Actions at Completion Sample Clauses

Actions at Completion. Simultaneously with the execution and delivery of this Agreement by the Parties, (a) the Purchaser shall deliver or cause to be delivered to the Seller: (i) a portion of the Purchase Price equal to US$80,000,000 (the “Initial Payment”) in cash by wire transfer of immediately available funds to an account notified in writing by the Seller to the Purchaser; (ii) an instrument of transfer in respect of the SPV Sale Shares in favor of the Purchaser duly executed by the Purchaser; (iii) counterparts of a share charge in favor of the Seller in the form set out in Exhibit I to this Agreement of the SPV Sale Shares (the “Share Charge”) duly executed by the Purchaser, together with the documents referred to in Sub-Clause 4.2 of the Share Charge; and (iv) Letter of Undertaking to the Seller in the form set out in Exhibit III to this Agreement duly executed by ▇▇. ▇▇▇▇ Kam; and (b) the Seller shall deliver or cause to be delivered to the Purchaser: (i) a duly issued share certificate in the name of the Purchaser, dated as of the Completion Date, evidencing its ownership of the SPV Sale Shares; (ii) an instrument of transfer in respect of the SPV Sale Shares in favor of the Purchaser duly executed by the Seller; (iii) a true and complete copy of the certified register of members of the SPV, dated as of the Completion Date, evidencing the sole ownership by the Purchaser of the SPV Sale Shares; (iv) a true and complete copy of the resolutions of the sole director of the SPV duly appointing ▇▇. ▇▇▇▇ ▇▇▇ as a director of the SPV; (v) a true and complete copy of the certified register of directors of the SPV, dated as of the Completion Date, evidencing the composition of the board of directors of the SPV, consisting solely of ▇▇. ▇▇▇▇▇▇ Wolhardt and ▇▇. ▇▇▇▇ ▇▇▇; and (vi) counterparts of the Share Charge duly executed by the Seller.

Actions at Completion. At Completion, (a) the Purchaser shall pay or cause its Agent to pay the entire amount of the Purchase Price in cash by wire transfer of immediately available funds to an account to be notified by the Seller to the Purchaser or the Agent not later than three (3) Business Days prior to the Completion Date; (b) the Seller shall deliver to the Purchaser, new Notes in the principal amount of US$65,000,000 (substantially in the form of the Notes) reissued by the Company to the Purchaser as holder pursuant to terms of the Notes, free and clear of any Encumbrances; and (c) the Seller shall cause to be delivered to the Purchaser a copy of the duly signed resignation(s), effective as of the date hereof and subject only to the acceptance by the board of directors of the Company, of the director(s) of the Company appointed or nominated by the Seller.

Actions at Completion. At Completion, (a) the Issuer shall issue the Bond to the Investor free and clear of all Encumbrances; and (b) the Investor shall pay the Consideration to the Issuer, and the Issuer hereby irrevocably instructs the Investor to pay the Consideration in the following manner: (i) the Investor shall pay US$12,675,488.25 to the accounts designated by ▇▇▇▇▇▇▇ ▇▇▇▇▇, the details of which are set forth in Schedule 5; and (ii) the Investor shall pay US$7,824,511.75 to the account designated by IDG, the details of which are set forth in Schedule 5, as discharge of the Issuer’s obligations to pay the purchase prices of the Founder Target Shares (as defined in the Share Purchase Agreements) to ▇▇▇▇▇▇▇ Sachs and IDG under the Share Purchase Agreements, and the payment pursuant to the above sub-section (b)(i) and (ii) shall be treated as a full discharge of the obligation of the Investor to pay the Consideration to the Issuer.

