Common use of At Completion Clause in Contracts

At Completion. 1. The Purchaser shall pay to the Seller the Initial Purchase Consideration (after setting off the Advance amount already paid to the Seller) by wire transfer into the following bank account: Name of Beneficiary: Xx. Xxxxx Xxxxxxxx Bank: Axis Bank Ltd Branch: Vasant Vihar, New Delhi Account No : 473010100001458 IFSC: UTIB0000473 2. The Seller shall transfer and deliver to the Purchaser the Purchase Shares, however the Seller shall have a lien on Purchase Shares equivalent to the Deferred Consideration till such time that the Purchaser makes the full and final payment of the entire Purchase Consideration including the Deferred Consideration; 3. The Register of transfer of shares/members of the Company and other statutory records of the Company shall be amended to reflect the Purchaser as the legal and beneficial owner of the Purchase Shares; 4. At the meeting of the Board of the Company, the requisite resolutions shall be passed by the Board of the Company approving the following matters: (i) transfer of the Purchase Shares by the Seller to the Purchaser. (ii) appointment of one (1) Director nominated by the Purchaser on the Board of the Company. (iii) amendment of the restated Articles of Association of the Company subject to the approval by the shareholders of the Company through a special resolution. (iv) convening on a shorter notice an extraordinary general meeting of the Company to approve the restated Articles of Association. 5. Notwithstanding anything to the contrary contained herein, the Seller and NT shall ensure that at the meeting of the Board of the Operating Company, the requisite resolutions shall be passed by the Board of the Operating Company approving the following matters: (i) appointment of one (1) Director nominated by the Purchaser on the board of directors of the Operating Company; (ii) amendment of the restated Articles of Association of the Operating Company subject to the approval by the shareholders of the Operating Company through a special resolution; and (iii) convening on a shorter notice an extraordinary general meeting of the Operating Company to approve the restated Articles of Association of the Operating Company. 6. A Shareholder meeting of the Company shall be convened at shorter notice at which Shareholder meeting, the Articles of Association in the form approved in writing by the Purchaser shall be adopted by the Shareholders of the Company and any other actions requiring the approval of the Shareholders of the Company (including the appointment of the Director nominated by the Purchaser to the Board) in connection with the transactions contemplated hereunder shall be approved. 7. The Seller and NT shall ensure that a shareholders meeting of the Operating Company shall be convened at shorter notice at which shareholder meeting, the restated Articles of Association of the Operating Company in the form approved in writing by the Purchasers shall be adopted by the shareholders of the Operating Company. 8. Certified true copies of all resolutions passed at such Board and Shareholders meetings shall be provided by the Company to the Purchaser. 9. The Seller /Company/NT shall deliver: (i) the duly stamped original share certificates for the Purchase Shares to the Purchaser along with appropriate transfer deeds; (ii) a certified true copies of Forms DIR-12 of the Companies (Appointment and Qualification of Directors) Rules, 2014 duly filed with the RoC along with receipts of filing, in respect of appointment of the Directors to the Board of the Company and the board of directors of the Operating Company respectively, nominated for appointment by the Purchaser; and (iii) a certified true copies of Forms MGT-14 of the Companies (Management and Administration) Rules, 2014 duly filed with the RoC along with receipts of filing, in respect of the revised Articles of Association of the Company and revised Articles of Association of the Operating Company pursuant to this Agreement. 10. The Purchaser shall hand over to NT the Deferred Shares, transfer forms endorsed by the Purchaser and such other documents as are required to effect the transfer of Deferred Shares from the Purchaser to the Seller or any third person in the event the Deferred Consideration is not paid by the Purchaser to the Seller within fifteen (15) days of the Merger Date.

