Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transacted: (a) the Company shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers; (b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and (c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing. 4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted: (a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and (b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing. 4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted: (a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and (b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing. 4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be). 4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may: (a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or (b) proceed to Completion so far as practicable; or (c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 30.1 Completion for the First Tranche shall take place at the principal place of business offices of the Company Seller on the Completion Date or at such other place time(s) and place(s) as the parties hereto shall determine on Parties may agree.
30.2 At Completion, the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transactedPurchaser shall:
(a) 30.2.1 Deliver to the Company shall deliver to each of the Subscribers Seller a certified copy of the board resolution of the Company approving and authorising board of directors of the Purchaser authorizing the execution and completion of this AgreementAgreement (the copy of the board resolution being certified as a true copy of the original by a director of the Purchaser) together with a true copy of any relevant powers of attorney (if any) pursuant to which this Agreement is to be executed.
30.2.2 Make payment of the Debt Repayment Amount as per Clause 5 above.
30.3 At Completion, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds Seller shall:
30.3.1 Deliver or cause to be delivered to each the Purchaser all of the SubscribersBusiness Assets including Business Plant and Machinery which are capable of transfer by delivery, with the intent that title in such Business Assets including the Business Plant and Machinery shall pass by such delivery by making the same available for collection at the place in which they are situate or such other place which may be mutually agreed upon by the Parties;
30.3.2 Deliver or cause to be delivered to the Purchaser (bor shall certify to the Purchaser an address or addresses for collection of originals of) all such records, documents, lists, catalogues, literature and materials as are included in the Company shall execute Business Assets and the First Tranche Instrument Business Plant and deliver a certified copy Machinery by making the same available for collection at the place in which they are situate or such other place which may be mutually agreed upon by the Parties;
30.3.3 Sign the assignment deeds in respect of the duly executed First Tranche Instrument to each Business Properties in favour of the Subscribers together with a duly executed Certificate Purchaser upon the Purchaser paying the stamp duty thereon, if any.
30.3.4 Deliver or cause to be delivered to the Purchaser all original deeds and documents of title (without prejudice to the other provisions of Clause 5.1.2) relating to any of the First Tranche; andBusiness Assets including the Business Plant and Machinery and the Business Properties in its possession;
(c) 30.3.5 Sign the Subscribers shall effect payment to novation deed and procure the Company signature of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇. ▇▇▇▇▇▇’▇▇▇ order issued by a licensed bank Security Services in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment respect of the conditions set out in Clause 3.4contract dated March 27, Completion of 2006 between the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument Seller and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇. ▇▇▇▇▇▇’▇▇▇ order issued by a licensed bank Security Services in Hong Kong for such face value favour of the Purchaser.
30.3.6 Make reasonable efforts to procure the written confirmation of the Employees confirming that they shall continue their employment with the Purchaser on the same terms and made payable conditions as they are currently employed with the Employees and shall provide the originals of the same to the Company or such party as the Company may direct in writingPurchaser.
