Common use of At Completion Clause in Contracts

At Completion. 5.2.1 Transferor shall deliver, or procure the delivery, to Transferee of the following:- 5.2.1.1 duly executed instruments of transfer of the Sale Shares, duly completed by Transferor and stamped in favour of Transferee together with the Share Certificates for the Sale Shares in the name of the Seller; 5.2.1.2 duly signed letters of resignation of the directors and officers of the Company in the agreed form dated as of the Closing Date and addressed to the Company and the Transferee, such resignations to include an acknowledgement that such director or officer does not have a claim against the Company for breach of contract, compensation for loss of office, redundancy or unfair dismissal or any other account whatsoever and that no agreement or arrangement is outstanding between the Company and such director or officer under which the Company has or could have any obligation to any such director or officer; 5.2.1.3 a certificate of goodstanding in respect of the Company dated no more than 2 Business Days prior to the Closing Date issued by the ▇▇▇▇▇▇▇▇ Islands Registry; 5.2.1.4 a certified true extract from the minutes of a duly held meeting of the directors of the Transferor evidencing the authorisation of the execution by the Transferor of this Agreement and the other documents which it is to execute pursuant to this Agreement; 5.2.1. 5 each register, minute book and other book required by law to be kept by the Company made up to but not including the Closing Date and each certificate of incorporation and certificate(s) of incorporation on change of name for the Company; 5.2.1.6 all books, records, tax records, journals, ledgers, accounts, agreements and other documents (including, in the case of those kept or maintained on computer or otherwise electronically, such printouts, disks, tapes and other copies as the Transferee may require acting reasonably) of the Company which are in the Company’s possession together with such information and things as the Transferee will need to access any of the foregoing; 5.2.1.7 the originals of the Shipbuilding Contract; 5.2.1.8 a deed of confirmation from the Transferor (for itself and as agent for each member of the Transferor’s Group) to the Company in the agreed form confirming that the Company has no indebtedness or liability to the Transferor or any member of the Transferor’s Group; 5.2.1.9 the Buyer’s Representative Agreement duly executed by, or on behalf of, Scorpio Ship Management ▇▇▇ and the Company; 5.2.1.10 the Data Room CD-Rom; and 5.2.1.11 such other documents (if any) as may be required to give the Transferee legal and beneficial ownership of the Sale Shares as contemplated herein and to enable the Transferee to become the registered holders thereof. 5.2.2 At Completion, the Transferee shall:- 5.2.2.1 pay the Purchase Price to the Transferor by wire transfer for value on the Closing Date to the Transferor’s Account; 5.2.2.2 deliver to the Transferor a certified true copy of the minutes of a duly held meeting of the directors of the Transferee authorising the execution by the Transferee of this Agreement and the other documents which it is to execute pursuant to this Agreement; and 5.2.2.3 deliver to the Transferor the New Performance Guarantee duly executed by the Transferee.

At Completion. 5.2.1 Transferor 5.3.1 the Vendor and the Vendor Guarantor shall deliver, or procure deliver to the delivery, Company (with certified copies to Transferee of the following:- 5.2.1.1 duly executed instruments of transfer of the Sale Shares, duly completed by Transferor and stamped in favour of Transferee together with the Share Certificates for the Sale Shares in the name of the Seller; 5.2.1.2 duly signed Purchaser) letters of resignation by all the Resigning Directors, expressed to be subject to the Offer proceeding, with effect from the later of (1) the first closing date of the Offer and (2) the date on which the Offer becomes or is declared unconditional (or such earlier date as the Executive under the Takeovers Code may permit) but otherwise unconditional and irrevocable, as directors and officers of the Company in the agreed form dated as and of each subsidiary of the Closing Date and addressed to the Company and the Transfereeof which they are respectively directors, such resignations to include an acknowledgement confirming, in each case, that such director or officer does not they have a claim no claims against the Company for breach or the relevant subsidiary (as the case may be), whether by way of contract, compensation for loss of office, redundancy office or unfair dismissal or any other account whatsoever and otherwise howsoever; and 5.3.2 the Vendor shall use all reasonable endeavours to procure that no agreement or arrangement is outstanding between the Company and such director or officer under which the Company has or could have any obligation to any such director or officer; 5.2.1.3 a certificate of goodstanding in respect board meeting of the Company dated no more than 2 Business Days prior to is held at which resolutions shall be passed approving:- 5.3.2.1 the Closing Date issued by the ▇▇▇▇▇▇▇▇ Islands Registry; 5.2.1.4 a certified true extract from the minutes of a duly held meeting resignations of the Resigning Directors, as directors of the Transferor evidencing Company referred to in Clause 5.3.1; and 5.3.2.2 the authorisation appointment with effect from the date of posting of the execution Offer Document (or such earlier date specified by the Transferor Purchaser which the Executive has consented to), but otherwise on an unconditional and irrevocable basis, of this Agreement and such persons as the other documents which it is to execute pursuant to this Agreement; 5.2.1. 