Common use of Actions at Completion Clause in Contracts

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.