At Completion. 1. The Purchaser (a) the Seller shall pay sell the Option Shares to the Seller Buyer with full title guarantee and free from Encumbrances; (b) the Initial Purchase Consideration (after setting off the Advance amount already paid to the Seller) by wire transfer into the following bank account: Name of Beneficiary: Xx. Xxxxx Xxxxxxxx Bank: Axis Bank Ltd Branch: Vasant Vihar, New Delhi Account No : 473010100001458 IFSC: UTIB0000473 2. The Seller shall transfer and deliver to the Purchaser the Purchase Shares, however the Seller shall have a lien on Purchase Shares equivalent to the Deferred Consideration till such time that the Purchaser makes the full and final payment of the entire Purchase Consideration including the Deferred Consideration; 3. The Register of transfer of shares/members of the Company and other statutory records of the Company shall be amended to reflect the Purchaser as the legal and beneficial owner of the Purchase Shares; 4. At the meeting of the Board of the Company, the requisite resolutions shall be passed by the Board of the Company approving the following mattersBuyer: (i) a stock transfer form in respect of the Purchase Option Shares in favour of the Buyer, duly executed by the Seller; certificate for lost share certificate duly executed by the Seller i satisfactory to the Buyer (acting reasonably); and the Buyer shall pay the Consideration to the Seller by telegraphic transf immediately available funds to the bank account of the [ ][ notified by the Seller to the PurchaserBuyer for such purpose. [Receipt of the Co the Seller’s solicitors shall constitute good discharge of the obligations pay the Consideration.] xxxxx fails to comply in any material respect with any of its obligations u ompletion, the Buyer may (without prejudice to any other legal right or have): terminate this Agreement by notice in writing to the Seller, in which ca shall apply; delay Completion to a date which is not later than 10 Business Days, in this Clause 7 shall apply in relation to Completion (except that the Buye delay Completion pursuant to this Clause 7.3(b) on not more than two proceed to Completion so far as practicable. ng Completion, the Seller shall (subject to payment of stamp duty, if app use reasonable endeavours to procure that the Buyer is registered as so ble in the register of members of the Company as the legal owner of th ler warrants to the Buyer in the terms set out in Part A of Schedule 2 (t ler acknowledges that the Buyer has been induced to enter into this Agr ed, to exercise the Option in reliance upon the Seller Warranties. ller Warranty is a separate and independent warranty and, save as expr se in this Agreement, no Seller Warranty shall be limited by any other S e other terms of this Agreement. xxx’s rights and remedies in respect of any breach of any of the Seller W Completion. ler undertakes to the Buyer in the terms set out in Part B of Schedule 2. (ii) appointment of one (1the share certificate(s) Director nominated by the Purchaser on the Board of the Company. (iii) amendment of the restated Articles of Association of the Company subject to the approval by the shareholders of the Company through a special resolution. (iv) convening on a shorter notice an extraordinary general meeting of the Company to approve the restated Articles of Association. 5. Notwithstanding anything to the contrary contained herein, the Seller and NT shall ensure that at the meeting of the Board of the Operating Company, the requisite resolutions shall be passed by the Board of the Operating Company approving the following matters: (i) appointment of one (1) Director nominated by the Purchaser on the board of directors of the Operating Company; (ii) amendment of the restated Articles of Association of the Operating Company subject to the approval by the shareholders of the Operating Company through a special resolution; and (iii) convening on a shorter notice an extraordinary general meeting of the Operating Company to approve the restated Articles of Association of the Operating Company. 6. A Shareholder meeting of the Company shall be convened at shorter notice at which Shareholder meeting, the Articles of Association in the form approved in writing by the Purchaser shall be adopted by the Shareholders of the Company and any other actions requiring the approval of the Shareholders of the Company (including the appointment of the Director nominated by the Purchaser to the Board) in connection with the transactions contemplated hereunder shall be approved. 7. The Seller and NT shall ensure that a shareholders meeting of the Operating Company shall be convened at shorter notice at which shareholder meeting, the restated Articles of Association of the Operating Company in the form approved in writing by the Purchasers shall be adopted by the shareholders of the Operating Company. 8. Certified true copies of all resolutions passed at such Board and Shareholders meetings shall be provided by the Company to the Purchaser. 9. The Seller /Company/NT shall deliver: (i) the duly stamped original share certificates for the Purchase Shares to the Purchaser along with appropriate transfer deeds; (ii) a certified true copies of Forms DIR-12 of the Companies (Appointment and Qualification of Directors) Rules, 2014 duly filed with the RoC along with receipts of filing, in respect of appointment of the Directors to the Board of the Company and the board of directors of the Operating Company respectively, nominated for appointment by the Purchaser; and (iii) a certified true copies of Forms MGT-14 of the Companies (Management and Administration) Rules, 2014 duly filed with the RoC along with receipts of filing, in respect of the revised Articles of Association Option Shares or (if applicable) a n a form (c) er in ] nsideration by of the Company and revised Articles of Association of the Operating Company pursuant to this Agreement. 10. The Purchaser shall hand over to NT the Deferred Shares, transfer forms endorsed by the Purchaser and such other documents as are required to effect the transfer of Deferred Shares from the Purchaser to the Seller or any third person in the event the Deferred Consideration is not paid by the Purchaser to the Seller within fifteen (15) days of the Merger Date.Buyer to

