At Completion. (a) the First Vendor shall deliver to the Purchaser: (i) written confirmation of the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the First Vendor; (ii) a certificate of the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the First Vendor to the extent of the Vendor Warranties which are given by the First Vendor whether severally or jointly with the other Vendors and the performance by the First Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date; (iii) a copy of the board resolutions duly passed by director(s) of the First Vendor, in form satisfactory to the Purchaser and certified true by a director of the First Vendor, evidencing the approval by the First Vendor of (1) the sale of the First Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the First Vendor; and (iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the First Sale Shares from the First Vendor to the Purchaser, (1) good and sufficient certificates for the First Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish; (b) the Second Vendor shall deliver to the Purchaser: (i) written confirmation of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Second Vendor; (ii) a certificate of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Second Vendor to the extent of the Vendor Warranties which are given by the Second Vendor whether severally or jointly with the other Vendors and the performance by the Second Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date; (iii) a copy of the board resolutions duly passed by director(s) of the Second Vendor, in form satisfactory to the Purchaser and certified true by a director of the Second Vendor, evidencing the approval by the Second Vendor of (1) the sale of the Second Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Second Vendor; and (iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Second Sale Shares from the Second Vendor to the Purchaser, (1) good and sufficient certificates for the Second Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish; (c) the Third Vendor shall deliver to the Purchaser: (i) written confirmation of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Third Vendor; (ii) a certificate of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Third Vendor to the extent of the Vendor Warranties which are given by the Third Vendor whether severally or jointly with the other Vendors and the performance by the Third Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date; (iii) a copy of the board resolutions duly passed by director(s) of the Third Vendor, in form satisfactory to the Purchaser and certified true by a director of the Third Vendor, evidencing the approval by the Third Vendor of (1) the sale of the Third Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Third Vendor; and (iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Third Sale Shares from the Third Vendor to the Purchaser, (1) good and sufficient certificates for the Third Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish; (d) the Vendors shall deliver to the Purchaser: (i) a certificate of the Vendors signed by a director of each of the Vendors, in form satisfactory to the Purchaser, certifying to the Purchaser that the Conditions set out in Clauses 4.1(f) and (g) have been satisfied with respect to the Group; (ii) a compact disk or USB drive containing an electronic copy of all material correspondence relating to their prior ownership of the Sale Shares to the extent relevant to the Purchaser as purchaser of the same, together with an numbered index to the same.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Ordinary Shares (Wang Huimin)
At Completion. (a) the First Vendor shall Seller shall:
6.2.1 deliver or cause to be delivered to the Purchaser:Buyer or the Target Companies (as applicable):
(i) written confirmation of the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the First Vendor;
(ii) a certificate of the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the First Vendor to the extent of the Vendor Warranties which are given by the First Vendor whether severally or jointly with the other Vendors and the performance by the First Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iiiA) a copy of the board minutes of meeting or resolutions duly passed by director(s) of the First Vendor, in form satisfactory to the Purchaser and certified true by a director board of directors of the First Vendor, evidencing the approval by the First Vendor of Seller (1or extracts thereof) approving the sale of the First Sale Shares and authorising the Seller to the Purchaser; enter into and (2) perform its obligations under this Agreement and any of the documents referred to in it to which it is a party;
(B) transfers of all the Sale Shares each duly executed by the Seller in favour of the Buyer or its nominee together with definitive share certificates for them each showing the name of the relevant Seller as the registered holder;
(C) evidence to the Buyer's reasonable satisfaction of fulfilment of Conditions 4.1;
(D) the written resignations of all directors and any officer of the Target Companies (other agreements than any director or secretary whom the Buyer may wish to be made pursuant thereto remain in office) executed as a deed and waiving all claims against the Target Companies in the agreed form;
(E) to the extent not in the possession of the Target Companies, all:
(1) material books of account or references of customers and suppliers and other material records and all insurance policies in respect thereof of the businesses of each of the Target Companies;
(2) licences, consents, permits and their execution authorisations obtained by or issued to each of the Target Companies;
(3) books and performance by records of each of the First VendorTarget Companies relating to the employees and directors of each of the Target Companies;
(4) cheque books, certificates of incorporation, common seals, and all statutory and minute books (which shall be written up to, but not including, the date of Completion) of each of the Target Companies together with all unused share certificates; and
(iv5) title deeds, leases, licences and documents relating to each of the extent sufficient for MPP Project Vessels and the transfer agent title of the Target Shares Companies to effect transfer each of the First Sale Shares from the First Vendor to the Purchaser, (1) good and sufficient certificates for the First Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establishMPP Project Vessels;
(b) 6.2.2 procure that the Second Vendor shall deliver to the Purchaser:
(i) written confirmation following business is transacted at meetings of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Second Vendor;
(ii) a certificate of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Second Vendor to the extent of the Vendor Warranties which are given by the Second Vendor whether severally or jointly with the other Vendors and the performance by the Second Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Second Vendor, in form satisfactory to the Purchaser and certified true by a director of the Second Vendor, evidencing the approval by the Second Vendor of (1) the sale of the Second Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Second Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Second Sale Shares from the Second Vendor to the Purchaser, (1) good and sufficient certificates for the Second Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(c) the Third Vendor shall deliver to the Purchaser:
(i) written confirmation of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Third Vendor;
(ii) a certificate of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Third Vendor to the extent of the Vendor Warranties which are given by the Third Vendor whether severally or jointly with the other Vendors and the performance by the Third Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Third Vendor, in form satisfactory to the Purchaser and certified true by a director of the Third Vendor, evidencing the approval by the Third Vendor of (1) the sale of the Third Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Third Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Third Sale Shares from the Third Vendor to the Purchaser, (1) good and sufficient certificates for the Third Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(d) the Vendors shall deliver to the Purchaser:
(i) a certificate of the Vendors signed by a director directors of each of the Vendors, in form satisfactory to the Purchaser, certifying to the Purchaser that the Conditions set out in Clauses 4.1(f) and (g) have been satisfied with respect to the Group;Target Companies:
(iiA) a compact disk or USB drive containing an electronic copy the directors of all material correspondence relating to their prior ownership each of the Target Companies shall approve the respective registration of the transfers of the Sale Shares to the extent relevant Buyer or its nominee and the entry of the transferee in the register of members of each of the Target Companies; and
(B) any person nominated by the Buyer for appointment as a director or other officers of each of the Target Companies shall be so appointed;
6.2.3 procure such waivers and consents as may be necessary to enable the Buyer to become the registered holder of all the Sale Shares;
6.2.4 novate and transfer to the Purchaser Buyer, the Shareholder’s Loans between the Seller and the Target Companies, which novation and transfer agreements shall be in the form satisfactory to the Buyer;
6.2.5 take such steps as purchaser are required to transfer the Sale Shares, including registering the transfer of the sameSale Shares pursuant to this Agreement in the share register of the Target Companies, together with an numbered index reflecting the transfer of the Sale Shares to the same.Buyer and the cancellation of the documents of title in relation to the Sale Shares, if any, issued to the Seller;
Appears in 1 contract
Sources: Sale and Purchase Agreement
At Completion. (a) 6.2.1 the First Vendor Seller shall deliver or cause to be delivered to the Purchaser:
(iA) written confirmation a deed of transfer transferring all of the First Vendor signed by a director Sale Shares in favour of the First Vendor, Purchaser duly executed by YCM (as the registered holder of the Sale Shares) together with share certificate(s) showing YCM as the registered holder;
(B) evidence that the Purchaser has been registered as the holder of the Sale Shares in form satisfactory the register of shareholders of the Company and a share certificate in the name of the Purchaser in respect of the Sale Shares;
(C) evidence to the Purchaser’s reasonable satisfaction of the fulfilment of the Conditions;
(D) written resignations of all of the Directors and Commissioners in place immediately prior to Completion;
(E) a certified copy of the minutes of general meeting of the shareholders of the Company or of a circular resolution of the shareholders of the Company:
(1) accepting the resignations referred to in the preceding paragraph and acquitting and discharging (acquit et decharge) such persons from liabilities for the carrying out of their duties to the extent those duties have been duly discharged in accordance with legal obligations;
(2) appointing 5 persons as Directors and 5 persons as Commissioners who are nominated by the Purchaser, confirming such persons to be notified by the Purchaser to the Seller no less than five Business Days prior to the date of Completion;
(3) appointing 3 person as Directors and 3 persons as Commissioners who are nominated by the Seller, such persons to be notified by the Seller to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect no less than five Business Days prior to the First VendorCompletion;
(ii4) making such amendments as necessary so that the New Articles are the articles of association of the Company.