4.3 Upon compliance with or fulfillment 30.3.7 Deliver a copy of an extract from the minutes of a meeting of the conditions set out in Clause 3.7, Completion board of directors of the Third Tranche shall take place at Seller authorising the principal place execution by the Seller of business of the Company or such other place this Agreement (those copy minutes being certified as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified true copy of the Third Tranche Instrument to original by the Subscribers secretary of the Seller) together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment true copy of any relevant powers of attorney pursuant to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment which this Agreement is to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.executed;
Appears in 1 contract
Sources: Business Transfer Agreement (Albany Molecular Research Inc)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place immediately after the signing and exchanging of this Agreement, at the principal place of business offices of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transactedPurchaser's Solicitors when:
(a) the Company Sellers shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds or cause to be delivered to each the Purchaser:
(i) transfers of the SubscribersShares duly completed in favour of the Purchaser or as it may direct;
(bii) the Company shall execute share certificates representing the First Tranche Instrument Shares (or an express indemnity in a form satisfactory to the Purchaser in the case of any found to be missing);
(iii) all the Statutory and deliver a certified copy Minute Books of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Company, Certificate of Incorporation and the First Tranche; andCertificate of Incorporation on Change of Name;
(civ) a letter from the Subscribers shall effect payment Bankers to the Company and dated with the date of an amount equal Completion, confirming that the existing fixed and floating charges created by the Company in favour of such Bankers have not crystallized and confirming that such Bankers do not have any claim over any of the assets of the Company;
(v) a letter of instruction to the face value Bankers to the Company and written confirmation from such Bankers that it will not allow any further debits from the bank account of the First Tranche Company until the authorised signatories of that bank account have been replaced pursuant to the instructions of the Convertible Bonds Purchaser;
(vi) the resignation of the auditors of the Company in accordance with section 394 of the proportion Companies ▇▇▇ ▇▇▇▇, confirming that they have subscribed for as set out in Schedule 3there are no circumstances connected with their resignation which should be brought to the notice of the members or creditors of the Company and that there are no fees due to them;
(vii) a letter from ▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇ ▇, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ order issued , London W 1 P 5HP acknowledging that any Intellectual Property Rights that he developed during his employment by a licensed bank in Hong Kong for such face value and made payable to Cougar are the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment property of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:Cougar; and
(aviii) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a Intellectual Property Rights Agreement, duly executed Certificate for the Second Tranche; andby Cougar.
(b) the Subscribers Sellers shall effect payment procure that all indebtedness due from any of the Sellers or any person connected with them to the Company shall be satisfied in full;
(c) all indebtedness due from the Company to any of an amount equal the Sellers (full particulars of which are contained in the Disclosure Letter) shall be satisfied in full without payment of interest;
(d) the Sellers shall cause a meeting of the Board of the Company to be held at which the Board shall:
(i) appoint such persons as the Purchaser may nominate as Directors and Secretary of the Company;
(ii) vote in favour of the registration of the Purchaser and/or its nominees as members of the Company subject only to the face value production of duly stamped and completed transfers in favour of the Second Tranche Purchaser and/or its nominees in respect of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/Shares;
(iii) appoint ▇▇▇▇▇ ▇▇▇▇▇▇’▇▇, ▇▇. ▇▇▇▇'▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7▇▇▇▇▇, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ as auditors; and
(iv) alter the accounting reference date of the Company to 1st January;
(e) the parties shall join in procuring that all existing bank mandates in Hong Kong force for the Company shall be altered (in such face value and made payable to Company or such party manner as the Company may direct in writing.Purchaser shall at Completion require) so as, inter alia, to reflect the resignations and appointments referred to above; and
4.4 No party (f) the Purchaser shall not be obliged to complete this Agreement unless the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto Sellers comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 the requirements of paragraphs (as the case may bea), (b), (d), and (e) of this Clause.
4.5 If 4.2 Upon completion of all the Company on matters referred to in sub-clause 4.1 the one hand Purchaser shall procure the allotment (or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (transfer, as the case may be) on or before of the date fixed Consideration Shares (less the Deferred Consideration Shares) to the Sellers.
4.3 If for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that any reason the provisions of this Clause 4 shall apply 4.1 are not fully complied with the Purchaser may elect (in addition and without prejudice to Completion as so deferred); or
(ball other rights or remedies available to it) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunderfix a new date for Completion.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 6.1 Completion for the First Tranche shall take place at the principal place of business of the Company Company's registered office (or such other place as the parties hereto Buyer and the Seller shall determine agree) on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transactedwhereupon:
(a) the Company Seller shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds cause to be delivered to each of the SubscribersBuyers (a) share transfer(s) into the name of each of the Buyers in respect of 50% of the then total issued share capital of the Company duly executed and accompanied by the relevant share certificate(s);
(b) the Company Seller shall execute procure the First Tranche Instrument and deliver a certified copy of the transfers mentioned in clause 6.1
(a) shall be approved for registration (subject to their being represented duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; andstamped);
(c) the Subscribers Seller shall effect payment procure that all minute books, share registers and other statutory books (duly written up to date), the common seal and share certificate books, Certificate of Incorporation and copies of the Memorandum and Articles of Association of the Company of an amount equal shall be delivered to or made available for collection by the face value of Buyers;
(d) the First Tranche of the Convertible Bonds in the proportion Seller shall procure that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4▇▇, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇▇ order issued by a licensed bank in Hong Kong for such face value ▇▇▇▇▇ and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇▇ order issued by ▇▇▇▇▇▇▇ resign as officers of the Company and that a licensed bank resolution of the Company is passed for the Company to adopt new Articles of Association in Hong Kong for such face value and made payable to Company or such party form as the Company Buyers may direct reasonably require;
(e) the Seller shall procure that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ resign as officers of Hago Products Limited;
(f) the Seller shall procure that ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ resign as trustees of the Beldray Pension Scheme;
(g) the Seller shall procure that the deeds relating to the Property which are in writing.