5 each register, minute book and other book required by law to be kept by the Company made up to but not including the Closing Date and each certificate Purchaser shall nominate as directors of incorporation and certificate(s) of incorporation on change of name for the Company; 5.2.1.6 5.3.3 the Vendor shall use all books, records, tax records, journals, ledgers, accounts, agreements and other documents (including, in the case reasonable endeavours to procure that a board meeting of those kept or maintained on computer or otherwise electronically, such printouts, disks, tapes and other copies as the Transferee may require acting reasonably) each key subsidiary of the Company nominated by the Purchaser is held at which are in resolutions shall be passed approving: 5.3.3.1 the Company’s possession together with such information and things as the Transferee will need to access any resignations of the foregoing; 5.2.1.7 the originals Resigning Directors, as directors of the Shipbuilding Contract; 5.2.1.8 a deed of confirmation from the Transferor (for itself and as agent for each member of the Transferor’s Group) to the Company in the agreed form confirming that the Company has no indebtedness or liability to the Transferor or any member of the Transferor’s Group; 5.2.1.9 the Buyer’s Representative Agreement duly executed by, or on behalf of, Scorpio Ship Management ▇▇▇ and the Company; 5.2.1.10 the Data Room CD-Romsuch key subsidiary; and 5.2.1.11 such other documents (if any) as may be required to give 5.3.3.2 the Transferee legal and beneficial ownership appointment with effect from the date of the Sale Shares posting of the Offer Document (or such earlier date specified by the Purchaser which the Executive has consented to), but otherwise on an unconditional and irrevocable basis, of such persons as contemplated herein the Purchaser shall nominate as directors of such key subsidiary. and to enable the Transferee to become the registered holders thereof. 5.2.2 At Completion, the Transferee shall:- 5.2.2.1 pay the Purchase Price to the Transferor by wire transfer for value on the Closing Date to the Transferor’s Account; 5.2.2.2 Vendor shall deliver to the Transferor a Purchaser certified true copy copies of the minutes of a duly held meeting the board meetings of the directors of the Transferee authorising the execution by the Transferee of this Agreement and the other documents which it is to execute pursuant to this Agreement; and 5.2.2.3 deliver to the Transferor the New Performance Guarantee duly executed by the Transfereeeach such key subsidiary containing those resolutions.

At Completion. 5.2.1 Transferor the Sellers shall deliver, deliver or procure make available to the delivery, to Transferee Buyer: 9.2.1 transfers of the following:- 5.2.1.1 duly executed instruments of transfer of the Sale Shares, duly completed by Transferor and stamped Shares in favour of Transferee together with the Share Certificates for Buyer or its nominee, duly executed by the Sale Sellers or any other registered holders; 9.2.2 the share certificates representing the Shares or an indemnity in the name of the Selleragreed form for any missing share certificates; 5.2.1.2 duly signed letters 9.2.3 the resignation from their respective offices of resignation each of the directors and officers the secretary of the Company Company, in the agreed form dated form, executed as a deed; 9.2.4 details of the Closing Date amounts, in each case as at Completion, of the Shareholder Loans, the Inter-Company Debts and addressed the Borrowings; 9.2.5 a deed of release in a form reasonably acceptable to the Company Buyer executed by Barclays Bank plc with regard to the Shares held by Travelex UK Limited and a deed of release in a form reasonably acceptable to the Transferee, such resignations Buyer executed by National Westminster Bank plc with regard to include an acknowledgement that such director or officer does not have a claim against the Company for breach of contract, compensation for loss of office, redundancy or unfair dismissal or any other account whatsoever and that no agreement or arrangement is outstanding between the Company and such director or officer under which the Company has or could have any obligation to any such director or officerShares held by Snax 24 Corporation Limited; 5.2.1.3 a certificate of goodstanding in respect 9.2.6 all consents required for the sale of the Company dated no more than 2 Business Days prior to the Closing Date issued by the ▇▇▇▇▇▇▇▇ Islands RegistryShares from Apax Partners Europe Managers Limited and agents of senior and mezzanine financiers under certain financing arrangements; 5.2.1.4 a certified true extract from 9.2.7 the minutes of a duly held meeting of the directors of the Transferor evidencing the authorisation of the execution by the Transferor of this Agreement seal (if any), statutory books and the other documents which it is to execute pursuant to this Agreement; 5.2.1. 