Completion Transactions Clause Samples
The Completion Transactions clause defines the specific actions and processes that must occur to finalize a transaction, such as the transfer of assets, payment of consideration, and delivery of necessary documents. In practice, this clause outlines the sequence of steps each party must take at closing, including the exchange of funds, signing of final agreements, and fulfillment of any outstanding obligations. Its core function is to ensure that all parties clearly understand their responsibilities at the point of completion, thereby reducing the risk of disputes and facilitating a smooth closing process.
Completion Transactions. On the Completion Date, subject to the satisfaction of the conditions set out in Article 8, subject to fulfillment of the Conditions Precedent as set out in Clause 8, Completion shall take place at 8:30 a.m. on the Completion Date in the offices of B▇▇▇▇ & McKenzie, legal advisor to the Issuer in the following manner:-
(a) On the Completion Date, the Subscriber shall have transferred through the Clearing House Automatic Transfer System (“CHATS”) in immediately available funds the sum in US dollars equal to the Subscriber’s Aggregate Subscription Price to an account opened with the Placing Agent;
(b) subject to the satisfaction of Clause 8 and other terms and conditions of this Agreement, including but not limited to the presentation of all required board approvals, shareholders’ approvals, certifications and other requested documentation, on the Completion Date, the Subscriber shall instruct the Placing Agent to transfer the Aggregate Subscription Price from its account with the Placing Agent to an Issuer’s account (information set out in Schedule A attached hereto) opened with the Placing Agent that is jointly operated by persons designated by the board of directors of the Issuer and satisfactory to China Biotech;
(c) subject to the satisfaction of Clause 8 and other terms and conditions of this Agreement, the Issuer, upon receipt of the applicable amount of the Aggregate Subscription Price shall issue a confirmation to the Subscriber and the Placing Agent; the Issuer shall also deliver the newly issued share certificates representing the Subscription Shares and Warrants to the Subscriber on the Completion Date and concurrently provide certified copies of the same to the Placing Agent; and
(d) subject to the satisfaction of Clauses 3, 8, and other terms and conditions of this Agreement, on the Completion Date, the Issuer shall issue a written instruction to the Share Transfer Agent authorizing and requesting the Share Transfer Agent to enter and record the name of the Subscriber in the register of members of the Issuer as registered shareholder of the Issuer. The Issuer shall take necessary steps to update the copy of the register of members maintained at the registered office of the Issuer in the British Virgin Islands in accordance with the relevant laws and regulations.
Completion Transactions. On the Completion Date, subject to the satisfaction of the conditions set out in Article 8, Completion shall take place at 10:00 a.m. on the Completion Date in the offices of B▇▇▇▇ & M▇▇▇▇▇▇▇, legal advisor to the Issuer in the following manner: