Completion arrangements Clause Samples

Completion arrangements. At Completion:

Completion arrangements. 5.1 Completion shall take place after the Conditions are fulfilled or waived (as the case may be) at the offices at such place as the parties may agree on the Completion Date, which shall be agreed by the parties, when the events detailed in clauses 5.2 to 5.4 and 5.7 shall take place. 5.2 On the Completion Date, the Seller shall deliver to or to the order of the Buyer: (a) a duly executed counterpart of the instrument of transfer in respect of the Sale Share completed in favour of the Buyer (or as it may direct); (b) all original share certificate(s) in respect of the Sale Share; (c) certified copies of the resolutions referred to in clause 5.3; (d) satisfactory evidence to the Buyer that the Shareholder’s Loan has been waived by the Group or capitalised for the relevant members of the Group on or before Completion Date; (e) (if applicable) letter(s) of resignation, in the agreed form, from the director(s), the company secretary and/or the auditors of the relevant Group Members in accordance with the Buyer’s instructions (if any) resigning their offices as such and acknowledging that they have no claim outstanding for compensation for loss of office or otherwise, including redundancy and unfair dismissal, such resignations to be tendered at a meeting of the Board, and meeting(s) of the board of directors of other relevant Group Members (where applicable), referred to in clause 5.3; and (f) evidence of release of the Security and the title deeds of the Properties. 5.3 The Seller shall procure that a meeting of the Board, and meeting(s) of the board of directors of other relevant Group Members (where applicable), is held before Completion at which: (a) the transfer of the Sale Share to the Buyer or its nominee(s) shall be resolved to be registered (subject to being duly stamped) notwithstanding any provision to the contrary in the Articles, and that the Buyer or its nominee(s) shall be approved for registration as the holder(s) of the Sale Share; (b) the cancellation of the existing share certificate(s) issued by the Company in favour of the Seller and the issue of a new share certificate in respect of the Sale Share in the name of the Buyer (or as it may direct) with the common seal of the Company affixed thereon shall be approved; (c) (if applicable) the resignation(s) of the director(s), the company secretary and/or the auditors of the Company and/or other Group Members in accordance with the Buyer’s instructions (if any), referred to in clause 5.2(e), s...

Completion arrangements. At Completion, the Vendor and the Purchaser will comply with the provisions of Schedule 5.

Completion arrangements. At Completion, the Seller and the Purchaser shall comply with their respective obligations as specified in Schedule 2.

Completion arrangements. 7.1 Completion is to take place on the Completion Date and before the Completion Time at the offices of the Sellers’ Solicitors, or elsewhere as they may reasonably direct. Commercial Condition 8.1.1 is varied accordingly. 7.2 On the Completion Date, the Buyers shall pay the Price to the Sellers. 7.3 On the Completion Date, the Sellers shall pay to the Buyers £250,000 which reflects the unexpired residue of any rent free periods in respect of the Properties. 7.4 The Buyers are to pay the money due on completion by direct credit to the Sellers’ Solicitors’ account at Lloyds TSB, 125 Colmore Row, Birmingham, Account ▇▇▇▇▇▇▇▇, Sort Code 30-00-03. The money is to be treated as paid to the Sellers at the time that it is received in that bank account. 7.5 If the money due on completion is received after the Completion Time, completion is to be treated for the purposes only of Commercial Conditions 8.3 and 9.3 as taking place on the next working day as a result of the Buyers' default. Commercial Condition 8.1.2 is varied accordingly.

Completion arrangements. (a) At Completion, the Seller and the Buyer shall do all (but not part only, unless the parties agree otherwise in writing) of those things listed in Schedule 2 (Completion arrangements). (b) If either party fails or is unable to comply with any of its obligations under Schedule 2 (Completion arrangements) (except, in the case of the Seller, its obligations under paragraph 1(b) provided always that this exception shall apply only where the Seller has used all reasonable efforts to comply with such obligation) (for the purposes of this Clause 5.2, the "Defaulting Party") on the Completion Date, then the other party may: (i) defer Completion (by notice to the Defaulting Party) to a date (being a Business Day) not less than 10 nor more than 20 Business Days after that date (in which case the provisions of this Clause 5.2 shall apply to Completion as so deferred); or (ii) proceed to Completion so far as practicable but without prejudice to that party's rights where the Defaulting Party has not complied with its obligations under this Agreement. (c) If the Defaulting Party fails or is unable to comply with any of its obligations under Schedule 2 (Completion arrangements) on Completion (subject to Clause 5.2(b)) or any date to which Completion is deferred in accordance with Clause 5.2(b), the other party shall have the right, in addition to its rights in Clause 5.2(b), to terminate this Agreement on such date by notice to the Defaulting Party. (d) If this Agreement is terminated in accordance with Clause 5.2(c), all rights and obligations of the parties under this Agreement (except under Clause 10 (Confidentiality and announcements), Clause 12 (Costs), Clause 15 (Liability and invalidity), Clause 20 (Notices) and Clause 21 (Governing law and jurisdiction)) 27 shall terminate and no party shall have any claim against the other, but without prejudice to the accrued rights and obligations of the parties before termination.

Completion arrangements. Subject to Section 2.06(1) or unless otherwise required by any South African Regulatory Requirements, the completion of the issuance of Equity Securities pursuant to the exercise of the Anti-Dilution Rights shall take place concurrently with and at the same place as, the completion of the Issuance giving rise to such exercise or at such other place, time or date as may be agreed by the Corporation and Gold Fields.

Completion arrangements. 5.2.1 Completion shall take place at the offices of the Buyer’s Lawyers or at another location agreed in writing between the Buyer and the Seller.

Completion arrangements. At Completion the Seller and the Purchaser shall each do, or shall procure the doing of, those things listed in schedule 1.