(F) any power of attorney or other authority under which this Agreement or any document referred to in it is executed by the Seller;
(G) evidence of the satisfaction or waiver of any restrictions on transfer (including pre-emption rights) which may exist in relation to the Sale Shares, under the articles of association of the Company or otherwise;
(H) the Shareholders Agreement duly signed by each of Asia Mobile, ATT and the Company;
(I) a certificate from each of the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, Sellers certifying to the Purchaser that the Condition set out Warranties are true and accurate in Clause 4.1(e) has been satisfied with respect to the First Vendor to the extent of the Vendor Warranties which are given by the First Vendor whether severally or jointly with the other Vendors and the performance by the First Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Datematerial respects as at Completion;
(iiiJ) a copy certified copies of any necessary board or shareholder approvals needed for the board resolutions duly passed by director(s) entering into of the First Vendor, in form satisfactory to the Purchaser and certified true by a director of the First Vendor, evidencing the approval by the First Vendor of (1) the sale of the First Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the First Vendor; and
(iv) to the extent sufficient for the transfer agent consummation of the Target Shares to effect transfer transactions contemplated herein by each of YCM, Asia Mobile and ATT.
6.2.2 the First Sale Shares from the First Vendor to the Purchaser, (1) good and sufficient certificates for the First Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(b) the Second Vendor Purchaser shall deliver to the PurchaserSeller:
(iA) written confirmation evidence that it has irrevocably instructed its bank to pay by electronic transfer in immediately available funds for same day value to the account of the Second Vendor signed by a director of the Second VendorSeller, in form satisfactory such account to the Purchaser, confirming be notified to the Purchaser that by the Condition set out in Clause 4.1(a) has been satisfied with respect Seller not less than five Business Days prior to the Second Vendordate of Completion, the amount referred to clause 4, such evidence to be by way of SWIFT MT103 (or comparable form) payment confirmation (and receipt of such amount in cleared funds in the nominated account before 2p.m. on the Business Day following Completion shall constitute valid discharge of the Purchaser’s obligations under Clause 4) ;
(iiB) a certificate of the Second Vendor Shareholders Agreement duly signed by a director of the Second Vendor, in form satisfactory to Purchaser (or the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Second Vendor to the extent of the Vendor Warranties which are given by the Second Vendor whether severally or jointly with the other Vendors and the performance by the Second Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date’s assignee);
(iiiC) a copy certified extract of any necessary board, managing director or shareholder approvals needed for the board resolutions duly passed by director(s) entering into of the Second Vendor, in form satisfactory to the Purchaser and certified true by a director of the Second Vendor, evidencing the approval by the Second Vendor of (1) the sale of the Second Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance consummation of the transactions contemplated herein by the Second Vendor; and
Purchaser (iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Second Sale Shares from the Second Vendor to and the Purchaser, (1) good and sufficient certificates for the Second Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures ’s assignee as the transfer agent requires; (3) any transfer stamps that case may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(c) the Third Vendor shall deliver to the Purchaser:
(i) written confirmation of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Third Vendor;
(ii) a certificate of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Third Vendor to the extent of the Vendor Warranties which are given by the Third Vendor whether severally or jointly with the other Vendors and the performance by the Third Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Third Vendor, in form satisfactory to the Purchaser and certified true by a director of the Third Vendor, evidencing the approval by the Third Vendor of (1) the sale of the Third Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Third Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Third Sale Shares from the Third Vendor to the Purchaser, (1) good and sufficient certificates for the Third Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practicebe); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(d) the Vendors shall deliver to the Purchaser:
(i) a certificate of the Vendors signed by a director of each of the Vendors, in form satisfactory to the Purchaser, certifying to the Purchaser that the Conditions set out in Clauses 4.1(f) and (g) have been satisfied with respect to the Group;
(ii) a compact disk or USB drive containing an electronic copy of all material correspondence relating to their prior ownership of the Sale Shares to the extent relevant to the Purchaser as purchaser of the same, together with an numbered index to the same.
Appears in 1 contract
Sources: Share Purchase Agreement (Hutchison Telecommunications International LTD)
At Completion. 3.4.1 The Seller shall deliver to (or make available to the satisfaction of) the Buyer:
(a) definitive certificates for the First Vendor shall deliver Shares together with transfers thereof duly executed by the registered holders thereof in favour of the Buyer (or as it may direct);
(b) such consents or documents (if any) as may reasonably be required to give evidence of the title of the transferor to the PurchaserShares and his or its capacity to sell or transfer such Shares provided that any such requirement shall have been notified to the Seller in writing not later than 3 days prior to 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 thereof 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) written confirmation the Company to send any notices in respect of the First Vendor signed by a director of the First Vendor, in form satisfactory such Shares to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the First VendorBuyer during such period;
(ii) a certificate of the First Vendor signed by a director of the First VendorBuyer to complete in such manner as it thinks fit and to return proxy cards, in form satisfactory consents to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the First Vendor to the extent of the Vendor Warranties which are given by the First Vendor whether severally or jointly with the short notice and any other Vendors and the performance by the First Vendor of all covenants and agreements documents required to be performed signed by it under this Agreement on or prior to the Completion Dateregistered holder of such Shares during such period;
(iiil) the Call Option duly executed by the Seller;
(m) the Inter-Creditor Deed duly executed by the Seller.
3.4.2 the Seller shall procure that a copy meeting of the board resolutions duly passed by director(s) directors of the First Vendor, in form satisfactory to the Purchaser each group company is properly convened and certified true by a director of the First Vendor, evidencing the approval by the First Vendor of (1) the sale of the First Sale Shares to the Purchaser; held and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the First Vendor; andthat such meeting:
(iva) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the First Sale Shares from the First Vendor to the Purchaser, (1) good and sufficient certificates for the First Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) appoints as additional directors such proof of identity and genuineness of signatures persons as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establishBuyer shall nominate;
(b) the Second Vendor shall deliver to the Purchaser:
(i) written confirmation of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Second Vendor;
(ii) a certificate of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Second Vendor to the extent of the Vendor Warranties which are given by the Second Vendor whether severally or jointly with the other Vendors and the performance by the Second Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Second Vendor, in form satisfactory to the Purchaser and certified true by a director of the Second Vendor, evidencing the approval by the Second Vendor of (1) the sale of the Second Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Second Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Second Sale Shares from the Second Vendor to the Purchaser, (1) good and sufficient certificates for the Second Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) appoints as auditor such proof of identity and genuineness of signatures person as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establishBuyer shall nominate;
(c) in the Third Vendor 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 PurchaserSeller's Solicitors:
(ia) written confirmation the Cash Consideration by telegraphic transfer to the client account of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Third VendorSeller's Solicitors;
(iib) 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 Third Vendor signed by Instrument duly executed and dated and of a director resolution of the Third Vendor, in form satisfactory to board of directors of the Purchaser, certifying to Buyer authorising the Purchaser that execution of the Condition set out in Clause 4.1(e) has been satisfied with respect to Instrument and the Third Vendor to the extent issue of the Vendor Warranties which are given by the Third Vendor whether severally or jointly with the other Vendors and the performance by the Third Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Third Vendor, in form satisfactory to the Purchaser and certified true by a director of the Third Vendor, evidencing the approval by the Third Vendor of (1) the sale of the Third Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Third Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Third Sale Shares from the Third Vendor to the Purchaser, (1) good and sufficient certificates for the Third Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establishLoan Notes;
(d) a counterpart of the Vendors shall deliver to Tax Deed duly executed by the Purchaser:Buyer; and
(ie) a certificate of the Vendors signed Call Option duly executed by a director of each of the Vendors, in form satisfactory to parties thereto (other than the Purchaser, certifying to the Purchaser that the Conditions set out in Clauses 4.1(f) and (g) have been satisfied with respect to the Group;
(ii) a compact disk or USB drive containing an electronic copy of all material correspondence relating to their prior ownership of the Sale Shares to the extent relevant to the Purchaser as purchaser of the same, together with an numbered index to the sameSeller).
Appears in 1 contract
Sources: Agreement for the Sale of the Whole of the Issued Share Capital (Tridex Corp)
At Completion. (a) the First Vendor Vendors shall deliver deliver, or cause to be delivered, the following documents to the Purchaser:
(i) written confirmation of the First Vendor signed by a director of original share certificate(s) relating to all the First Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the First VendorSale Shares;
(ii) a certificate duly executed original share transfer form(s) in respect of the First Vendor signed by a director Sale Shares in favour of the First Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the First Vendor to the extent of the Vendor Warranties which are given by the First Vendor whether severally or jointly with the other Vendors and the performance by the First Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy letters of resignation dated as of the board resolutions date of Completion, of all directors of OGM, OOM and OCM nominated or appointed by the Vendors from their positions as directors substantially in the form annexed hereto in Schedule 1;
(iv) the Letter of Comfort and Undertaking duly passed executed by director(sthe authorised representative of The Dow Chemical Company; and
(v) the Letter of Undertaking duly executed by the authorised representatives of the First VendorVendors, in form satisfactory The Dow Chemical Company and Global Industrial Corporation.
(b) subject to the Purchaser’s receipt of all the documents listed in Clause 5.01(a) above, the Purchaser and certified true by shall:
(i) pay the Initial Consideration to the Vendors in accordance with Clause 3; and
(ii) deliver to the Vendors a director counterpart of the First Vendor, evidencing Letter of Undertaking and each of the approval Agreements for Termination of Operational Agreements duly executed by the First Vendor Purchaser (where it is a party).