Actions at Completion. At Completion, (a) the Purchaser shall pay or cause its Agent to pay the entire amount of the Share Purchase Price and the Note Purchase Price in cash by wire transfer of immediately available funds to an account to be notified by the Seller to the Purchaser or the Agent not later than three (3) Business Days prior to the Completion Date; (b) the Seller shall: (i) transfer the Sale Shares to the Purchaser, free and clear of any Encumbrances; (ii) deliver to the Purchaser or its Agent (A) a certificate or certificates representing the Sale Shares, together with executed instruments of transfer and any required transfer stamps affixed thereto or, (B) if there is no such physical certificate(s) available, evidence to the reasonable satisfaction of the Purchaser showing that the Purchaser has been duly registered as the owner of the Sale Shares with Depositary Trust Company; and (c) the Seller shall deliver to the Purchaser new Note in the principal amount of US$25,000,000 (substantially in the form of the Note) reissued by the Company to the Purchaser as holder pursuant to terms of the Note, free and clear of any Encumbrances.

Actions at Completion. At Completion, (a) the Company shall, with respect to an Investor: (i) issue to such Investor the Notes in the principal amount set forth opposite such Investor’s name in Schedule 3, free and clear of all Encumbrances; (ii) duly register without registration fee such Investor as the holder of Notes in the principal amount referred to in Section 4.2(a)(i) in the Company’s register of noteholders; (iii) deliver to such Investor a copy of the register of noteholders of the Company as at the Completion Date, updated to reflect the issue of the relevant Notes to such Investor and certified by a director of the Company or the Company’s registered agent as a true, complete and correct copy of the original; and (iv) deliver to such Investor definitive certificates, duly completed in the name of such Investor and reflecting such Investor’s ownership of Notes in the principal amount referred to in Section 4.2(a)(i); (b) each of GS and Mandra shall, against compliance by the Company with the provisions of Section 4.2(a) with respect to GS or Mandra (as applicable), pay the GS Consideration and the Mandra Consideration respectively to the Company’s bank account (details of which are set out below) in USD, and shall each deliver to the Company a copy of the irrevocable wiring instructions to such Investor’s bank (known as “MT-103” and containing the SWIFT number of such remittance): Account name: AURORA MOBILE LIMITED Account No.: ###-####-### Bank: Silicon Valley Bank Bank Address: SILICON VALLEY BANK, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, CA95054, USA SWIFT Code: ▇▇▇▇▇▇▇▇

Actions at Completion. At Completion: (a) the Seller will undertake those actions listed at Part 1 of Schedule Six; and (b) the Buyer will undertake those actions listed at Part 2 of Schedule Six.

Actions at Completion. At Completion, each of the Sellers and the Buyer will undertake those actions designated to be undertaken by them, and in the order set out, in SCHEDULE 5, and the fulfilment of each action set out in SCHEDULE 5 shall be a condition precedent for the fulfilment of each subsequent action set out therein (save in respect of (i) the payment of the Shareholder Loan 1 Debt and the Employee Bonus Payments where the provisions of Clauses 2.2 and 2.3 shall apply and (ii) the actions set forth in Paragraph 8 of SCHEDULE 5).

Actions at Completion. At the Completion, each and all of the following actions shall take place: 3.2.1 Subscriber and the Company shall each confirm to the other that the covenants and undertakings specified in Clause 4 have been duly performed by each Party. 3.2.2 Subscriber shall duly execute and deliver to the Depositary a written instruction authorizing the transfer of GFL Shares from the depo account of the Subscriber opened with the Depositary to the depo account of the Company opened with the Depositary, and the Company shall duly execute and deliver to the Depositary the GFL Shares acceptance instruction. 3.2.3 Following the actions described in Clause 3.

Actions at Completion. With respect to the Investor, at Completion, (a) the Company shall: (i) transfer the Sale Shares to the Investor or its nominee(s) free and clear of Encumbrances and deliver share certificates in the name of the Investor or its nominees evidencing ownership of the Sale Shares; (ii) duly register the Investor or its nominee(s) as the holder of the Sale Shares in the Company's register of members and deliver a copy of such register of members to the Investor, certified as a true, correct and complete copy by a director of the Company; and (iii) deliver to the Investor a receipt for payment of the Consideration; and (b) the Investor shall pay the Consideration, by wire transfer of immediately available funds to an account opened in the name of the Company, or if instructed by the Company, any Subsidiary of the Company outside the PRC in accordance with the written instructions provided by the Company to the Investor at least five (5) Business Days prior to the Completion Date, or in any other manner as the Parties may mutually agree.