4.4 No party the Seller's possession or control shall be obliged delivered to complete or/made available for collection by the subscription for and Buyers; and
(h) the issue of each of Seller shall procure that the First Tranche, appropriate forms to amend the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If mandate given by the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) its bankers are supplied to the extent that the other party shall not have complied with its obligations thereunderBuyers.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Krug International Corp)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business offices of the Company or such other place as Purchaser's Solicitors immediately after the exchange of this agreement when the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together comply with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for their respective obligations as set out in Schedule 3this clause.
4.2 The Vendors shall deliver to the Purchaser or (at the option of the Purchaser) to its nominee(s):-
4.2.1 duly executed share transfers in respect of the Shares in favour of the Purchaser or as it may direct, such payment to be made by way of a cheque drawn on a licensed bank together with the relevant share certificates;
4.2.2 written resignations and releases executed as deeds in Hong Kong/the Agreed Form from all persons other than Vinc▇▇▇ ▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value ▇▇▇ Malc▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ ▇▇▇, on or immediately prior to Completion, may be directors or secretaries of the Company, resigning their offices and made payable to releasing the Company from all claims and rights of action whether by way of compensation, remuneration, redundancy payments or such party as otherwise except for accrued remuneration and reasonable business expenses (if any) for the Company may direct in writing.month then current;
4.2 Upon compliance 4.2.3 the unqualified resignation with or fulfillment of the conditions set out in Clause 3.4, effect from Completion of the Second Tranche shall take place at the principal place of business present Auditors as auditors of the Company by notice in accordance with section 392 of the Companies Act which shall contain a statement in accordance with section 394 of the Companies Act together with confirmation that they have no claims against the Company for unpaid fees or expenses;
4.2.4 The certificate of incorporation and the Memorandum and Articles of Association of the Company and the registers and books required by the Companies Act to be kept by it all of which shall be written up to date as at Completion;
4.2.5 a letter from the Vendors specifying the whereabouts of any title deeds, agreements, books and records and other documents of the Company which shall not be held at the Property and directing the holders of them to deliver them up to the Purchaser's authorised representatives immediately upon request;
4.2.6 certificates from each of the banks at which the Company maintain accounts of the amounts standing to the credit or debit of such other place as accounts at the parties hereto shall determine close of business on the Second Tranche second business day preceding Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for list of all unpresented cheques and uncleared lodgements which upon presentation or clearance would be debited or credited to such accounts.
4.3 The Vendors shall on the Second Tranche; andCompletion Date:-
(b) the Subscribers shall effect payment to 4.3.1 procure that none of them or any of their Associates has any claims or rights of action against the Company and that the Company is not in any way obligated or indebted to any of an amount equal them or to the face value any such Associates save for arrears of the Second Tranche salary and reasonable business expenses no more than one month due, for bonuses not to exceed 81,026.55 pounds in aggregate in respect of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3bonuses due to Mich▇▇▇ ▇▇▇▇▇ ▇▇▇c▇▇▇ ▇▇▇▇▇ ▇▇▇e▇, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇ne ▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇ Vinc▇▇▇ ▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank ▇▇▇ save for indebtedness not exceeding 250,000 pounds owed to Infomart in Hong Kong for such face value respect of services supplied prior to Completion; and
4.3.2 procure that each of them and made payable their Associates shall have repaid to Company or such party as the Company all sums which may direct be owed by any of them to the Company on any account whatsoever, whether or not such sums shall be due and payable on or before Completion;
4.3.3 deliver to the Purchaser letters executed as deeds in writingthe Agreed Form confirming that they have complied with clauses 4.3.1 and 4.3.2 and irrevocably and unconditionally releasing the Company from all obligations and liabilities as contemplated by clause 4.3.1.