5.02 The Purchaser shall, within twenty one (21) days after the date of Completion, procure the board of directors of each of OGM, OOM and OCM to resolve to approve:
(1a) the sale transfer of the First Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the First Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the First Sale Shares from the First Vendor to the Purchaser, (1) good and sufficient certificates for the First Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(b) the Second Vendor acceptance of the resignations of the directors whose resignation letters have been delivered in accordance with Clause 5.01(a)(iii); and
(c) the execution of the Agreements for Termination of Operational Agreements, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking and the transactions contemplated thereunder.
5.03 The Purchaser shall forthwith, and in any event no later than thirty (30) days, following the date of Completion, deliver to the PurchaserVendors a counterpart of each of the Agreements for Termination of Operational Agreements, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking duly executed by OGM, OOM and OCM (as the case may be).
5.04 Following Completion, the parties agree that if the Completion Net Financial Position of OGM, OOM or OCM (as determined in accordance with Schedule 2) is different from the Benchmark Net Financial Position (as the term is defined in Schedule 2) of OGM, OOM and/or OCM (as stipulated in Schedule 2) respectively, then following Completion, Consideration 1, Consideration 2 and/or Consideration 3 shall be adjusted in accordance with the provisions of Schedule 2.
5.05 With effect from the date of Completion:
(a) subject to Clause 5.05(b) and Clause 5.05(c), the Vendors and the Purchaser discharge and release each other (and their respective legal successors, shareholders, related corporations, employees, officers and directors) from the rights and obligations under the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement, and waive all claims that it has or may have against the other party (and/or its legal successors, shareholders, related corporations, employees, officers and/or directors) under or arising from the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement;
(b) the OCM Shareholders' Agreement and the OGM Shareholders' Agreement shall be terminated but such termination shall be without prejudice to:
(i) written confirmation the survival of the Second Vendor signed by a director Articles 7.9 and 31 (Indemnification), Articles 22 (Confidentiality), Article 23.1 (Patents), Articles 24.3 (Termination of the Second VendorAncillary Agreements), in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(aArticle 27 (Arbitration) has been satisfied with respect to the Second Vendorand Article 28 (Governing Law);
(ii) a certificate the survival of the Second Vendor signed by a director Articles 12.4 (Location of the Second Vendor, in form satisfactory and Access to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(eBooks/Records) has been satisfied with respect to the Second Vendor and 12.8 (Other Financial Reports) only to the extent of the Vendor Warranties which are given by the Second Vendor whether severally or jointly with the other Vendors that they relate to books, records, documents, information and the performance by the Second Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior reports relating to the period up to Completion Date;and are necessary for the Vendors to have access to for purposes of its reporting and regulatory requirements; and
(iii) a copy of the board resolutions duly passed by director(srights (if any) of the Second Vendor, in form satisfactory to (A) Vendor 2 and/or the Purchaser and certified true by a director the consequent liability of any other party arising from any breach of the Second Vendor, evidencing OCM Shareholders’ Agreement prior to the approval by the Second Vendor of (1) the sale termination of the Second Sale Shares to the PurchaserOCM Shareholders’ Agreement; and (2B) this Agreement Vendor 1 and/or the Purchaser and the consequent liability of any other party arising from any breach of the OGM Shareholders’ Agreement prior to the termination of the OGM Shareholders’ Agreement, all of which shall survive termination of the shareholders’ agreements and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(b)(i), Clause 5.05(b)(ii) and Clause 5.05(b)(iii) or waives any claims that it may have against any other party related to be made pursuant thereto or in respect thereof and their execution and performance by the Second Vendorsuch obligations; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Second Sale Shares from the Second Vendor to the Purchaser, (1) good and sufficient certificates for the Second Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(c) the Third OOM Shareholders' Agreement shall terminate as between the Purchaser and Vendor 2 but such termination shall deliver to the Purchaserbe without prejudice to:
(i) written confirmation the survival of the Third Vendor signed by a director Articles 7.9 and 31 (Indemnification), Article 22 (Confidentiality), Article 23.1 (Patents), Article 24.3 (Termination of the Third VendorAncillary Agreements), in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(aArticle 27 (Arbitration) has been satisfied with respect to the Third Vendorand Article 28 (Governing Law);
(ii) a certificate the survival of the Third Vendor signed by a director Articles 12.4 (Location of the Third Vendor, in form satisfactory and Access to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(eBooks/Records) has been satisfied with respect to the Third Vendor and 12.8 (Other Financial Reports) only to the extent of that they relate to books, records, documents, information and reports relating to the period up to Completion and are necessary for the Vendor Warranties which are given by the Third Vendor whether severally or jointly with the other Vendors 2 to have access to for purposes of its reporting and the performance by the Third Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;regulatory requirements; and
(iii) a copy unless otherwise agreed in writing between any of the board resolutions duly passed by director(sparties to the OOM Shareholders’ Agreement to bind only the parties to such agreement in writing, the rights (if any) of any party to the Third VendorOOM Shareholders’ Agreement and the consequent liability of the relevant party arising from any breach of the OOM Shareholders’ Agreement prior to the termination of the OOM Shareholders’ Agreement, all of which shall survive such termination of the shareholders’ agreement and no party discharges the other party from its liabilities and obligations stipulated in form satisfactory Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii) or waives any claims that it may have against any other party related to such obligations. Subject to the survival and retention of its rights and obligations under Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii), Vendor 2 shall, upon termination of the OOM Shareholders’ Agreement, cease to have any further rights or obligations under the said agreement and all such other rights that Vendor 2 may otherwise have thereunder shall to the fullest extent practicable be vested in the Purchaser with effect from Completion. For the avoidance of doubt, the provisions of this Clause 5.05(c) shall be binding only as between the Purchaser and certified true by a director of Vendor 2 and shall not in any way be construed as an obligation on the Third Vendor, evidencing the approval by the Third Purchaser or Vendor of (1) the sale of the Third Sale Shares 2 to the Purchaser; and (2) this Agreement and any other agreements to cause such provisions be made pursuant thereto or in respect thereof binding as between Vendor 2 and their execution and performance by the Third Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Third Sale Shares from the Third Vendor to the Purchaser, (1) good and sufficient certificates for the Third Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(d) the Vendors shall deliver to the Purchaser:
(i) a certificate of the Vendors signed by a director of each of the Vendors, in form satisfactory to the Purchaser, certifying to the Purchaser that the Conditions set out in Clauses 4.1(f) and (g) have been satisfied with respect to the Group;
(ii) a compact disk or USB drive containing an electronic copy of all material correspondence relating to their prior ownership of the Sale Shares to the extent relevant to the Purchaser as purchaser of the same, together with an numbered index to the sameSasol.
Appears in 1 contract
Sources: Agreement for the Sale & Purchase of Shares (Union Carbide Corp /New/)
At Completion. 5.3.1 the Vendor and the Vendor Guarantor shall deliver to the Company (awith certified copies to the 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 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 of the Company and of each subsidiary of the Company of which they are respectively directors, confirming, in each case, that they have no claims against the Company or the relevant subsidiary (as the case may be), whether by way of compensation for loss of office or otherwise howsoever; and
5.3.2 the Vendor shall procure that a board meeting of the Company is held at which resolutions shall be passed approving:-
5.3.2.1 the resignations of the Resigning Directors, as directors of the Company referred to in Clause 5.3.1; and
5.3.2.2 the appointment with effect from the date of 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 the Purchaser shall nominate as directors of the Company; and the Vendor shall deliver to the Purchaser:
(i) written confirmation Purchaser certified copies of the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the First Vendor;
(ii) a certificate of the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the First Vendor to the extent of the Vendor Warranties which are given by the First Vendor whether severally or jointly with the other Vendors and the performance by the First Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy minutes of the board resolutions duly passed by director(s) of the First Vendor, in form satisfactory to the Purchaser and certified true by a director of the First Vendor, evidencing the approval by the First Vendor of (1) the sale of the First Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the First Vendormeeting containing those resolutions; and
(iv) to 5.3.3 the extent sufficient for the transfer agent Vendor shall procure that a board meeting of each key subsidiary of the Target Shares to effect transfer Company nominated by the Purchaser is held at which resolutions shall be passed approving:
5.3.3.1 the resignations of the First Sale Shares Resigning Directors, as directors of such key subsidiary; and
5.3.3.2 the appointment with effect from the First Vendor to date of the Purchaserposting of the Offer Document (or such earlier date specified by the Purchaser which the Executive has consented to), (1) good but otherwise on an unconditional and sufficient certificates for the First Sale Shares properly endorsed or otherwise in proper form for transferirrevocable basis, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) of such proof of identity and genuineness of signatures persons as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production Purchaser shall nominate as directors of evidence of compliance with such reasonable regulations as the transfer agent key subsidiary. and the Target may establish;
(b) the Second Vendor shall deliver to the Purchaser:
(i) written confirmation Purchaser certified copies of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Second Vendor;
(ii) a certificate of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Second Vendor to the extent of the Vendor Warranties which are given by the Second Vendor whether severally or jointly with the other Vendors and the performance by the Second Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy minutes of the board resolutions duly passed by director(s) of the Second Vendor, in form satisfactory to the Purchaser and certified true by a director of the Second Vendor, evidencing the approval by the Second Vendor of (1) the sale of the Second Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Second Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Second Sale Shares from the Second Vendor to the Purchaser, (1) good and sufficient certificates for the Second Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(c) the Third Vendor shall deliver to the Purchaser:
(i) written confirmation of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Third Vendor;
(ii) a certificate of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Third Vendor to the extent of the Vendor Warranties which are given by the Third Vendor whether severally or jointly with the other Vendors and the performance by the Third Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Third Vendor, in form satisfactory to the Purchaser and certified true by a director of the Third Vendor, evidencing the approval by the Third Vendor of (1) the sale of the Third Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Third Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Third Sale Shares from the Third Vendor to the Purchaser, (1) good and sufficient certificates for the Third Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(d) the Vendors shall deliver to the Purchaser:
(i) a certificate of the Vendors signed by a director meetings of each of the Vendors, in form satisfactory to the Purchaser, certifying to the Purchaser that the Conditions set out in Clauses 4.1(f) and (g) have been satisfied with respect to the Group;
(ii) a compact disk or USB drive such key subsidiary containing an electronic copy of all material correspondence relating to their prior ownership of the Sale Shares to the extent relevant to the Purchaser as purchaser of the same, together with an numbered index to the samethose resolutions.