At Completion. 1. The Purchaser shall pay to the Seller the Initial Purchase Consideration (after setting off the Advance amount already paid to the Selleri) by wire transfer into the following bank account: Name of Beneficiary: Xx. Xxxxx Xxxxxxxx Bank: Axis Bank Ltd Branch: Vasant Vihar, New Delhi Account No : 473010100001458 IFSC: UTIB0000473 2. The each Lead Seller shall transfer and deliver to the Purchaser a duly executed transfer form in favour of the Purchase SharesPurchaser for the Shares held by it; (ii) the Company shall deliver to the Purchaser, however 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 have a lien on Purchase Shares equivalent deliver to the Deferred Consideration till such time that the Purchaser makes the full and final payment a letter of resignation from each of the entire Purchase Consideration including the Deferred Consideration; 3. The Register of transfer of shares/members directors who is a director immediately prior to Completion resigning as a director of the Company and other statutory records of the Company or a confirmation that such directors have been removed; (vii) each Majority Seller shall be amended deliver to reflect the Purchaser as the legal and beneficial owner of the Purchase Shares; 4. At the meeting of the Board of the Company, the requisite resolutions shall be passed by the Board of the Company approving the following mattersa certificate (Majority Seller Certificate) confirming that: (i) transfer 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 Purchase Shares by the Seller to the Purchaser.applicable condition in subclause 4.1(b); and (ii) appointment of one so far as it is actually aware, no fact, matter or circumstance exists that would cause the Fundamental Business Warranties to be untrue and inaccurate when given at Completion so as to violate the applicable condition in subclause 4.1(b); and (1viii) Director nominated by the Company shall deliver to the Purchaser on a certificate (the Board of the Company. (iii) amendment of the restated Articles of Association of the Company subject to the approval by the shareholders of the Company through a special resolution. (iv) convening on a shorter notice an extraordinary general meeting of the Company to approve the restated Articles of Association. 5. Notwithstanding anything to the contrary contained hereinCompletion Certificate), the Seller and NT shall ensure that at the meeting of the Board of the Operating Company, the requisite resolutions shall be passed by the Board of the Operating Company approving the following mattersconfirming that: (i) appointment of one (1) Director nominated by the Purchaser no Material Adverse Change on the board of directors of the Operating Company;Target Group has occurred and is continuing; and (ii) amendment save as included in the MWD Disclosure Letter, there are no other facts, matters or circumstances that would cause any of the restated Articles of Association of Business Warranties or the Operating Company subject Fundamental Business Warranties to be untrue and inaccurate when given at Completion so as to violate the approval by the shareholders of the Operating Company through a special resolution; and (iii) convening on a shorter notice an extraordinary general meeting of the Operating Company to approve the restated Articles of Association of the Operating Companyapplicable condition in subclause 4.1(b). 6. A Shareholder meeting of the Company shall be convened at shorter notice at which Shareholder meeting, the Articles of Association in the form approved in writing by the Purchaser shall be adopted by the Shareholders of the Company and any other actions requiring the approval of the Shareholders of the Company (including the appointment of the Director nominated by the Purchaser to the Board) in connection with the transactions contemplated hereunder shall be approved. 7. The Seller and NT shall ensure that a shareholders meeting of the Operating Company shall be convened at shorter notice at which shareholder meeting, the restated Articles of Association of the Operating Company in the form approved in writing by the Purchasers shall be adopted by the shareholders of the Operating Company. 8. Certified true copies of all resolutions passed at such Board and Shareholders meetings shall be provided by the Company to the Purchaser. 9. The Seller /Company/NT shall deliver: (i) the duly stamped original share certificates for the Purchase Shares to the Purchaser along with appropriate transfer deeds; (ii) a certified true copies of Forms DIR-12 of the Companies (Appointment and Qualification of Directors) Rules, 2014 duly filed with the RoC along with receipts of filing, in respect of appointment of the Directors to the Board of the Company and the board of directors of the Operating Company respectively, nominated for appointment by the Purchaser; and (iii) a certified true copies of Forms MGT-14 of the Companies (Management and Administration) Rules, 2014 duly filed with the RoC along with receipts of filing, in respect of the revised Articles of Association of the Company and revised Articles of Association of the Operating Company pursuant to this Agreement. 10. The Purchaser shall hand over to NT the Deferred Shares, transfer forms endorsed by the Purchaser and such other documents as are required to effect the transfer of Deferred Shares from the Purchaser to the Seller or any third person in the event the Deferred Consideration is not paid by the Purchaser to the Seller within fifteen (15) days of the Merger Date.

