Common use of Actions at Completion Clause in Contracts

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. Simultaneously with the execution and delivery of this Agreement by the Parties,At Completion: (a) the Purchaser Company shall, and Sohu Search shall deliver or cause to be delivered to procure that the SellerCompany shall, by all necessary action of the Board and the Existing Shareholders: (i) a portion of adopt 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 PurchaserRestated Charter; (ii) an instrument of transfer in respect re-designate all of the SPV Sale Shares in favor of the Purchaser duly executed by the Purchaserexisting and outstanding ordinary shares into 168,310,758 Class A Ordinary Shares; (iii) counterparts of a share charge in favor of authorize and create the Seller in Class B Ordinary Shares, and issue and allot 79,368,421 Class B Ordinary Shares to 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; andInvestor; (iv) Letter of Undertaking authorize and create the Series B Preferred Shares, and issue and allot 65,431,579 Series B Preferred Shares to the Seller Investor; (v) appoint two nominees of the Investor as directors on the Board; for the avoidance of doubt, the total number of directors on the Board immediately after Completion shall be five; (vi) deliver to the Investor a copy of the register of members of the Company with the Investor duly registered thereon as the owner of 79,368,421 Class B Ordinary Shares and 65,431,579 Series B Preferred Shares and all other shareholders as holders of either Class A Ordinary Shares or Series A Preferred Shares; (vii) deliver to the Investor a copy of all Board resolutions and shareholders’ resolutions (both ordinary and special), including all attachments thereto, required to effect all the actions described in this Section 3.2(a); (viii) deliver to the form Investor a copy of the register of directors of the Company reflecting the appointments set out in Exhibit III to this Agreement duly executed by ▇▇. ▇▇▇▇ Kam; andSection 3.2(a)(v) above; (bix) the Seller shall deliver or cause to be delivered to the Purchaser: (i) a duly issued share certificate in Investor an opinion from Cayman Islands counsel to the name of the PurchaserCompany, dated as of the Completion Date, evidencing its ownership in form and substance satisfactory to the Investor and covering the agreed matters; and (x) appoint a Person designated by the Investor (who shall be one of the SPV Sale Shares;two directors appointed in Section 3.2(a)(v) above) to be an authorized signatory of the Company’s bank account into which the Cash Consideration is paid (the “Initial Bank Account”) with such signing authority as determined by the Board and agreed with the Investor. (b) the Investor shall: (i) pay the Cash Consideration in immediately available cleared funds and in US$ to the Initial Bank Account, details of which have been provided to the Investor by the Company at least three (3) Business Days prior to Completion; and (ii) an instrument deliver to the Company a copy of transfer in respect all its board resolutions and shareholder resolutions (to the extent required by applicable laws or the constitutive documents of the SPV Sale Shares in favor of Investor), including all attachments thereto, required to effect the Purchaser duly executed by Investor’s obligations under the SellerTransaction and the Basic Documents; (iiic) a true and complete copy of the certified register of Company, Sohu Search, Photon, the members of Sogou Management and the SPV, dated as of Investor shall enter into the Completion Date, evidencing the sole ownership by the Purchaser of the SPV Sale SharesShareholders’ Agreement; (ivd) a true Sohu Search, Photon and complete copy of Sogou Management shall enter into 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 ▇▇. ▇▇▇▇ ▇▇▇Voting Agreement; and (vie) counterparts the Company and each member of the Share Charge duly executed by Sohu Search Consortium shall enter into the SellerTermination Agreement.

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.