Appears in 1 contract
At Completion. (a) the First Vendor Seller shall deliver or procure the delivery to the PurchaserBuyer or the Buyer's Solicitors of the following:
4.3.1 duly executed transfer(s) of the Shares to the Buyer or the Buyer's nominee(s) and the relevant share certificate(s) (ior an indemnity in the agreed form);
4.3.2 the certificate of incorporation (including any certificate on change of name), of each Group Company, each register minute and other book required to be kept by such Group Company pursuant to the Companies Act, complete up to (but not including) written confirmation Completion, and the common seal (if any) of each Group Company;
4.3.3 share certificates for all issued shares in the capital of the Subsidiaries (or an indemnity in the agreed form);
4.3.4 a copy of a release in the agreed form from First Union of the First Vendor signed by a director Group Companies from all liabilities under the First Union Credit Agreement and of all or any charges over the Shares granted to First Union pursuant to the terms of the First VendorUnion Credit Agreement, such release being conditional only upon the receipt by First Union (with value as of the Completion Date) of funds sufficient to satisfy the indebtedness outstanding under the First Union Credit Agreement;
4.3.5 evidence that, apart from the Seller Receivable, debts and accounts between, on the one hand, each of the Group Companies and, on the other, any other member of the Sellers' Group have either been fully paid and settled or waived and that there are no outstanding agreements or arrangements under which any of the Group Companies have or would have any obligation to any other member of the Seller's Group;
4.3.6 resignation letters in the agreed form satisfactory signed by each director and the secretary of each of the Group Companies (other than Ian Thornley) acknowledging that each has no claim against the ▇elevant Group Company in respect of breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever;
4.3.7 a copy of a letter of resignation in the agreed form from the auditors of each of the Group Companies containing a statement pursuant to section 394(1) of the Companies Act that there are no circumstances connected with their ceasing to hold office which they consider should be brought to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the First Vendorattention of any members or creditors;
(ii) 4.3.8 a certificate legal opinion of King & Spalding in the agreed form in respect of the First Vendor signed by a director capacity of the First VendorGuarantor to enter into this Agreement, in form satisfactory to the Purchaser, certifying to Tax Deed and the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the First Vendor to the extent Bourne End Agreement;
4.3.9 a counterpart of the Vendor Warranties which are given Tax Deed duly executed by the First Vendor whether severally or jointly with Seller and the other Vendors Guarantor;
4.3.10 a copy of an extract from the board minutes of a meeting of the Guarantor's board of directors authorising the execution by each person executing a document on the Guarantor's behalf, and the performance by the First Vendor Guarantor of all covenants this Agreement;
4.3.11 the Bourne End Agreement duly executed by the Seller, the Guarantor and agreements required to be performed by it under this Agreement on Right4Staff;
4.3.12 insofar as they are not in the possession of or prior being held to the Completion Date;
(iii) order of a copy Group Company or have otherwise been disclosed in the Disclosure Letter as being missing or otherwise unavailable, the documents of the board resolutions duly passed by director(s) of the First Vendor, in form satisfactory title to the Purchaser and certified true by a director of the First Vendor, evidencing the approval by the First Vendor of (1) the sale of the First Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the First VendorProperties; and
(iv) to 4.3.13 the extent sufficient for the transfer agent of the Target Shares to effect transfer of the First Sale Shares from the First Vendor to the Purchaser, (1) good and sufficient certificates for the First Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by Escrow Agreement duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(b) the Second Vendor shall deliver to the Purchaser:
(i) written confirmation of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Second Vendor;
(ii) a certificate of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Second Vendor to the extent of the Vendor Warranties which are given by the Second Vendor whether severally or jointly with the other Vendors and the performance by the Second Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Second Vendor, in form satisfactory to the Purchaser and certified true by a director of the Second Vendor, evidencing the approval by the Second Vendor of (1) the sale of the Second Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Second Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Second Sale Shares from the Second Vendor to the Purchaser, (1) good and sufficient certificates for the Second Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(c) the Third Vendor shall deliver to the Purchaser:
(i) written confirmation of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Third Vendor;
(ii) a certificate of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Third Vendor to the extent of the Vendor Warranties which are given by the Third Vendor whether severally or jointly with the other Vendors and the performance by the Third Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Third Vendor, in form satisfactory to the Purchaser and certified true by a director of the Third Vendor, evidencing the approval by the Third Vendor of (1) the sale of the Third Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Third Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Third Sale Shares from the Third Vendor to the Purchaser, (1) good and sufficient certificates for the Third Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(d) the Vendors shall deliver to the Purchaser:
(i) a certificate of the Vendors signed by a director of each of the Vendors, in form satisfactory to the Purchaser, certifying to the Purchaser that the Conditions set out in Clauses 4.1(f) and (g) have been satisfied with respect to the Group;
(ii) a compact disk or USB drive containing an electronic copy of all material correspondence relating to their prior ownership of the Sale Shares to the extent relevant to the Purchaser as purchaser of the same, together with an numbered index to the sameSeller.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Shares (Ahl Services Inc)
At Completion. (a) Seller A will deliver (or cause to be delivered) to the First Vendor shall deliver Purchaser (or make available to the Purchaser:):
(i) written confirmation of the First Vendor signed Supplemental Disclosure Letter, duly executed by a director of the First Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the First VendorSeller A;
(ii) a certificate share transfer forms in respect of the First Vendor signed Company A Shares duly executed by a director Seller A in favour of the First Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the First Vendor to the extent of the Vendor Warranties which are given by the First Vendor whether severally or jointly together with the other Vendors and share certificate(s) for the performance by the First Vendor of all covenants and agreements required Company A Shares or an indemnity in a form to be performed by it under this Agreement on or prior to agreed in the Completion Datecase of any missing share certificate(s);
(iii) a copy an irrevocable power of attorney in the agreed form duly executed by Seller A in favour of the Purchaser to enable the Purchaser to exercise all rights attaching to the Company A Shares held by Seller A until the Purchaser becomes the registered holder of them;
(iv) written resignation letters in the agreed form from the Resigning Directors as directors of each Group Company, provided that each such resignation shall be effective and conditional upon Completion have taken place;
(v) copies of board resolutions duly passed by director(sof each Group Company approving:
(A) in relation to Company A only, the transfer of the First VendorCompany A Shares being approved for registration (subject only to being duly stamped);
(B) where relevant, in form satisfactory to the Purchaser and certified true by a director resignations of the First Vendor, evidencing the approval by the First Vendor of (1) the sale of the First Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the First Vendoreach Resigning Director being accepted with effect from Completion; and
(ivC) where relevant, such persons as the Purchaser nominates are appointed as directors with effect from Completion;
(vi) the ICWG Deed of Assignment, duly executed by ICWG and the relevant Group Company;
(vii) the Seller A IP Deed of Assignment, duly executed by Seller A and Company A;
(viii) the Rose Holdco IP Deed of Assignment, duly executed by ▇▇▇▇ ▇▇▇▇▇▇ Limited and Company A;
(ix) evidence in writing to the extent sufficient for the transfer agent Purchaser confirming that completion of the Target Shares Separation and the Intercompany Balance Rationalisation has occurred and that all steps set out in any separation paper (including the Separation Paper) relating to effect transfer such Separation and Intercompany Balance Rationalisation has occurred together with copies of the First Sale Shares transaction documents relating thereto;
(x) a counterpart of any data sharing agreement in a form to be agreed between the relevant Seller Group Company and the relevant Group Company as referred to in the definition of Separation, duly executed by the relevant Seller Group Company and relevant Group Company;
(xi) signed reliance letters from each of (i) the First Vendor Sellers’ Solicitors in relation to the Legal Fact Book; (ii) ▇▇▇▇▇ & ▇▇▇▇▇ LLP in respect of the Tax VDD Report; and the Financial VDD Report; and (iii) Environmental Resources Management Limited in respect of the environmental due diligence report dated 7 October 2025, in each case in favour of the Purchaser and the Purchaser Financing Provider(s) in the agreed form; and
(b) Seller A will make available to the Purchaser, (1) good and sufficient certificates for the First Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(b) the Second Vendor shall deliver to the Purchaser:
(i) written confirmation of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Second Vendor;
(ii) a certificate of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Second Vendor to the extent held not at the relevant offices of each Group Company or otherwise under the control or direction of the Vendor Warranties which are given by relevant Group Company, the Second Vendor whether severally statutory books or jointly with the other Vendors and the performance by the Second Vendor of all covenants and agreements required to be performed by it under this Agreement on records (or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(sequivalent) of the Second Vendor, in form satisfactory to the Purchaser and certified true by a director of the Second Vendor, evidencing the approval by the Second Vendor of (1) the sale of the Second Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Second Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Second Sale Shares from the Second Vendor to the Purchaser, (1) good and sufficient certificates for the Second Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(c) the Third Vendor shall deliver to the Purchaser:
(i) written confirmation of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Third Vendor;
(ii) a certificate of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Third Vendor to the extent of the Vendor Warranties which are given by the Third Vendor whether severally or jointly with the other Vendors and the performance by the Third Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Third Vendor, in form satisfactory to the Purchaser and certified true by a director of the Third Vendor, evidencing the approval by the Third Vendor of (1) the sale of the Third Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Third Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Third Sale Shares from the Third Vendor to the Purchaser, (1) good and sufficient certificates for the Third Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(d) the Vendors shall deliver to the Purchaser:
(i) a certificate of the Vendors signed by a director of each of the Vendors, in form satisfactory to the Purchaser, certifying to the Purchaser that the Conditions set out in Clauses 4.1(f) and (g) have been satisfied with respect to the Group;
(ii) a compact disk or USB drive containing an electronic copy of all material correspondence relating to their prior ownership of the Sale Shares to the extent relevant to the Purchaser as purchaser of the same, together with an numbered index to the sameGroup Company.