At Completion. 1. The Purchaser 5.2.1 the Seller shall pay deliver or cause to be delivered to the Purchaser: (a) a declaration duly signed on behalf of the Seller that the Initial Purchase share certificates in respect of all the Sale Shares - which are kept in bank-deposit in accordance with the PanTel Loan Facility - have been provided with a blank endorsement; (b) a declaration duly signed on behalf of the Seller and with the acknowledgement of receipt by the bank - where the Sale Shares kept in bank-deposit in accordance with the PanTel Loan Facility -, stating that the Purchaser will acquire the Sale Shares with effect of the payment of the Consideration; (c) a written notice in the form required by Act CXLIV of 1997 on Business Associations to the Board of Directors of the Company in respect of the sale of the Sale Shares to the Purchaser; (d) declarations duly signed by the members of the Company’s Board of Directors and Supervisory Board nominated by the Seller stating that (i) they resign from their respective positions in the Company with effect of 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 result of fulfilling such position) against the Company or the Purchaser whether for loss of office or otherwise; (e) a declaration duly signed on behalf of the Seller, stating that it consents to the appointment of the individuals that the Purchaser nominates as the new members of the Company’s Board of Directors and Supervisory Board; (f) the Declaration duly executed in accordance with Clause 4.1.6; and (g) a company registration extract of the Seller duly issued by the relevant company registry of the Seller’s jurisdiction not more than 30 days prior to the Completion Date. 5.2.2 the Purchaser shall (a) instruct its bankers to pay the Consideration (after setting off the Advance amount already paid by bank-transfer to the Seller) by wire transfer into the following ’s bank account: Name , the details of Beneficiary: Xx. Xxxxx Xxxxxxxx Bank: Axis Bank Ltd Branch: Vasant Vihar, New Delhi Account No : 473010100001458 IFSC: UTIB0000473 2. The Seller shall transfer and deliver to the Purchaser the Purchase Shares, however the Seller shall have a lien on Purchase Shares equivalent to the Deferred Consideration till such time that the Purchaser makes the full and final payment of the entire Purchase Consideration including the Deferred Consideration; 3. The Register of transfer of shares/members of the Company and other statutory records of the Company which shall be amended to reflect the Purchaser as the legal and beneficial owner of the Purchase Shares; 4. At the meeting of the Board of the Company, the requisite resolutions shall be passed by the Board of the Company approving the following matters: (i) transfer of the Purchase Shares notified by the Seller to the Purchaser. (ii) appointment of one (1) Director nominated by Purchaser latest 15 Business Days prior the Purchaser on the Board of the Company. (iii) amendment of the restated Articles of Association of the Company subject to the approval by the shareholders of the Company through a special resolution. (iv) convening on a shorter notice an extraordinary general meeting of the Company to approve the restated Articles of Association. 5. Notwithstanding anything to the contrary contained herein, the Seller and NT shall ensure that at the meeting of the Board of the Operating Company, the requisite resolutions shall be passed by the Board of the Operating Company approving the following matters: (i) appointment of one (1) Director nominated by the Purchaser on the board of directors of the Operating Company; (ii) amendment of the restated Articles of Association of the Operating Company subject to the approval by the shareholders of the Operating Company through a special resolutionCompletion Date; and (iiib) convening on provide - as an evidence of payment - a shorter notice an extraordinary general meeting faxed copy of the Operating Company to approve the restated Articles of Association of the Operating Company. 6. A Shareholder meeting of the Company shall be convened at shorter notice at which Shareholder meeting, the Articles of Association in the form approved in writing by the Purchaser shall be adopted by the Shareholders of the Company and any other actions requiring the approval of the Shareholders of the Company (including the appointment of the Director nominated by the Purchaser to the Board) in connection with the transactions contemplated hereunder shall be approved. 7. The Seller and NT shall ensure that a shareholders meeting of the Operating Company shall be convened at shorter notice at which shareholder meeting, the restated Articles of Association of the Operating Company in the form approved in writing by the Purchasers shall be adopted by the shareholders of the Operating Company. 8. Certified true copies of all resolutions passed at such Board and Shareholders meetings shall be provided by the Company to the Purchaser. 9. The Seller /Company/NT shall deliver: (i) the duly stamped original share certificates for the Purchase Shares to the Purchaser along with appropriate transfer deeds; (ii) a certified true copies of Forms DIR-12 of the Companies (Appointment and Qualification of Directors) Rules, 2014 duly filed with the RoC along with receipts of filing, in respect of appointment of the Directors to the Board of the Company and the board of directors of the Operating Company respectively, nominated for appointment by the Purchaser; and (iii) a certified true copies of Forms MGT-14 of the Companies (Management and Administration) Rules, 2014 duly filed with the RoC along with receipts of filing, in respect of the revised Articles of Association of the Company and revised Articles of Association of the Operating Company pursuant to this Agreement. 10. The Purchaser shall hand over to NT the Deferred Shares, transfer forms endorsed by the Purchaser and such other documents as are required to effect bank’s confirmation on the transfer of Deferred Shares from the Purchaser Consideration to the Seller or any third person bank account referred in the event the Deferred Consideration is not paid by the Purchaser to the Seller within fifteen (15Clause 5.2.2(a) days of the Merger Dateabove.

