Completion and Post Completion Matters. 4.1 Completion shall take place on the Completion Date at the offices of the Vendors’ Solicitors. 4.2 At Completion the Vendors shall deliver (where appropriate as agent for the Company) to the Purchaser: 4.2.1 transfers in respect of the Sale Shares duly executed by the registered holders in favour of the Purchaser or as it may direct; 4.2.2 certificates for the Sale Shares and any other documents which may be required to give good title to the Sale Shares and to enable the Purchaser to procure registration of the same in its name or as it may direct; 4.2.3 the resignations under seal of each of the directors (other than those requested in writing by the Purchaser to remain) and the secretary of the Company in the agreed form and confirmation under seal by each of the Vendors in the agreed form that the Vendors have no claims against the Company; 4.2.4 the Company’s certificate of incorporation, certificate of incorporation on change of name (if applicable), statutory registers, minute books, share certificate books and all other books (all duly written up to date); 4.2.5 any power of attorney under which any document required to be delivered under this clause 4.2 has been executed; 4.2.6 certified copies of board resolutions of the Company in the agreed form. 4.3 At Completion, the Purchaser shall: 4.3.1 deliver to the Vendors appropriate certificates in respect of the Consideration Shares; and 4.3.2 produce to the Vendors such evidence as the Vendors may reasonably require to show (i) that the provisions of clause 6.1 have been fully complied with and (ii) that the Consideration Shares have been issued to the Vendors credited as fully paid. 4.4 Immediately following Completion the Vendors shall procure that Ezee Whip Ice Cream (Overseas) Limited, and the Purchaser shall procure that the Company, enter into the Licence Agreement. 4.5 The solicitors to any party to this Agreement are authorised to take delivery on behalf of such party of any items under this agreement and their receipt shall be a good discharge for those items to the party and the solicitors to the party making delivery.
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Completion and Post Completion Matters. 4.1 Completion shall take place on the Completion Date Date:
(a) at the offices of the Vendors’ SolicitorsBuyer’s Solicitors at 9.00 am; or
(b) at any other place or time as agreed in writing by the Sellers and the Buyer.
4.2 At Completion the Vendors shall Sellers shall:
(a) deliver or cause to be delivered the documents and evidence set out in Part 3 of Schedule 3;
(where appropriate b) procure that a board meeting of the Company and each of the Subsidiaries is held at which the matters identified in Part 4 of Schedule 3 are carried out; and
(c) deliver any other documents referred to in this agreement as agent for being required to be delivered by them.
4.3 At Completion the CompanyBuyer shall:
(a) pay £80,000 on account of the Net Asset Value Consideration by CHAPS transfer to Sellers' Solicitors (who are irrevocably authorised to receive the same) at National Westminster Bank plc, ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Sort Code 55 61 02 ▇▇▇▇▇ ▇▇▇▇▇▇ LLP Clients Account ▇▇▇▇▇▇▇▇ and otherwise in accordance with clause 3.1 and pay £245,000on account of the Net Asset Value Consideration to the Purchaser:
4.2.1 transfers Buyer’s Solicitors who shall hold same to the order of the Sellers pending completion of the Sale and Leaseback Agreement. Payment made in accordance with this clause shall constitute a valid discharge of the Buyer's obligations in respect of the Sale Shares duly executed sum so paid;
(b) deliver a certified copy of the resolution(s) adopted by the registered holders in favour board of directors of GSE Inc authorising the issue of the Purchaser or as it may direct;
4.2.2 certificates Consideration Shares for the Sale Shares first instalment of the Adjusted Profit Consideration; and
(c) deliver a certified copy of the resolution adopted by the board of directors of the Buyer authorising the Transaction and the execution and delivery by the officers specified in the resolution of this agreement, and any other documents which may be required referred to give good title to the Sale Shares and to enable the Purchaser to procure registration of the same in its name or this agreement as it may direct;
4.2.3 the resignations under seal of each of the directors (other than those requested in writing by the Purchaser to remain) and the secretary of the Company in the agreed form and confirmation under seal by each of the Vendors in the agreed form that the Vendors have no claims against the Company;
4.2.4 the Company’s certificate of incorporation, certificate of incorporation on change of name (if applicable), statutory registers, minute books, share certificate books and all other books (all duly written up to date);
4.2.5 any power of attorney under which any document being required to be delivered under this clause 4.2 has been executed;
4.2.6 certified copies of board resolutions of the Company in the agreed form.
4.3 At Completion, the Purchaser shall:
4.3.1 deliver to the Vendors appropriate certificates in respect of the Consideration Shares; and
4.3.2 produce to the Vendors such evidence as the Vendors may reasonably require to show (i) that the provisions of clause 6.1 have been fully complied with and (ii) that the Consideration Shares have been issued to the Vendors credited as fully paidby it.
4.4 Immediately following As soon as possible after Completion the Vendors Sellers shall procure that Ezee Whip Ice Cream send to the Buyer (Overseasc/o the Buyer’s Solicitors) Limitedall records, correspondence, documents, files, memoranda and other papers relating to the Company and the Purchaser shall procure that Subsidiaries not required to be delivered at Completion and which are not kept at the Company, enter into the Licence AgreementProperty.
4.5 The solicitors to any party to this Agreement are authorised to take delivery on behalf of such party of any items under this agreement Buyer shall procure that after Completion the Company and/or its Subsidiaries shall establish a Bonus Pool calculated and their receipt shall be a good discharge for those items to the party and the solicitors to the party making deliveryoperated in accordance with Schedule 11.
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