Appears in 1 contract
Sources: Share Purchase Agreement (Driven Brands Holdings Inc.)
At Completion. 5.3.1 the Vendor and the Vendor Guarantor shall deliver to the Company (awith certified copies to the 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 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 of the Company and of each subsidiary of the Company of which they are respectively directors, confirming, in each case, that they have no claims against the Company or the relevant subsidiary (as the case may be), whether by way of compensation for loss of office or otherwise howsoever; and
5.3.2 the Vendor shall use all reasonable endeavours to procure that a board meeting of the Company is held at which resolutions shall be passed approving:-
5.3.2.1 the resignations of the Resigning Directors, as directors of the Company referred to in Clause 5.3.1; and
5.3.2.2 the appointment with effect from the date of 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 the Purchaser shall nominate as directors of the Company;
5.3.3 the Vendor shall use all reasonable endeavours to procure that a board meeting of each key subsidiary of the Company nominated by the Purchaser is held at which resolutions shall be passed approving:
5.3.3.1 the resignations of the Resigning Directors, as directors of such key subsidiary; and
5.3.3.2 the appointment with effect from the date of the 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 the Purchaser shall nominate as directors of such key subsidiary. and the Vendor shall deliver to the Purchaser:
(i) written confirmation Purchaser certified copies of the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the First Vendor;
(ii) a certificate of the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the First Vendor to the extent of the Vendor Warranties which are given by the First Vendor whether severally or jointly with the other Vendors and the performance by the First Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy minutes of the board resolutions duly passed by director(s) of the First Vendor, in form satisfactory to the Purchaser and certified true by a director of the First Vendor, evidencing the approval by the First Vendor of (1) the sale of the First Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the First Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the First Sale Shares from the First Vendor to the Purchaser, (1) good and sufficient certificates for the First Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(b) the Second Vendor shall deliver to the Purchaser:
(i) written confirmation of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Second Vendor;
(ii) a certificate of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Second Vendor to the extent of the Vendor Warranties which are given by the Second Vendor whether severally or jointly with the other Vendors and the performance by the Second Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Second Vendor, in form satisfactory to the Purchaser and certified true by a director of the Second Vendor, evidencing the approval by the Second Vendor of (1) the sale of the Second Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Second Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Second Sale Shares from the Second Vendor to the Purchaser, (1) good and sufficient certificates for the Second Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(c) the Third Vendor shall deliver to the Purchaser:
(i) written confirmation of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Third Vendor;
(ii) a certificate of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Third Vendor to the extent of the Vendor Warranties which are given by the Third Vendor whether severally or jointly with the other Vendors and the performance by the Third Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Third Vendor, in form satisfactory to the Purchaser and certified true by a director of the Third Vendor, evidencing the approval by the Third Vendor of (1) the sale of the Third Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Third Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Third Sale Shares from the Third Vendor to the Purchaser, (1) good and sufficient certificates for the Third Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(d) the Vendors shall deliver to the Purchaser:
(i) a certificate of the Vendors signed by a director meetings of each of the Vendors, in form satisfactory to the Purchaser, certifying to the Purchaser that the Conditions set out in Clauses 4.1(f) and (g) have been satisfied with respect to the Group;
(ii) a compact disk or USB drive such key subsidiary containing an electronic copy of all material correspondence relating to their prior ownership of the Sale Shares to the extent relevant to the Purchaser as purchaser of the same, together with an numbered index to the samethose resolutions.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Shares (Usi Holdings LTD)
At Completion. (a) 5.2.1 the First Vendor Seller shall deliver or cause to be delivered to the Purchaser:
(ia) written confirmation a declaration duly signed on behalf of the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser Seller that the Condition set out share certificates in Clause 4.1(a) has respect of all the Sale Shares, which are kept in bank deposit in accordance with the PanTel Loan Facility, have been satisfied provided with respect to the First Vendora blank endorsement;
(iib) a certificate declaration duly signed on behalf of the First Vendor signed Seller and with the acknowledgement of receipt by a director the bank holding the Sale Shares stating that the Purchaser will acquire title to the Sale Shares with effect of the First Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the First Vendor to the extent payment of the Vendor Warranties which are given by the First Vendor whether severally or jointly with the other Vendors and the performance by the First Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion DateConsideration;
(iiic) a copy written notice in the form required by Act CXLIV of 1997 on Business Associations to the Board of Directors of the board resolutions duly passed by director(s) Company in respect of the First Vendor, in form satisfactory to the Purchaser and certified true by a director of the First Vendor, evidencing the approval by the First Vendor of (1) the sale of the First Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the First Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the First Sale Shares from the First Vendor to the Purchaser, (1) good and sufficient certificates for the First Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(b) the Second Vendor shall deliver to the Purchaser:
(i) written confirmation of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Second Vendor;
(ii) a certificate of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Second Vendor to the extent of the Vendor Warranties which are given by the Second Vendor whether severally or jointly with the other Vendors and the performance by the Second Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Second Vendor, in form satisfactory to the Purchaser and certified true by a director of the Second Vendor, evidencing the approval by the Second Vendor of (1) the sale of the Second Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Second Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Second Sale Shares from the Second Vendor to the Purchaser, (1) good and sufficient certificates for the Second Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(c) the Third Vendor shall deliver to the Purchaser:
(i) written confirmation of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Third Vendor;
(ii) a certificate of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Third Vendor to the extent of the Vendor Warranties which are given by the Third Vendor whether severally or jointly with the other Vendors and the performance by the Third Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Third Vendor, in form satisfactory to the Purchaser and certified true by a director of the Third Vendor, evidencing the approval by the Third Vendor of (1) the sale of the Third Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Third Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Third Sale Shares from the Third Vendor to the Purchaser, (1) good and sufficient certificates for the Third Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(d) the Vendors shall deliver written undertaking in relation to the Purchaser:HTCC Common Shares referred to in Clause 3.4;
(e) written confirmation of the Seller’s consent to the termination of the Shareholders’ Agreement and that the Seller has no claims arising there from;
(f) the written declarations duly signed by the members of the Company’s Board of Directors and Supervisory Board nominated by the Seller, the Seller stating that (i) they resign from their respective positions with, in each case, effect from the date of such declaration and (ii) they have no claims (with the exception of maximum one month remuneration due from the Company as a certificate result of fulfilling such position) against the Company or the Purchaser whether for loss of office or otherwise;
(g) a declaration duly signed on behalf of the Vendors signed by a director of Seller confirming that each of the VendorsWarranties is true, in form satisfactory fulfilled, complete and accurate as at Completion; and
(h) proof of PT Invest’s good standing.
5.2.2 the Purchaser shall
(a) instruct its bankers to pay the cash part of the Consideration by bank transfer to the PurchaserSeller’s bank account, certifying the details of which shall be notified by the Seller to the Purchaser that the Conditions set out in Clauses 4.1(f) and (g) have been satisfied with respect at least 15 Business Days prior to the GroupCompletion Date and shall provide - as evidence of payment - a faxed copy of the bank’s confirmation on the said irrevocable transfer of the cash part of the Consideration;
(iib) a compact disk or USB drive containing an electronic copy of all material correspondence hand over the certificates relating to their prior ownership of the Sale theHTCC Common Shares to the extent relevant Seller; and
(c) give the Seller sight of the consent of Pansource and MÁV to the Purchaser as purchaser termination of the same, together with an numbered index to the sameShareholders’ Agreement.
