Completion Procedures Clause Samples
Completion Procedures. It is agreed that notwithstanding the time limit set out in the Sale and Purchase Agreement, on the Application Date, the Vendor shall transfer the assets of Hexie Company to the Purchaser in accordance with the terms of the Sale and Purchase Agreement, and the Purchaser shall forthwith issue a confirmation to the Vendor in respect of the completion of assets transfer. After the Sale and Purchase Agreement and the Supplemental Sale and Purchase Agreement have become effective, the Purchaser shall unconditionally cooperate with the Vendor in respect of the payment of the withholding tax; after the transfer of the Equity Interest has been registered, the Purchaser shall unconditionally cooperate with the Vendor in respect of making the transfer of the balance of the escrow monies to the Vendor from the escrow account. If for any reason the escrow monies cannot be transferred to the Vendor from the escrow account, the Purchaser shall unconditionally cooperate with the Vendor in respect of refunding the Consideration to the Beijing Exchange and transferring any interest accrued on the escrow monies to the designated account of the Vendor. For the purpose of Completion, the Vendor and the Purchaser will, pursuant to the Tri- parte Escrow Agreement, arrange for, among other things, the aforesaid chops to be placed in escrow.
Completion Procedures. At or prior to the Completion, the Shareholders and the Purchaser shall take or cause to be taken all actions, steps and corporate proceedings necessary or reasonably desirable to validly and effectively approve or authorize the completion of the transactions herein provided for; and, upon fulfillment of all of the conditions set forth in Sections 4 and 5 hereof which have not been waived in writing as provided for therein:
(a) the Shareholders shall deliver or cause to be delivered to the Purchaser all documents required to be delivered hereunder, including, but not limited to the following:
(i) all of the certificates representing all of the Purchased Shares together with duly signed stock transfer forms transferring the same into the name of the Purchaser;
(ii) a certified copy of any power of attorney or other instrument under which this Agreement, any transfer of any Shares or any related document is executed on behalf of any Shareholder;
(iii) a letter in the form attached at Schedule D from the Auditors addressed to the Company in which they resign as auditors of the Company, confirm that they have no claim against the Company for professional fees or otherwise and make a statement to the effect that there are no circumstances commented with their ceasing to hold office which they consider should be brought to the attention of the members of the Company pursuant to section 394(1) of the Companies Act;
(iv) confirmations in a form reasonably satisfactory to the Purchaser in respect of the balances on each bank account of the Company at the close of business on the Business Day before the Completion Date;
(v) certificates of incorporation, certificates of incorporation on change of name, cheque books, bank mandates and books and records of each Company, and all certificates and documents of title relating to all the investments of each Company;
(vi) resignation letters from the present directors and secretary of each Company in the form attached at Schedule E;
(vii) the minute books and other statutory books (in each case written up to, but not including the Completion Date) and corporate seals (if any) of each of the Companies;
(viii) the Escrow Agreement executed by each of the parties thereto;
(ix) non-competition and non-solicitation agreements in favour of the Companies and the Purchaser in the forms attached as Schedule "F", from Maria ▇▇▇▇▇▇▇ ▇▇▇ ▇tephe▇ ▇▇▇▇▇▇;
(x) an enforceability opinion of solicitors to each of the Companies and the Shareh...
Completion Procedures