At Completion. 1. The Purchaser (a) the Seller shall pay sell the Option Shares to the Seller Buyer with full title guarantee and free from Encumbrances; (b) the Initial Purchase Consideration (after setting off the Advance amount already paid to the Seller) by wire transfer into the following bank account: Name of Beneficiary: Xx. Xxxxx Xxxxxxxx Bank: Axis Bank Ltd Branch: Vasant Vihar, New Delhi Account No : 473010100001458 IFSC: UTIB0000473 2. The Seller shall transfer and deliver to the Purchaser the Purchase Shares, however the Seller shall have a lien on Purchase Shares equivalent to the Deferred Consideration till such time that the Purchaser makes the full and final payment of the entire Purchase Consideration including the Deferred Consideration; 3. The Register of transfer of shares/members of the Company and other statutory records of the Company shall be amended to reflect the Purchaser as the legal and beneficial owner of the Purchase Shares; 4. At the meeting of the Board of the Company, the requisite resolutions shall be passed by the Board of the Company approving the following mattersBuyer: (i) a stock transfer form in respect of the Purchase Option Shares in favour of the Buyer, duly executed by the Seller; certificate for lost share certificate duly executed by the Seller i satisfactory to the Buyer (acting reasonably); and the Buyer shall: (i) pay the Consideration to the Seller by telegraphic transfer in im available funds to the bank account of the [ ][ by the Seller to the PurchaserBuyer for such purpose. [Receipt of the Co the Seller’s solicitors shall constitute good discharge of the obli Buyer to pay the Consideration.]; and (ii) appointment execute a deed of one adherence to any shareholders agreement re Company to which the Seller is a party in a form reasonably re Seller. ty (1the Defaulting Party) Director nominated fails to comply in any material respect with ons under Clause 7.2 at Completion, the other Party (the Non-Defaulti ithout prejudice to any other legal right or remedy which it may have): terminate this Agreement by notice in writing to the Purchaser Defaulting Party, i Clause 13 shall apply; delay Completion to a date which is not later than 10 Business Days, in this Clause 7 shall apply in relation to Completion (except that the Buye delay Completion pursuant to this Clause 7.3(b) on not more than two proceed to Completion so far as practicable. ng Completion, the Board Seller shall (subject to payment of stamp duty, if app use reasonable endeavours to procure that the Company. (iii) amendment Buyer is registered as so ble in the register of the restated Articles of Association members of the Company subject as the legal owner of th ler warrants to the approval Buyer in the terms set out in Part A of Schedule 2 (t ler acknowledges that the Buyer has been induced to enter into this Agr upon the Seller Warranties. ller Warranty is a separate and independent warranty and, save as expr se in this Agreement, no Seller Warranty shall be limited by the shareholders any other S e other terms of this Agreement. xxx’s rights and remedies in respect of any breach of any of the Company through a special resolution. (iv) convening on a shorter notice an extraordinary general meeting of the Company to approve the restated Articles of Association. 5. Notwithstanding anything to the contrary contained herein, the Seller and NT shall ensure that at the meeting of the Board of the Operating Company, the requisite resolutions shall be passed by the Board of the Operating Company approving the following matters: (i) appointment of one (1) Director nominated by the Purchaser on the board of directors of the Operating Company;W (ii) amendment of the restated Articles of Association of the Operating Company subject to the approval by the shareholders of the Operating Company through a special resolution; and (iiishare certificate(s) convening on a shorter notice an extraordinary general meeting of the Operating Company to approve the restated Articles of Association of the Operating Company. 6. A Shareholder meeting of the Company shall be convened at shorter notice at which Shareholder meeting, the Articles of Association in the form approved in writing by the Purchaser shall be adopted by the Shareholders of the Company and any other actions requiring the approval of the Shareholders of the Company (including the appointment of the Director nominated by the Purchaser to the Board) in connection with the transactions contemplated hereunder shall be approved. 7. The Seller and NT shall ensure that a shareholders meeting of the Operating Company shall be convened at shorter notice at which shareholder meeting, the restated Articles of Association of the Operating Company in the form approved in writing by the Purchasers shall be adopted by the shareholders of the Operating Company. 8. Certified true copies of all resolutions passed at such Board and Shareholders meetings shall be provided by the Company to the Purchaser. 9. The Seller /Company/NT shall deliver: (i) the duly stamped original share certificates for the Purchase Shares to the Purchaser along with appropriate transfer deeds; (ii) a certified true copies of Forms DIR-12 of the Companies (Appointment and Qualification of Directors) Rules, 2014 duly filed with the RoC along with receipts of filing, in respect of appointment of the Directors to the Board of the Company and the board of directors of the Operating Company respectively, nominated for appointment by the Purchaser; and (iii) a certified true copies of Forms MGT-14 of the Companies (Management and Administration) Rules, 2014 duly filed with the RoC along with receipts of filing, in respect of the revised Articles of Association Option Shares or (if applicable) a n a form (c) mediately ] notified nsideration by gations of the Company and revised Articles of Association of the Operating Company pursuant to this Agreement. 10. The Purchaser shall hand over to NT the Deferred Shares, transfer forms endorsed by the Purchaser and such other documents as are required to effect the transfer of Deferred Shares from the Purchaser lating to the Seller or any third person in the event the Deferred Consideration is not paid quired by the Purchaser to the Seller within fifteen (15) days of the Merger Date.the