Appears in 1 contract
Sources: Share Purchase Agreement (Hungarian Telephone & Cable Corp)
At Completion. (ai) each Lead Seller shall deliver to the Purchaser a duly executed transfer form in favour of the Purchaser for the Shares held by it;
(ii) the First Vendor Company shall deliver to the Purchaser, the COBO Consent;
(iii) the Company shall deliver to the Purchaser, the executed Pay-Off Letters and Encumbrance Releases, in each case to the extent required by subclause 5.10;
(iv) the Company shall deliver to the Purchaser, the Minority Seller Transfer Forms signed by or on behalf of (by an Attorney or otherwise each Minority Seller;
(v) the Company shall procure that the Warrantors deliver to the Purchaser a Completion Disclosure Letter (as defined in the Management Warranty Deed);
(vi) the Seller Representatives shall deliver to the Purchaser a letter of resignation from each of the directors who is a director immediately prior to Completion resigning as a director of the Company or a confirmation that such directors have been removed;
(vii) each Majority Seller shall deliver to the Purchaser a certificate (Majority Seller Certificate) confirming that:
(i) written confirmation no fact, matter or circumstance exists that would cause the Warranties given in respect of itself to be untrue and inaccurate when given at Completion so as to violate the First Vendor signed by a director of the First Vendor, applicable condition in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the First Vendor;subclause 4.1(b); and
(ii) a certificate of so far as it is actually aware, no fact, matter or circumstance exists that would cause the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the First Vendor to the extent of the Vendor Fundamental Business Warranties which are given by the First Vendor whether severally or jointly with the other Vendors and the performance by the First Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior untrue and inaccurate when given at Completion so as to violate the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the First Vendor, applicable condition in form satisfactory to the Purchaser and certified true by a director of the First Vendor, evidencing the approval by the First Vendor of (1) the sale of the First Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the First Vendorsubclause 4.1(b); and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the First Sale Shares from the First Vendor to the Purchaser, (1) good and sufficient certificates for the First Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5viii) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(b) the Second Vendor Company shall deliver to the PurchaserPurchaser a certificate (the Completion Certificate), confirming that:
(i) written confirmation of no Material Adverse Change on the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) Target Group has been satisfied with respect to the Second Vendor;occurred and is continuing; and
(ii) a certificate save as included in the MWD Disclosure Letter, there are no other facts, matters or circumstances that would cause any of the Second Vendor signed by a director of Business Warranties or the Second Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Second Vendor to the extent of the Vendor Fundamental Business Warranties which are given by the Second Vendor whether severally or jointly with the other Vendors and the performance by the Second Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior untrue and inaccurate when given at Completion so as to violate the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Second Vendor, applicable condition in form satisfactory to the Purchaser and certified true by a director of the Second Vendor, evidencing the approval by the Second Vendor of (1) the sale of the Second Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Second Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Second Sale Shares from the Second Vendor to the Purchaser, (1) good and sufficient certificates for the Second Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practicesubclause 4.1(b); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(c) the Third Vendor shall deliver to the Purchaser:
(i) written confirmation of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Third Vendor;
(ii) a certificate of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Third Vendor to the extent of the Vendor Warranties which are given by the Third Vendor whether severally or jointly with the other Vendors and the performance by the Third Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Third Vendor, in form satisfactory to the Purchaser and certified true by a director of the Third Vendor, evidencing the approval by the Third Vendor of (1) the sale of the Third Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Third Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Third Sale Shares from the Third Vendor to the Purchaser, (1) good and sufficient certificates for the Third Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(d) the Vendors shall deliver to the Purchaser:
(i) a certificate of the Vendors signed by a director of each of the Vendors, in form satisfactory to the Purchaser, certifying to the Purchaser that the Conditions set out in Clauses 4.1(f) and (g) have been satisfied with respect to the Group;
(ii) a compact disk or USB drive containing an electronic copy of all material correspondence relating to their prior ownership of the Sale Shares to the extent relevant to the Purchaser as purchaser of the same, together with an numbered index to the same.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Helmerich & Payne, Inc.)
At Completion. (a) the First Vendor Sellers shall deliver or make available to the PurchaserBuyer:
(i) written confirmation 9.2.1 transfers of the First Vendor signed by a director Shares in favour of the First VendorBuyer or its nominee, duly executed by the Sellers or any other registered holders;
9.2.2 the share certificates representing the Shares or an indemnity in the agreed form for any missing share certificates;
9.2.3 the resignation from their respective offices of each of the directors and the secretary of the Company, in the agreed form, executed as a deed;
9.2.4 details of the amounts, in each case as at Completion, of the Shareholder Loans, the Inter-Company Debts and the Borrowings;
9.2.5 a deed of release in a form satisfactory reasonably acceptable to the Purchaser, confirming Buyer executed by Barclays Bank plc with regard to the Purchaser that the Condition set out Shares held by Travelex UK Limited and a deed of release in Clause 4.1(a) has been satisfied with respect a form reasonably acceptable to the First VendorBuyer executed by National Westminster Bank plc with regard to the Shares held by Snax 24 Corporation Limited;
(ii) a certificate of the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the First Vendor to the extent of the Vendor Warranties which are given by the First Vendor whether severally or jointly with the other Vendors and the performance by the First Vendor of 9.2.6 all covenants and agreements consents required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the First Vendor, in form satisfactory to the Purchaser and certified true by a director of the First Vendor, evidencing the approval by the First Vendor of (1) for the sale of the First Sale Shares to from Apax Partners Europe Managers Limited and agents of senior and mezzanine financiers under certain financing arrangements;
9.2.7 the Purchaser; seal (if any), statutory books and certificate of incorporation (2) this Agreement and any certificate of incorporation on change of name) of the Company;
9.2.8 a certified copy of the Termination Agreement executed by each Seller and the Company;
9.2.9 the Transitional Services Agreement executed by Travelex UK Limited;
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 copy of the minutes of a meeting of the directors of each Seller in the agreed form resolving that the relevant Seller should enter into this Agreement, and each other agreements document to be made pursuant thereto or in respect thereof signed by it at Completion, and their authorising the execution and performance of those documents by the First Vendoreach person signing on behalf of that Seller; and
(iv) 9.2.13 confirmation, in a form reasonably acceptable to the extent sufficient for Buyer, that the transfer agent of the Target Shares to effect transfer of the First Sale Shares from the First Vendor to the Purchasermaster agreement between Travelex UK Limited, (1) good and sufficient certificates for the First Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent TotalFinaElf UK Limited and the Target may establish;
(b) the Second Vendor shall deliver to the Purchaser:
(i) written confirmation of the Second Vendor signed by a director of the Second Vendor, Company has not been terminated and continues in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Second Vendor;
(ii) a certificate of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Second Vendor to the extent of the Vendor Warranties which are given by the Second Vendor whether severally or jointly with the other Vendors and the performance by the Second Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Second Vendor, in form satisfactory to the Purchaser and certified true by a director of the Second Vendor, evidencing the approval by the Second Vendor of (1) the sale of the Second Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Second Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Second Sale Shares from the Second Vendor to the Purchaser, (1) good and sufficient certificates for the Second Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(c) the Third Vendor shall deliver to the Purchaser:
(i) written confirmation of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Third Vendor;
(ii) a certificate of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Third Vendor to the extent of the Vendor Warranties which are given by the Third Vendor whether severally or jointly with the other Vendors and the performance by the Third Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Third Vendor, in form satisfactory to the Purchaser and certified true by a director of the Third Vendor, evidencing the approval by the Third Vendor of (1) the sale of the Third Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Third Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Third Sale Shares from the Third Vendor to the Purchaser, (1) good and sufficient certificates for the Third Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(d) the Vendors shall deliver to the Purchaser:
(i) a certificate of the Vendors signed by a director of each of the Vendors, in form satisfactory to the Purchaser, certifying to the Purchaser that the Conditions set out in Clauses 4.1(f) and (g) have been satisfied with respect to the Group;
(ii) a compact disk or USB drive containing an electronic copy of all material correspondence relating to their prior ownership of the Sale Shares to the extent relevant to the Purchaser as purchaser of the same, together with an numbered index to the sameforce.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Shares (TRM Corp)
At Completion. 5.3.1 the Vendors shall deliver or cause to be delivered to the Purchaser or the Purchaser's Solicitors:
(aA) duly executed transfers to the Purchaser or its nominee of the Shares, together with definitive share certificates for them in the names of the relevant transferors;
(B) any power of attorney under which any document is executed on behalf of the Vendors or the Vendors' Guarantor;
(C) evidence of the authority of any person executing this Agreement and the documents in the agreed terms referred to herein on behalf of the Vendors and the Vendors' Guarantor;
(D) the First Vendor Tax Deed duly executed on behalf of the Vendors;
(E) the written resignations of all directors of the Company and each of the Subsidiaries other than the current executive directors of the Company and the Subsidiaries, Sally Griffiths and the directors of The ▇▇▇▇▇▇▇▇▇ (▇▇▇8) Limited;
(F) the certificates of incorporation, common seals, all statutory and minute books (which shall be written up to, but not including, the date of Completion) and share certificate books of the Company together with all unused share certificate forms and the certificates of incorporation for each of the Subsidiaries, and for each of the Subsidiaries the common seals, statutory and minute books (which shall be written up to, but not including, the date of Completion) and share certificate books shall be delivered to the Purchaser's control;
(G) definitive certificates in respect of all the shares beneficially owned by the Company or any of the Subsidiaries in each of the Subsidiaries and the Joint Venture Companies and Press Association Limited;
(H) such deeds as may be in the possession of the Vendors relating to the title of the Company or any of the Subsidiaries to each of the Properties and the Ancillary Properties;
(I) duly executed deeds of release in a form reasonably satisfactory to the Purchaser acting reasonably, of the Company and the Subsidiaries from all mortgages and charges subsisting over the assets of the Company and Subsidiaries securing Borrowed Money Indebtedness as at Completion (including, without limitation, all security arrangements entered into by them in relation to the Wachovia Guarantee including all charges set out in the agreed terms list of charges) together with duly sworn forms 403a in respect thereof;
(J) duly executed payoff letter discharging the Company and the applicable Subsidiaries from, inter alia, its obligations under the Wachovia Guarantee, in a form reasonably acceptable to the Purchaser acting reasonably;
(K) letters of resignation of the existing auditors of the Company and each of the Subsidiaries complying with section 392 of the Companies Act;
(L) irrevocable powers of attorney in the agreed terms executed by each of the holders of the Shares in favour of the Purchaser appointing the Purchaser to be its lawful attorney in respect of the Shares;
(M) the executed assignment in the agreed terms in respect of the Vendors' and the Vendors' Guarantor's obligations under clause 11.2; and
(N) a letter in a form reasonably satisfactory to the Purchaser acting reasonably from the Company to the Purchaser confirming the location of the deeds to the Properties.
5.3.2 the Vendors undertake to the Purchaser to procure that the following business is transacted at meetings of the directors of the Company and each of the Subsidiaries:
(A) the directors of the Company shall approve the transfers of the Shares for registration and the entry of the transferees in the register of members of the Company, in each case subject only to the transfers being subsequently presented duly stamped;
(B) that any person who does not immediately following Completion continue to be employed by, or to be a director of, the Company or one of the Subsidiaries shall cease to be authorised under the existing mandates for the operation of the bank accounts of the Company and each of the Subsidiaries;
(C) any person nominated by the Purchaser for appointment as a director or the secretary of the Company shall be so appointed; and
(D) PricewaterhouseCoopers shall be appointed to replace the existing auditors of the Company;
5.3.3 the Purchaser shall deliver to the PurchaserVendors' Solicitors:
(iA) written confirmation evidence of the First Vendor signed by a director authority of the First Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the First Vendor;
(ii) a certificate of the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the First Vendor to the extent of the Vendor Warranties which are given by the First Vendor whether severally or jointly with the other Vendors and the performance by the First Vendor of all covenants and agreements required to be performed by it under any person executing this Agreement on or prior to the Completion Date;
(iii) a copy behalf of the board resolutions duly passed by director(s) of the First Vendor, in form satisfactory to the Purchaser and certified true by a director of the First Vendor, evidencing the approval by the First Vendor of (1) the sale of the First Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the First Vendor's Guarantor; and
(ivB) to the extent sufficient for the transfer agent Tax Deed duly executed on behalf of the Target Shares to effect transfer of the First Sale Shares from the First Vendor to the Purchaser, (1) good and sufficient certificates for the First Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(b) the Second Vendor shall deliver to the Purchaser:
(i) written confirmation of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied 5.3.4 simultaneously with respect to the Second Vendor;
(ii) a certificate of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Second Vendor to the extent of the Vendor Warranties which are given compliance by the Second Vendor whether severally or jointly with the other Vendors and the performance by the Second Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Second Vendor, in form satisfactory to the Purchaser and certified true by a director of the Second Vendor, evidencing the approval by the Second Vendor of (1) the sale of the Second Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Second Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Second Sale Shares from the Second Vendor to the Purchaser, (1) good and sufficient certificates for the Second Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(c) the Third Vendor shall deliver to the Purchaser:
(i) written confirmation of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Third Vendor;
(ii) a certificate of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Third Vendor to the extent of the Vendor Warranties which are given by the Third Vendor whether severally or jointly with the other Vendors and the performance by the Third Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Third Vendor, in form satisfactory to the Purchaser and certified true by a director of the Third Vendor, evidencing the approval by the Third Vendor of (1) the sale of the Third Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Third Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Third Sale Shares from the Third Vendor to the Purchaser, (1) good and sufficient certificates for the Third Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(d) the Vendors shall deliver to the Purchaser:
(i) a certificate of the Vendors signed by a director of each of the Vendors, in form satisfactory to the Purchaser, certifying to the Purchaser that the Conditions set out in Clauses 4.1(f) and (g) have been satisfied with respect to the Group;
(ii) a compact disk or USB drive containing an electronic copy of all material correspondence relating to respects with their prior ownership of the Sale Shares to the extent relevant to the Purchaser as purchaser of the sameobligations contained in clauses 5.3.1, together with an numbered index to the same5.3.2 and 5.
Appears in 1 contract
Sources: Share Purchase Agreement (Hollinger International Inc)
At Completion. (a) each Seller shall release their stock transfer form(s) and transfer the First Vendor Sale Shares to UM;
(b) a meeting of the board of directors of the Company shall deliver be held and board minutes shall be approved and signed by the chairman of the meeting (or written resolutions of the board of directors of the Company shall be entered into by each director) pursuant to which the PurchaserCompany shall:
(i) written confirmation ratify the terms of the First Vendor signed by a director Company Resolutions and the New Articles and the circulation of the First Vendor, in form satisfactory these to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the First VendorSellers;
(ii) a certificate ratify the terms of the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the First Vendor to the extent of the Vendor Warranties which are given by the First Vendor whether severally or jointly with the other Vendors and the performance by the First Vendor of all covenants and agreements required to be performed by it under entry into this Agreement on or prior to the Completion DateAgreement;
(iii) a copy approve the terms of and entry into each of the board resolutions duly passed documents to be entered into by director(sthe Company which are referred to herein as being in agreed form;
(iv) subject to receipt of the First Vendor, stock transfer forms in form satisfactory relation to the Purchaser Sale Shares duly stamped and certified true by a director (where appropriate) adjudicated:
(A) register the transfer of the First Vendor, evidencing Sale Shares from the approval Sellers to UM;
(B) cancel the share certificates held by the First Vendor of (1) the sale Sellers in respect of the First Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the First VendorShares; and
(ivC) execute and deliver share certificate(s) to the extent sufficient UM for the transfer agent of the Target Shares to effect transfer of the First Sale Shares from the First Vendor to the Purchaser, (1) good and sufficient certificates for the First Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establishShares;
(bv) approve the Second Vendor resignation of the Resigning Directors as directors of the Company;
(vi) approve the form of and entry into the Director Deed of Indemnity with each New Director;
(vii) approve the appointment of the New Directors as directors of the Company;
(viii) amend the accounting reference date to 31 December; and
(ix) pass any such other resolutions as may be required to carry out the obligations of the Company under this Agreement;
(c) a meeting of the board of directors of Janpix Holdings shall deliver be held and board minutes shall be approved and signed by the chairman of the meeting (or written resolutions of the board of directors of Janpix Holdings shall be entered into by each director) pursuant to the Purchaserwhich Janpix Holdings shall:
(i) written confirmation ratify the terms of the Second Vendor signed shareholder resolutions and the certificate of incorporation to be adopted on or before Completion by a director Janpix Holdings and the circulation of the Second Vendor, in form satisfactory these to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Second VendorCompany;
(ii) a certificate approve the resignation of the Second Vendor signed by a director Resigning Directors as directors of the Second Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Second Vendor to the extent of the Vendor Warranties which are given by the Second Vendor whether severally or jointly with the other Vendors and the performance by the Second Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion DateJanpix Holdings;
(iii) a copy approve the form of and entry into the Director Indemnity Deed with each New Director;
(iv) approve the appointment of the board resolutions duly passed by director(s) New Directors as directors of the Second Vendor, in form satisfactory to the Purchaser and certified true by a director of the Second Vendor, evidencing the approval by the Second Vendor of (1) the sale of the Second Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Second VendorJanpix Holdings; and
(ivv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Second Sale Shares from the Second Vendor to the Purchaser, (1) good and sufficient certificates for the Second Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) pass any such proof of identity and genuineness of signatures other resolutions as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, required to carry out the terms and conditions stipulated obligations of Janpix Holdings under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establishthis Agreement;
(cd) a meeting of the Third Vendor Board shall deliver be held and board minutes shall be approved and signed by the chairman of the meeting (or written resolutions of the Board shall be entered into by each director) pursuant to the Purchaserwhich UM shall:
(i) written confirmation ratify the terms of the Third Vendor signed by a director UM Resolutions and the circulation of the Third Vendor, in form satisfactory these to the Purchaser, confirming shareholders of UM eligible to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Third Vendorvote on each;
(ii) a certificate ratify the terms of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Third Vendor to the extent of the Vendor Warranties which are given by the Third Vendor whether severally or jointly with the other Vendors and entry into this Agreement and the performance by the Third Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion DateDisclosure Letter;
(iii) a copy approve the terms of and entry into this Agreement and each of the board resolutions duly passed documents to be entered into by director(sUM which are referred to herein as being in the agreed form;
(iv) issue the UM Shares credited as fully paid to each of the Sellers in the numbers set out in column (5) of the Third Vendortable in Schedule 1, and enter the name of each of such Sellers in the register of members (and, in form satisfactory the case of a Seller who is already a shareholder of UM, make an additional entry next to their name in the Purchaser register of members);