5 each register, minute book and other book required by law to be kept by the Company made up to but not including the Closing Date and each certificate of incorporation (and certificate(s) any certificate of incorporation on change of name for name) of the Company; 5.2.1.6 all books, records, tax records, journals, ledgers, accounts, agreements and other documents (including, in the case of those kept or maintained on computer or otherwise electronically, such printouts, disks, tapes and other copies as the Transferee may require acting reasonably) 9.2.8 a certified copy of the Company which are in the Company’s possession together with such information and things as the Transferee will need to access any of the foregoing; 5.2.1.7 the originals of the Shipbuilding Contract; 5.2.1.8 a deed of confirmation from the Transferor (for itself and as agent for Termination Agreement executed by each member of the Transferor’s Group) to the Company in the agreed form confirming that the Company has no indebtedness or liability to the Transferor or any member of the Transferor’s Group; 5.2.1.9 the Buyer’s Representative Agreement duly executed by, or on behalf of, Scorpio Ship Management ▇▇▇ Seller and the Company; 5.2.1.10 9.2.9 the Data Room CD-Rom; and 5.2.1.11 such other documents (if any) as may be required to give the Transferee legal and beneficial ownership of the Sale Shares as contemplated herein and to enable the Transferee to become the registered holders thereof. 5.2.2 At Completion, the Transferee shall:- 5.2.2.1 pay the Purchase Price to the Transferor Transitional Services Agreement executed by wire transfer for value on the Closing Date to the Transferor’s AccountTravelex UK Limited; 5.2.2.2 deliver to the Transferor 9.2.10 a list of all Site Agreements falling within paragraph 1.6.6 of part 4 of schedule 2; 9.2.11 a list of all ATMs for which planning permission has been obtained as described in paragraph 1.6 of part 6 of schedule 2; 9.2.12 a certified true copy of the minutes of a duly held meeting of the directors of each Seller in the Transferee agreed form resolving that the relevant Seller should enter into this Agreement, and each other document to be signed by it at Completion, and authorising the execution of those documents by the Transferee each person signing on behalf of this Agreement and the other documents which it is to execute pursuant to this Agreementthat Seller; and 5.2.2.3 deliver 9.2.13 confirmation, in a form reasonably acceptable to the Transferor Buyer, that the New Performance Guarantee duly executed by master agreement between Travelex UK Limited, TotalFinaElf UK Limited and the TransfereeCompany has not been terminated and continues in force.

At Completion. 5.2.1 Transferor the Seller shall deliverdeliver to the Buyer, or procure as the delivery, to Transferee Buyer directs: 3.2.1 the share certificates (if in issue) for each of the following:- 5.2.1.1 duly executed instruments of transfer of the Sale Shares, duly completed by Transferor and stamped in favour of Transferee together with the Share Certificates for the Sale Shares Subsidiary Undertakings in the name of the Seller; 5.2.1.2 duly signed letters of resignation of the directors and officers of the Company in the agreed form dated as of the Closing Date and addressed to the Company and the Transferee, such resignations to include an acknowledgement that such director or officer does not have a claim against the Company for breach of contract, compensation for loss of office, redundancy or unfair dismissal or any other account whatsoever and that no agreement or arrangement is outstanding between the Company and such director or officer under which the Company has or could have any obligation to any such director or officer; 5.2.1.3 a certificate of goodstanding in respect of the Company dated no more than 2 Business Days prior to the Closing Date issued by the ▇▇▇▇▇▇▇▇ Islands Registry; 5.2.1.4 a certified true extract from the minutes of a duly held meeting of the directors of the Transferor evidencing the authorisation of the execution by the Transferor of this Agreement and the other documents which it is to execute pursuant to this Agreement; 5.2.1. 5 each register, minute book and other book required by law to be kept by the Company made up to but not including the Closing Date and each certificate of incorporation and certificate(s) of incorporation on change of name for the Group Company; 5.2.1.6 all books, records, tax records, journals, ledgers, accounts, agreements and other documents (including, in the case of those kept or maintained on computer or otherwise electronically, such printouts, disks, tapes and other copies 3.2.2 as the Transferee may require acting reasonably) evidence of the Company which are authority of each person executing a document referred to in the Company’s possession together with such information and things as the Transferee will need to access any of the foregoing; 5.2.1.7 the originals of the Shipbuilding Contract; 5.2.1.8 a deed of confirmation from the Transferor (for itself and as agent for each member of the Transferor’s Group) to the Company in the agreed form confirming that the Company has no indebtedness or liability to the Transferor or any member of the Transferor’s Group; 5.2.1.9 the Buyer’s Representative this Agreement duly executed by, or on behalf of, Scorpio Ship Management ▇▇▇ and the Company; 5.2.1.10 the Data Room CD-Rom; and 5.2.1.11 such other documents (if any) as may be required to give the Transferee legal and beneficial ownership of the Sale Shares as contemplated herein and to enable the Transferee to become the registered holders thereof. 