4.4 No party The Vendors shall procure that a board meeting of the Company will be obliged held which will transact the following business:-
4.4.1 ( subject only to complete them being stamped) the subscription for approval of the transfers of the Shares referred to in clause 4.2.1 and the issue Purchaser and/or its nominee(s) being entered in the register of each members of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (Company as the case may be).
4.5 If holders of the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not Shares specified in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.those transfers;
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 5.1 Completion for the First Tranche shall take place at the principal place of business offices of the Company Seller's Solicitors on the Completion Date or at such other place and/or on such earlier date as may be agreed between the parties hereto parties.
5.2 On or before Completion the Seller shall determine on procure and the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses Buyer shall be transactedpermit that:
(a) the Company shall deliver all loans and debts due to each any member of the Subscribers a certified copy Seller's Group in respect of or in relation to the Hardware Business from, and all loans and debts due from any member of the board resolution Seller's Group in respect of or in relation to the Company approving and authorising the execution and completion of this AgreementHardware Business to, the Instruments Seller and every other entity in the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to Seller's Group shall be delivered to each of the Subscribersrepaid or paid in full;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy all loans due to any member of the duly executed First Tranche Instrument Seller's Group in respect of or in relation to each the Hardware Business from, and all loans due from any member of the Subscribers together with a duly executed Certificate Seller's Group in respect of or in relation to Hardware Business to, directors or employees of any member of the First Tranche; andSeller's Group in respect of or in relation to the Hardware Business shall be repaid in full;
(c) all salaries, directors' fees, expenses and bonuses (if any) of all directors and employees of the Subscribers Seller engaged in or employed in respect of the Hardware Business shall effect payment be paid up to the Company of an amount equal Completion Date including any pro-rated amounts for the period up to the face value of Effective Date.
5.3 On Completion the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment Seller shall cause to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable delivered to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transactedBuyer:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy minutes of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value meetings of the Second Tranche board of directors of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for Seller and the issue of each of Sellers Guarantor approving the First Tranche, the Second Tranche transactions contained in this Agreement to which they are party and the Third Tranche or perform any obligations hereunder unless all documents referred to herein and authorising the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 execution thereof by the Seller and the Sellers Guarantor (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; orphysical possession of all the Assets capable of passing by delivery with the intent that title in such Assets shall pass by and upon such delivery;
(c) rescind duly executed agreements in the agreed terms for the assignment or novation of the benefit of the Business Contracts to the Buyer, or as the Buyer shall direct, and all requisite consents and licences therefor;
(d) a duly executed assignment in the agreed terms to vest the the Goodwill in the Buyer or as the Buyer shall direct;
(e) all documents of title and certificates for the lawful operation and use of, and all service documents pertaining to, the Fixed Assets and the Stock;
(f) duly executed Trade ▇▇▇▇ Assignments, Baltimore Licence and Sureware Licence in the agreed terms of the Business Intellectual Property;
(g) all documents of title, certificates, deeds, licences, agreements and other documents relating to the Business Intellectual Property and all manuals, drawings, plans, documents and other materials and media on which the Business Information is recorded;
(h) the Business Contracts and the books, accounts, reference lists of customers, credit reports, price lists, cost records, work tickets, catalogues, advertising and all other documents, papers and records in the possession or under the control of the Seller relating to the Hardware Business or any of the Assets duly written up to the Completion Date;
(i) all files and documentation in relation to the Trade Marks including those of advisers to include correspondence from and to any Trade ▇▇▇▇ Registry and any searches or search results;
(j) the Records;
(k) subject to the terms of this Agreement and the Transitional Services Agreement, a written acknowledgement executed as a deed from the Seller that all arrangements to which the Seller is a party and which affect the Hardware Business or Assets other than the Business Contracts have been cancelled by mutual agreement and without prejudice, any compensation or damages being payable by either party to the other;
(l) all National Insurance PAYE records fully completed in each case, respect of the Employees and showing that payments are up to that party's rights date;
(whether under this Agreement generally m) the duly executed Transitional Services Agreement;
(n) the duly executed Lease;
(o) all necessary licences permits authorisation or under this Clauseauthorities (public or private) to enable the extent that Seller to carry on the other party shall not have complied Hardware Business as currently carried on and in accordance with its obligations thereunderlaw;
(p) the duly executed Trusted World Partnership Agreement between BTL and AEP Systems Limited in the agreed terms;
(q) the duly executed Licence and Licence List X;
(r) the duly executed Deed of Covenant.