(v) execute and certified true by deliver a director share certificate to each of the Third Vendor, evidencing relevant Sellers for the approval by the Third Vendor of UM Shares set out against its name in column (15) the sale of the Third Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or table in respect thereof and their execution and performance by the Third VendorSchedule 1; and
(ivvi) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Third Sale Shares from the Third Vendor to the Purchaser, (1) good and sufficient certificates for the Third Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) pass any such proof of identity and genuineness of signatures other resolutions as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, required to carry out the terms and conditions stipulated obligations of UM under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establishthis Agreement;
(de) each Seller (other than each Preference Seller) shall enter into and deliver to UM a Power of Attorney;
(f) each Seller shall enter into and deliver to UM a Voting Power of Attorney;
(g) each Seller and the Company shall sign and deliver to UM its signature to the Deed of Termination;
(h) the Vendors Company shall sign and deliver a Director Deed of Indemnity to each New Director, and UM shall procure that each New Director shall sign and deliver the same to the Purchaser:Company;
(i) a certificate of the Vendors signed Company and Janpix Holdings shall make all filings with Companies House as may be required by a director of each of the Vendors, in form satisfactory to the Purchaser, certifying to the Purchaser that the Conditions actions set out in Clauses 4.1(f) and (g) have been satisfied with respect to the Groupthis Agreement;
(iij) UM shall deliver a compact disk or USB drive containing an electronic copy notice to the Company confirming that it is a registrable relevant legal entity (within the meaning of all material correspondence relating to their prior ownership section 790C of the Sale Shares Act) in relation to the extent relevant to the Purchaser as purchaser Company;
(k) UM shall file Companies House form SH01 (return of allotment of shares) in respect of the sameallotment of the UM Shares pursuant to this Agreement; and
(l) all necessary tax filings and elections shall be made, together with an numbered index including submitting stock transfer forms for stamping. 409A Plan means a nonqualified deferred compensation plan (as such term is defined under Section 409A(d)(1) of the Code, as amended and the guidance thereunder) under which the Company or any of its Subsidiaries makes, is obligated to the same.make or promises to make, payments;
Appears in 1 contract
Sources: Contribution Agreement (Centessa Pharmaceuticals LTD)
At Completion. (a) 8.2.1 the First Vendor shall deliver or cause to be delivered to the Purchaser or the Purchaser's Solicitors:
(iA) written confirmation evidence to the reasonable satisfaction of the First Vendor signed by a director Purchaser of the First Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the First Vendor;
(ii) a certificate authority of the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the First Vendor to the extent of the Vendor Warranties which are given by the First Vendor whether severally or jointly with the other Vendors and the performance by the First Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the First Vendor, in form satisfactory to the Purchaser and certified true by a director of the First Vendor, evidencing the approval by the First Vendor of (1) the sale of the First Sale Shares to the Purchaser; and (2) any person executing this Agreement and any other agreements agreed form document hereunder and any other party thereto (other than the Purchaser) on the Vendor's behalf;
(B) duly executed transfers to the Purchaser and/or nominee of the Controlling Shares, together with a definitive share certificate for them in the name of the Vendor or its nominee;
(C) the written resignations of the non-executive directors of the Company shown as resigning in Schedule 1 executed as a deed in the agreed terms;
(D) the certificates of incorporation, common seals, all statutory and minute books (which shall be made pursuant thereto written up to, but not including, the date of Completion) and share certificate books of the Company and the Subsidiary together with an unused share certificate forms;
(E) all the deeds relating to the title of the Company or in respect thereof the Subsidiary to each of the Properties;
(F) notices of resignation of the existing auditors of the Company and their execution of the Subsidiary;
(G) an original copy of each of the Management Agreements and performance Management Agreement Side Letters executed by the First Vendor, the relevant Trustee and the Company (as relevant) together with evidence that both the Trustees and the Secretary of State for Trade and Industry have approved the identify of the Purchaser;
(H) a copy of a resolution in the agreed terms of the manners of the Company increasing the authorized share capital of the Company to (Pounds)1,000,000 divided into 1,000,000 Ordinary Shares of (Pounds)1 each;
(I) evidence to the reasonable satisfaction of the Purchaser of the due fulfillment of the provisions of clause 5.3 and sub-clause 8.2.2;
(J) the Tax Deed duly executed by the Vendor;
(K) the Agreement for Leases and the Ancillary Property Documentation duly executed by the Company and by Coal Pension Properties Limited; and
(ivL) the Supplemental Agreement executed by the Vendor who shall use its best endeavors to procure the execution thereof by the other parties thereto.
8.2.2 the Vendor undertakes to the extent sufficient Purchaser to procure that the following business is transacted at meetings of the directors of the Company and where relevant of the Subsidiary:
(A) the directors of the Company shall approve the transfers of the Controlling Shares for registration and the entry of the transferee in the register of members of the Company, in each case subject only to the transfers being subsequently presented duly stamped;
(B) the situation of the registered office of the Company and of the Subsidiary shall be changed to ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
(C) the accounting reference date of the Company and of the Subsidiary shall be changed to 31st December 1996;
(D) any person nominated by the Purchaser for appointment as a director of the Company or of the Subsidiary shall be so appointed;
(E) KPMG shall be appointed to replace the existing auditors of the Company and of the Subsidiary;
(F) the directors of the Company shall approve the Management Agreements, Management Agreement Side Letters and the Agreement for Leases and the Ancillary Property Documentation for execution;
(G) the directors of the Company shall approve the application for the transfer agent subscription by the Purchaser for such number of Ordinary Shares of (Pounds)1 each in the capital of the Target Company as the Purchaser shall specify in the letter referred to in clause 8.2.3(C) and allot the said Ordinary Shares to effect transfer of the First Sale Shares from the First Vendor (Pounds)1 each to the Purchaser, ; and
(1H) good and sufficient certificates for the First Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied directors of the Company will approve the entering into by duly executed blank stock powers (including signature guarantees in accordance the Company of a subordinated loan with the Purchaser on standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the IMRO terms and conditions stipulated under Applicable Law; and (5) the production making by the Company of evidence of compliance with such reasonable regulations as drawings thereunder.
8.2.3 the transfer agent and the Target may establish;
(b) the Second Vendor Purchaser shall deliver to the PurchaserVendor:
(iA) written confirmation of the Second Vendor signed by a director of the Second Vendor, in form satisfactory evidence to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Second Vendor;
(ii) a certificate of the Second Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Second Vendor to the extent reasonable satisfaction of the Vendor Warranties which are given by the Second Vendor whether severally or jointly with the other Vendors and the performance by the Second Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) authority of the Second Vendor, in form satisfactory to the Purchaser and certified true by a director of the Second Vendor, evidencing the approval by the Second Vendor of (1) the sale of the Second Sale Shares to the Purchaser; and (2) any person executing this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Second Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Second Sale Shares from the Second Vendor to agreed form document hereunder on the Purchaser, (1) good and sufficient certificates for the Second Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish's behalf;
(cB) the Third Vendor shall deliver amount referred to in sub-clause 3.1 (less the amount paid under sub-clause 5.3.1) by means of CHAPS automated transfer to the Purchaser:
(i) written confirmation Vendor's bank account at Bank of the Third Vendor signed by a director of the Third VendorEngland Sort Code 10-00-00 British Coal Corporation Central Account, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Third VendorAccount Number 51022990;
(ii) a certificate of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Third Vendor to the extent of the Vendor Warranties which are given by the Third Vendor whether severally or jointly with the other Vendors and the performance by the Third Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Third Vendor, in form satisfactory to the Purchaser and certified true by a director of the Third Vendor, evidencing the approval by the Third Vendor of (1) the sale of the Third Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Third Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Third Sale Shares from the Third Vendor to the Purchaser, (1) good and sufficient certificates for the Third Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(d) the Vendors shall deliver to the Purchaser:
(i) a certificate of the Vendors signed by a director of each of the Vendors, in form satisfactory to the Purchaser, certifying to the Purchaser that the Conditions set out in Clauses 4.1(f) and (g) have been satisfied with respect to the Group;
(ii) a compact disk or USB drive containing an electronic copy of all material correspondence relating to their prior ownership of the Sale Shares to the extent relevant to the Purchaser as purchaser of the same, together with an numbered index to the same.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Shares (Lasalle Partners Inc)