeus Serbia;
(vii) copies of the Company Completion Board Minutes and Subsidiary Completion Board Minutes duly signed by the chairmen of such meetings and the Serbian Subsidiary Shareholder Resolutions duly executed along with the powers of attorney for registration of the changes contemplated by the Serbian Subsidiary Shareholder Resolutions;
(viii) evidence that the Seller and each of the Guarantors is authorised to enter into this Agreement and each of the Transaction Documents to which they are a party;
(ix) the amendment agreement to his employment agreement duly signed by Xxxxxxxx Xxxxxxxxxx and Nordeus Serbia; and
(x) a copy of the Deed of Termination duly executed by the parties thereto.
(b) procure that:
(i) a board meeting of the Company is duly convened and held at which the business referred to in the Company Completion Board Minutes shall be transacted (such business to inclu...
On Completion. 6.2.1 the relevant Joint Offeror shall deliver, or procure the delivery, to Castelnau of:
6.2.1.1 duly executed transfers in respect of the relevant Valderrama E Shares duly completed in favour of Castelnau (or as it may direct);
6.2.1.2 the certificates for the relevant Valderrama E Shares or an indemnity in a customary form in relation to those Valderrama E Shares; and
6.2.1.3 such other documents as may be reasonably necessary to enable Castelnau or its nominee(s) to obtain good title to the relevant Valderrama E Shares, including, without limitation, any power of attorney pursuant to which the documents referred to in clause 6.2.1.1 and 6.
2.1.2 above were executed (if applicable);
On Completion. 6.2.1 the relevant Joint Offeror shall deliver, or procure the delivery, to Topco of:
6.2.1.1 duly executed transfers in respect of the relevant Midco Loan Notes duly completed in favour of Topco (or as it may direct);
6.2.1.2 the certificates (to the extent delivered to a noteholder) for the relevant Midco Loan Notes or an indemnity in a customary form in relation to those Midco Loan Notes; and
6.2.1.3 such other documents as may be reasonably necessary to enable Topco or its nominee(s) to obtain good title to the relevant Midco Loan Notes, including, without limitation, any power of attorney pursuant to which the documents referred to in clause 6.2.1.1 and 6.
2.1. 2 above were executed (if applicable);
6.2.2 Topco shall procure that:
6.2.2.1 the Offer Consideration is issued to the relevant Joint Offeror so that such Joint Offeror is registered as the holder of the relevant Offer Consideration;