(s) the duly executed Reseller Agreement.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Baltimore Technologies PLC)
Completion. 4.1 Upon compliance with or fulfillment 5.1 Completion of the conditions set out in Clause 3.1, Completion for sale and purchase of the First Tranche Sale Shares and the assignment of the Shareholder’s Loan under this Agreement shall take place on the Completion Date at the principal place of business of the Company 11:00 a.m. at Room 1905, 19th Floor, Queen’s Place, No.74 Queen’s Road Central, Central, Hong Kong (or such other place and time as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. may agree in writing) when all (but not part only) of the following businesses business shall be transacted:transacted:-
(a) the Company Vendors shall deliver to each the Purchaser:-
(1) sold notes and instruments of transfer in respect of Sale Shares duly executed by the Vendors and/or the registered holder of the Subscribers a certified copy Sale Shares;
(2) resignation letters of ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as directors and ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as secretary of the board resolution Company, confirming no claim against the Company for loss of office;
(3) the original Title Certificates and the keys to the Properties;
(4) all the Company’s statutory books of account and records, the company chop, the common seal, together with all unissued share certificates of the Company, certificate of incorporation and copies of the memorandum and articles of association of the Company approving and authorising in the execution and completion possession of this Agreement, the Instruments Vendors; and
(5) the Deed of Assignment of the Shareholder’s Loan duly executed by Super Insight and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;Company,
(b) the Company Purchaser shall execute deliver to the First Tranche Instrument and deliver a certified copy Vendorsr:-
(1) evidence of bank transfer in respect of the consideration specified in Clause 4.l(b);
(2) bought notes and instruments of transfer in respect of Sale Shares duly executed First Tranche Instrument by the Purchaser and/or the registered holder;
(3) consent to each act as directors and company secretary by persons nominated by the Purchaser;
(4) a deed of undertaking duly executed by the Purchaser to the Stamp Office of the Subscribers together with a Hong Kong Inland Revenue Department in respect of his share of stamp duty assessable in respect of the transaction contemplated under this Agreement; and
(5) the Deed of Assignment of Shareholder’s Loan duly executed Certificate of by the First Tranche; andPurchaser.
(c) the Subscribers Vendors shall effect payment to procure that board meeting of the Company of an amount equal be held and resolutions be passed to approve (i) the face value transfer of the First Tranche Sale Shares, subject to payment of stamp duty (if required) and (ii) the appointment of persons nominated by the Purchaser as directors and company secretary of the Convertible Bonds in Company and acknowledge the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way resignation of a cheque drawn on a licensed bank in Hong Kong/▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇’▇▇ order issued by a licensed bank in Hong Kong for and ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as directors and ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ as secretary of the Company.
5.2 If the Purchaser fails to complete the purchase on the Completion Date (unless such face value and made payable failure is due to the Company wilful default of the Vendors) or such party as if the Company may direct in writing.