5.2.2 At Completion, the Transferee shall:- 5.2.2.1 pay the Purchase Price to the Transferor by wire transfer for value on the Closing Date to the Transferor’s Account;Seller's behalf: 5.2.2.2 deliver to the Transferor (a) a certified true copy of the minutes of a duly held meeting of the directors of the Transferee Seller (or a duly constituted committee thereof) authorising the execution by the Transferee Seller of this Agreement the document and, where such execution is authorised by a committee of the board of directors of the Seller, a copy of the minutes of a duly held meeting of the directors constituting such committee or, in each case, the relevant extract thereof; or (b) a copy of the power of attorney conferring the authority, in each case certified to be true by a director or the secretary of the Seller; 3.2.3 each register, minute book and other book required to be kept by each Group Company under applicable Laws made up to the other Completion Date (except to the extent that such documents are required to effect the transfer of the Company's shares) and each certificate of incorporation and certificate of incorporation on change of name for each Group Company; 3.2.4 resignations in the agreed form from ▇▇▇▇ ▇▇▇▇ in respect of each Group Company expressed to take effect from the Completion Date; 3.2.5 a copy of each bank mandate of each Group Company and copies of statements of each bank account of each Group Company made up to a date not earlier than two Business Days before the Completion Date; 3.2.6 evidence in a form satisfactory to the Buyer that debts and accounts between any Group Company and a Seller's Group Undertaking have been fully paid; 3.2.7 all documentation relating to the Intellectual Property Rights including (without limitation) the original registration and renewal certificate (if any) for each of the Intellectual Property Rights which it is to execute pursuant to this Agreementare registered or pending as at Completion. 3.2.8 an employment contract for ▇▇▇▇ ▇▇▇▇▇ in the agreed form duly executed by ▇▇▇▇ ▇▇▇▇▇ and Pixel; and 5.2.2.3 deliver to 3.2.9 the Transferor the New Performance Guarantee Receivables Assignments duly executed by the TransfereeSeller and Simigon Limited and World Imaging Inc., respectively.

At Completion. 5.2.1 Transferor 3.4.1 The Seller shall deliver, deliver to (or procure make available to the delivery, to Transferee of satisfaction of) the following:-Buyer: 5.2.1.1 (a) definitive certificates for the Shares together with transfers thereof duly executed instruments of transfer of by the Sale Shares, duly completed by Transferor and stamped registered holders thereof in favour of Transferee together with the Share Certificates for the Sale Shares in the name of the SellerBuyer (or as it may direct); 5.2.1.2 duly signed letters of resignation of the directors and officers of the Company in the agreed form dated as of the Closing Date and addressed to the Company and the Transferee, (b) such resignations to include an acknowledgement that such director consents or officer does not have a claim against the Company for breach of contract, compensation for loss of office, redundancy or unfair dismissal or any other account whatsoever and that no agreement or arrangement is outstanding between the Company and such director or officer under which the Company has or could have any obligation to any such director or officer; 5.2.1.3 a certificate of goodstanding in respect of the Company dated no more than 2 Business Days prior to the Closing Date issued by the ▇▇▇▇▇▇▇▇ Islands Registry; 5.2.1.4 a certified true extract from the minutes of a duly held meeting of the directors of the Transferor evidencing the authorisation of the execution by the Transferor of this Agreement and the other documents which it is to execute pursuant to this Agreement; 5.2.1. 5 each register, minute book and other book required by law to be kept by the Company made up to but not including the Closing Date and each certificate of incorporation and certificate(s) of incorporation on change of name for the Company; 5.2.1.6 all books, records, tax records, journals, ledgers, accounts, agreements and other documents (including, in the case of those kept or maintained on computer or otherwise electronically, such printouts, disks, tapes and other copies as the Transferee may require acting reasonably) of the Company which are in the Company’s possession together with such information and things as the Transferee will need to access any of the foregoing; 5.2.1.7 the originals of the Shipbuilding Contract; 5.2.1.8 a deed of confirmation from the Transferor (for itself and as agent for each member of the Transferor’s Group) to the Company in the agreed form confirming that the Company has no indebtedness or liability to the Transferor or any member of the Transferor’s Group; 