At Completion. 1. The At Completion, following completion of the actions set out in Clause ‎6.2 and Clause 6.3(A), the Seller, LW and the Purchaser shall pay procure that the following actions are taken in the following sequence: (A) the Seller shall procure that the Company delivers to the Seller Notary the Initial Purchase Consideration original and up-to-date shareholders register of the Company; (after setting off B) the Advance amount already paid to the Seller) by wire transfer into the following bank account: Name of Beneficiary: Xx. Xxxxx Xxxxxxxx Bank: Axis Bank Ltd Branch: Vasant Vihar, New Delhi Account No : 473010100001458 IFSC: UTIB0000473 2. The Seller shall transfer and deliver to the Purchaser the Purchase Sharesduly executed written resignations, however as agreed upon by the Parties, of the members of the board of the Company appointed by the Seller, subject only to the execution of the Deed of Transfer; (C) the Seller shall have a lien on Purchase Shares equivalent deliver to the Deferred Consideration till such time that the Purchaser makes the full and final payment a duly executed written resolution of the entire Purchase Consideration including the Deferred Consideration; 3. The Register of transfer of shares/members of the Company and other statutory records of the Company shall be amended to reflect the Purchaser as the legal and beneficial owner of the Purchase Shares; 4. At the general meeting of the Board of the Company, the requisite resolutions shall be passed as agreed upon by the Board Parties, to: i. accept the resignation of the members of the management board appointed by the Seller of the Company approving effective as per the following matters: (i) transfer execution of the Purchase Shares Deed of Transfer; ii. grant full discharge to and accept the resignation of the members of the management board of the Company appointed by the Seller effective as per the execution of the Deed of Transfer; and iii. grant full discharge to the Purchaser. (ii) appointment of one (1) Director nominated by the Purchaser on the Board management board of the Company. (iiiD) amendment the Seller shall deliver to the Purchaser a written resolution of the restated Articles of Association members of the Company subject Joint Venture to the approval revoke any proxies granted to Seller or any of its Affiliates, as agreed upon by the shareholders of Parties, as per the Company through a special resolutionCompletion Date. (ivE) convening on the Purchaser shall deliver to the Seller a shorter notice an extraordinary duly executed written resolution of the general meeting of the Company to approve appoint Exxx Xxxxxx as member of the restated Articles management board of Associationthe Company. 5. Notwithstanding anything (F) LW shall issue the LW Shares to the contrary contained hereinSeller in book entry form and a book entry shall be made in the Seller’s name in the books of LW maintained by its transfer agent and shall deliver to the Seller evidence, reasonably satisfactory to Seller, of such issuance; (G) LW shall deliver to Seller evidence, reasonably satisfactory to Seller, that the LW Shares have been approved for listing on the NYSE, subject to official notice of issuance; (H) the Seller, the Purchaser and the Company shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, Power of Attorney to execute the Deed of Transfer; (I) the Seller shall transfer all its Shares to the Purchaser, the Purchaser shall accept the transfer, and the Seller and NT the Purchaser shall ensure procure that at the meeting Company acknowledges this transfer, the foregoing to be effected by execution of the Board Deed of Transfer by the Operating CompanySeller, the requisite resolutions shall be passed by Purchaser and the Board of Company before the Operating Company approving the following matters: (i) appointment of one (1) Director nominated by the Purchaser on the board of directors of the Operating CompanyNotary; (iiJ) amendment the Joint Venture Agreement will cease to apply with respect to the Seller and C. Xxxxxx B.V. and each of the restated Articles of Association of Seller and C. Xxxxxx B.V. will be irrevocably and unconditionally acquitted (onherroepelijk en onvoorwaardelijk gekweten) by the Operating Company subject other parties to the approval by Joint Venture Agreement with respect to the shareholders of the Operating Company through Joint Venture Agreement, all in a special resolutionform reasonably satisfactory to Seller; and (iiiK) convening on a shorter notice an extraordinary general meeting the Notary shall transfer the Consideration to the accounts of the Operating Company to approve the restated Articles of Association of the Operating Company. 6. A Shareholder meeting of the Company shall be convened at shorter notice at which Shareholder meeting, the Articles of Association Seller in such manner as specified in the form approved in writing by the Purchaser shall be adopted by the Shareholders of the Company and any other actions requiring the approval of the Shareholders of the Company (including the appointment of the Director nominated by the Purchaser to the Board) in connection with the transactions contemplated hereunder shall be approvedNotary Letter. 7. The Seller and NT shall ensure that a shareholders meeting of the Operating Company shall be convened at shorter notice at which shareholder meeting, the restated Articles of Association of the Operating Company in the form approved in writing by the Purchasers shall be adopted by the shareholders of the Operating Company. 8. Certified true copies of all resolutions passed at such Board and Shareholders meetings shall be provided by the Company to the Purchaser. 9. The Seller /Company/NT shall deliver: (i) the duly stamped original share certificates for the Purchase Shares to the Purchaser along with appropriate transfer deeds; (ii) a certified true copies of Forms DIR-12 of the Companies (Appointment and Qualification of Directors) Rules, 2014 duly filed with the RoC along with receipts of filing, in respect of appointment of the Directors to the Board of the Company and the board of directors of the Operating Company respectively, nominated for appointment by the Purchaser; and (iii) a certified true copies of Forms MGT-14 of the Companies (Management and Administration) Rules, 2014 duly filed with the RoC along with receipts of filing, in respect of the revised Articles of Association of the Company and revised Articles of Association of the Operating Company pursuant to this Agreement. 10. The Purchaser shall hand over to NT the Deferred Shares, transfer forms endorsed by the Purchaser and such other documents as are required to effect the transfer of Deferred Shares from the Purchaser to the Seller or any third person in the event the Deferred Consideration is not paid by the Purchaser to the Seller within fifteen (15) days of the Merger Date.

At Completion. 1. The Purchaser shall pay to the Seller the Initial Purchase Consideration (after setting off the Advance amount already paid to the Seller) by wire transfer into the following bank account: Name of Beneficiary: Xx. Xxxxx Xxxxxxxx Bank: Axis Bank Ltd Branch: Vasant Vihar, New Delhi Account No : 473010100001458 IFSC: UTIB0000473 2. 5.2.1 The Seller shall deliver or cause to be delivered to the Purchaser: (A) duly executed transfer and deliver documents in respect of the Sale Shares transferring the Sale Shares to the Purchaser or its nominee together with the Purchase Shares, however the Seller shall have a lien on Purchase Shares equivalent to the Deferred Consideration till such time that the Purchaser makes the full and final payment of the entire Purchase Consideration including the Deferred Considerationrelevant share certificates; 3. The Register (B) resolution of transfer of shares/members of the Company and other statutory records of the Company shall be amended to reflect the Purchaser as the legal and beneficial owner of the Purchase Shares; 4. At the meeting of the Board of the Company, the requisite resolutions shall be passed by the Board of the Company approving the following matters: (i) transfer of the Purchase Shares by the Seller to the Purchaser. (ii) appointment of one (1) Director nominated by the Purchaser on the Board of the Company. (iii) amendment of the restated Articles of Association of the Company subject to the approval by the shareholders of the Company through a special resolution. (iv) convening on a shorter notice an extraordinary general meeting of the Company to approve the restated Articles of Association. 5. Notwithstanding anything to the contrary contained herein, the Seller and NT shall ensure that at the meeting of the Board of the Operating Company, the requisite resolutions shall be passed by the Board of the Operating Company approving the following matters: (i) appointment of one (1) Director nominated by the Purchaser on the board of directors of the Operating Company approving the registration of the Purchaser or its nominee(s) as shareholders of the Company; (iiC) amendment all the statutory and other books and records duly written up to date of the restated Articles Group and its certificate of Association incorporation, current business registration certificate, all agreements, , all return and correspondences of the Operating Company subject Group with the Taxation Department and other governmental departments, , title deeds and all other relevant deeds, documents and correspondences relating to the approval by Property and the shareholders affairs of the Operating Company through a special resolution; andGroup; (iiiD) convening on a shorter notice an extraordinary general meeting copy of board resolutions of the Operating Company to approve the restated Articles Seller (where applicable) authorising and approving its execution of Association of the Operating Companythis Agreement; (E) a duly executed Tax Indemnity. 6. A Shareholder meeting of the Company 5.2.2 The Seller shall be convened at shorter notice at which Shareholder meeting, the Articles of Association in the form approved in writing by provide the Purchaser shall be adopted by the Shareholders of the Company and any other actions requiring the approval of the Shareholders of the Company (including the appointment of the Director nominated by the Purchaser to the Board) in connection with the transactions contemplated hereunder shall be approved. 7. The Seller and NT shall ensure that a shareholders meeting of the Operating Company shall be convened at shorter notice at which shareholder meeting, the restated Articles of Association of the Operating Company in the form approved in writing by the Purchasers shall be adopted by the shareholders of the Operating Company. 8. Certified true copies of all resolutions passed at such Board relevant permits, licences and Shareholders meetings shall be provided by the Company to the Purchaser. 9. The Seller /Company/NT shall deliver: (i) the duly stamped original share certificates for the Purchase Shares to the Purchaser along with appropriate transfer deeds; (ii) a certified true copies of Forms DIR-12 of the Companies (Appointment and Qualification of Directors) Rules, 2014 duly filed with the RoC along with receipts of filing, in respect of appointment of the Directors to the Board of the Company and the board of directors of the Operating Company respectively, nominated for appointment by the Purchaser; and (iii) a certified true copies of Forms MGT-14 of the Companies (Management and Administration) Rules, 2014 duly filed with the RoC along with receipts of filing, approvals obtained in respect of the revised Articles of Association transfer of the Company and revised Articles of Association of the Operating Company pursuant to this AgreementSale Shares. 10. 5.2.3 The Purchaser shall hand over to NT allot and issue the Deferred Shares, transfer forms endorsed by the Purchaser and such other documents as are required to effect the transfer of Deferred Consideration Shares from the Purchaser to the Seller (or any third person in the event the Deferred Consideration is not paid by the its nominee) credited as fully paid. 5.2.4 The Purchaser shall cause to be delivered to the Seller within fifteen (15or its nominee) days definitive share certificates of title in respect of the Merger Daterelevant number of Consideration Shares. 5.2.5 The Purchase shall provide the Seller with reciprocity essential and relevant information about Purchaser’s company profile and business reorganization plan. Such information shall include but not be limited to: officers & directors, stock ownership, organization structure & subsidiaries, business agreements, mergers & acquisitions, litigations and claims, assets & liabilities, tax returns and SEC filings, and any other materially significant information. 5.2.6 The Purchaser shall deliver or cause to be delivered to the Seller a duly executed Tax Indemnity.

At Completion. 1. The Purchaser 8.2.1 the Vendor shall pay deliver or cause to the Seller the Initial Purchase Consideration (after setting off the Advance amount already paid to the Seller) by wire transfer into the following bank account: Name of Beneficiary: Xx. Xxxxx Xxxxxxxx Bank: Axis Bank Ltd Branch: Vasant Vihar, New Delhi Account No : 473010100001458 IFSC: UTIB0000473 2. The Seller shall transfer and deliver be delivered to the Purchaser or the Purchase Purchaser's Solicitors: (A) evidence to the reasonable satisfaction of the Purchaser of the authority of any person executing this Agreement and any other 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, however together with a definitive share certificate for them in the Seller shall have a lien on Purchase Shares equivalent to the Deferred Consideration till such time that the Purchaser makes the full and final payment name of the entire Purchase Consideration including the Deferred ConsiderationVendor or its nominee; 3. The Register (C) the written resignations of transfer of shares/members the non-executive directors of the Company and other statutory records of shown as resigning in Schedule 1 executed as a deed in the Company shall be amended to reflect the Purchaser as the legal and beneficial owner of the Purchase Shares; 4. At the meeting of the Board of the Company, the requisite resolutions shall be passed by the Board of the Company approving the following matters: (i) transfer of the Purchase Shares by the Seller to the Purchaser. (ii) appointment of one (1) Director nominated by the Purchaser on the Board of the Company. (iii) amendment of the restated Articles of Association of the Company subject to the approval by the shareholders of the Company through a special resolution. (iv) convening on a shorter notice an extraordinary general meeting of the Company to approve the restated Articles of Association. 5. Notwithstanding anything to the contrary contained herein, the Seller and NT shall ensure that at the meeting of the Board of the Operating Company, the requisite resolutions shall be passed by the Board of the Operating Company approving the following matters: (i) appointment of one (1) Director nominated by the Purchaser on the board of directors of the Operating Companyagreed terms; (iiD) amendment the certificates of the restated Articles of Association of the Operating Company subject to the approval by the shareholders of the Operating Company through a special resolution; and incorporation, common seals, all statutory and minute books (iii) convening on a shorter notice an extraordinary general meeting of the Operating Company to approve the restated Articles of Association of the Operating Company. 6. A Shareholder meeting of the Company which shall be convened at shorter notice at which Shareholder meetingwritten up to, but not including, the Articles date of Association in the form approved in writing by the Purchaser shall be adopted by the Shareholders of the Company Completion) and any other actions requiring the approval of the Shareholders of the Company (including the appointment of the Director nominated by the Purchaser to the Board) in connection with the transactions contemplated hereunder shall be approved. 7. The Seller and NT shall ensure that a shareholders meeting of the Operating Company shall be convened at shorter notice at which shareholder meeting, the restated Articles of Association of the Operating Company in the form approved in writing by the Purchasers shall be adopted by the shareholders of the Operating Company. 8. Certified true copies of all resolutions passed at such Board and Shareholders meetings shall be provided by the Company to the Purchaser. 9. The Seller /Company/NT shall deliver: (i) the duly stamped original share certificates for the Purchase Shares to the Purchaser along with appropriate transfer deeds; (ii) a certified true copies of Forms DIR-12 of the Companies (Appointment and Qualification of Directors) Rules, 2014 duly filed with the RoC along with receipts of filing, in respect of appointment of the Directors to the Board certificate books of the Company and the board Subsidiary together with an unused share certificate forms; (E) all the deeds relating to the title of the Company or the Subsidiary to each of the Properties; (F) notices of resignation of the existing auditors of the Company and of the Subsidiary; (G) an original copy of each of the Management Agreements and Management Agreement Side Letters executed by the 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 (L) 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 Purchaser to procure that the following business is transacted at meetings of the directors of the Operating Company respectivelyand 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 0xx Xxxxx, 00 Xxxxxxxxx Xxxxxx, Xxxxxx X0X 00XX; (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 subscription by the Purchaser for such number of Ordinary Shares of (Pounds)1 each in the capital of the Company as the Purchaser shall specify in the letter referred to in clause 8.2.3(C) and allot the said Ordinary Shares of (Pounds)1 each to the Purchaser; and (iiiH) a certified true copies of Forms MGT-14 of the Companies (Management and Administration) Rules, 2014 duly filed with the RoC along with receipts of filing, in respect of the revised Articles of Association directors of the Company will approve the entering into by the Company of a subordinated loan with the Purchaser on standard IMRO terms and revised Articles the making by the Company of Association drawings thereunder. 8.2.3 the Purchaser shall deliver to the Vendor: (A) evidence to the reasonable satisfaction of the Operating Company pursuant Vendor of the authority of any person executing this Agreement and any other agreed form document hereunder on the Purchaser's behalf; (B) the amount referred to this Agreement. 10. The Purchaser shall hand over to NT in sub-clause 3.1 (less the Deferred Shares, amount paid under sub-clause 5.3.1) by means of CHAPS automated transfer forms endorsed by the Purchaser and such other documents as are required to effect the transfer of Deferred Shares from the Purchaser to the Seller or any third person in the event the Deferred Consideration is not paid by the Purchaser to the Seller within fifteen (15) days Vendor's bank account at Bank of the Merger Date.England Sort Code 10-00-00 British Coal Corporation Central Account, Account Number 51022990;