5.2.1.9 the Buyer’s Representative Agreement duly executed by, or on behalf of, Scorpio Ship Management ▇▇▇ and the Company; 5.2.1.10 the Data Room CD-Rom; and 5.2.1.11 such other documents (if any) as may reasonably be required to give the Transferee legal and beneficial ownership evidence of the Sale title of the transferor to the Shares as contemplated herein and his or its capacity to enable sell or transfer such Shares provided that any such requirement shall have been notified to the Transferee Seller in writing not later than 3 days prior to become Completion; (c) definitive certificates for the whole of the issued share capital of each group company (other than the Company) together with transfers duly executed by the registered holders thereofthereof in favour of the Buyer (or as it may direct) of any shares in any group company which are not registered in the name of another group company; (d) written resignations of such directors of each group company as the Buyer may request from their respective offices and from any other offices or employments in or with each group company; (e) the written resignation (in duplicate) of the auditors of each group company (to take effect from Completion) together with a statement complying with section 394(1) Companies ▇▇▇ ▇▇▇▇ and an acknowledgement that they have no claims against the relevant group company, whether in respect of fees or otherwise; (f) releases in agreed form executed as a deed by the directors referred to in sub-clause (d) above of each group company, releasing each group company from all claims whether by way of compensation, remuneration, redundancy payments, pension rights or otherwise, except only for accrued remuneration and reimbursable business expenses (if any) up to Completion; (g) the Tax Deed; (h) the seal, certificate of incorporation and statutory books, duly written up to date, of each group company; (i) statements from each of the banks at which each group company maintains accounts of the amounts standing to the debit or credit of such accounts at the close of business on the date falling two business days prior to Completion; (j) all cheque books and bank mandates of each group company and all charge, credit or cash cards issued in the name of the Company (if any); (k) an irrevocable power of attorney in such form as the Buyer may reasonably require executed by each registered holder of Shares in favour of the Buyer appointing the Buyer to be his lawful attorney for the purpose of receiving notices of and attending and voting at all meetings of the members of the Company in respect of the Shares to be transferred by such holder hereunder from the date of Completion to the day on which the Buyer or its nominee is entered in the register of members of the Company as the holder of such Shares and an irrevocable authority (in such form as the Buyer may reasonably require) authorising: (i) the Company to send any notices in respect of such Shares to the Buyer during such period; (ii) the Buyer to complete in such manner as it thinks fit and to return proxy cards, consents to short notice and any other documents required to be signed by the registered holder of such Shares during such period; (l) the Call Option duly executed by the Seller; (m) the Inter-Creditor Deed duly executed by the Seller. 5.2.2 At Completion, 3.4.2 the Transferee shall:- 5.2.2.1 pay the Purchase Price to the Transferor by wire transfer for value on the Closing Date to the Transferor’s Account; 5.2.2.2 deliver to the Transferor Seller shall procure that a certified true copy of the minutes of a duly held meeting of the directors of each group company is properly convened and held and that such meeting: (a) duly appoints as additional directors such persons as the Transferee Buyer shall nominate; (b) duly appoints as auditor such person as the Buyer shall nominate; (c) in the case of the Company approves the registration of the transfers of the Shares referred to in sub-clauses 3. (a) and (c) (subject to their being duly stamped); and (d) conducts such other business as the Buyer may reasonably require; and that the chairman of each such meeting shall sign the minutes thereof in agreed form. 3.4.3 Subject to the Seller having complied in all respects with its obligations under this agreement, the Buyer shall deliver to the Seller's Solicitors: (a) the Cash Consideration by telegraphic transfer to the client account of the Seller's Solicitors; (b) definitive certificates for the Consideration Shares (representing 10% of the issued equity share capital of the Buyer immediately following Completion) to be issued to the Seller in accordance with clause 2.7.3 hereof; (c) a certificate for the Vendor Loan Notes to be issued to the Seller in accordance with clause 2.7.2 hereof, together with a certified copy of the Instrument duly executed and dated and of a resolution of the board of directors of the Buyer authorising the execution by of the Transferee of this Agreement Instrument and the other documents which it is to execute pursuant to this Agreement; andissue of the Vendor Loan Notes; 5.2.2.3 deliver to (d) a counterpart of the Transferor the New Performance Guarantee Tax Deed duly executed by the TransfereeBuyer; and (e) the Call Option duly executed by the parties thereto (other than the Seller).