4.2 Upon compliance Purchaser fails to observe or comply with or fulfillment any of the conditions set out in Clause 3.4, Completion the Proposed Sale or if the balance of the Second Tranche purchase price shall take place not be paid on the due date for payment thereof, the deposit referred to in Clause 4.1 shall be absolutely forfeited by the Vendors as and for liquidated damages and not as penalty and the Vendors shall be at liberty, if the principal place of business of Vendors see fit, to rescind this Agreement and to retain the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to resell the Company or such party any part or parts thereof by public auction or public or private tender or private contract or partly by the other or others and subject to any conditions and stipulations as the Company Vendors may direct think fit without notice to the Purchaser. Any deficiency arising from such resale (after giving credit for monies forfeited as aforesaid) and all expenses attending the same or any attempted resale shall be made good and paid by the Purchaser as and for liquidated damages and not as penalty and any increase in writingprice realized by any such resale shall belong to the Vendors.
4.3 Upon compliance with or fulfillment 5.3 In the event of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged Vendors failing to complete the subscription for and sale in accordance with the issue of each of the First Trancheterms hereof, the Second Tranche and deposit paid by the Third Tranche or perform any obligations hereunder unless all Purchaser to the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as Vendors pursuant to the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand provisions hereof shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreementreturned, without prejudice, in each caseinterest, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunderPurchaser.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Immtech Pharmaceuticals, Inc.)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 6.1 Completion for the First Tranche shall take place at the principal offices of the Vendor’s Solicitors within 21 days after this Agreement has become unconditional or at such other place and time as shall be mutually agreed.
6.2 At Completion, the Vendor shall:
6.2.1. deliver or cause to be delivered to the Purchaser:
a. (if not previously delivered) a certified true copy of business the minutes of the meeting of the board of directors of the Vendor approving this Agreement and the execution and completion thereof and of all documents contemplated thereunder;
b. a duly executed instrument of transfer in respect of the Purchase Shares in favour of the Purchaser (or its nominees) accompanied by the relevant certificates for the Purchase Shares;
c. all powers of attorney (if any) or other authorities (if any) under which the transfer in respect of the Purchase Shares have been executed;
d. duly executed transfers and sold notes in favour of the Company (or its nominees) in respect of such shares in the Subsidiaries as are registered in the names of nominee holders on behalf of the Company, together with the relevant share certificates;
e. (if not previously delivered) a certified true copy of a legal opinion prepared by a Bermudan lawyer on the procedure and legality of the Share Buyback and Cancellation of Shares to the reasonable satisfaction of the Purchaser;
f. certified true copies of all documents, included but not limited to the shareholders and board resolution, in relation to the Share Buyback and Cancellation of Shares;
g. Certificate of Compliance dated the Completion Date issued by the registered agent of the Company;
h. certified copies of the Register of Directors and Officers and Register of Members updated as at the Completion Date certified by the registered agent of the Company;
i. if applicable, the resignation of the Auditors as the auditors of the Company;
j. all confirmation letters in relation to agreements concerning the Company or any of its Subsidiaries which can be terminated upon a change in control of the relevant Group company being obtained from the other contracting parties confirming their agreement not to terminate such agreements by reason of the transactions contemplated under this Agreement and all notices in relation to agreements concerning the Company or any of its Subsidiaries which are required to be sent to the other contracting parties upon a change in control of the relevant Group company; k. termination documents of the two Support Services Agreement dated 31 December 2004 and 2 January 2006 respectively both made between the Company and the Vendor with effect from 30 June 2006;
l. the Deed of Indemnity and its counterparts duly executed by the Vendor;
m. all the statutory and other books and records (including financial records) duly written up to date of each member of the Group and their respective certificate(s) of incorporation, current business registration certificate(s) and common seal(s) and any other papers, records and documents of each member of the Group;
n. evidence that the current and all other liabilities of any member of the Group as stated in the Accounts and the Agreed SPA Accounts, including but not limited to the Inter-group Management Fee, Inter-group SRS Expenses Stock Option, sums payable under the Group’s commission and bonus scheme and long-service payment and/or severance payment and/or any compensation to any departing officer of the Group who has resigned or whose employment contract is terminated within 3 months prior and after the signing of this Agreement, have been paid and fully settled by the Company or adequate and proper provisions or reserves have been made in the Accounts (and reflected in the Agreed SPA Accounts) for such settlement out of the Agreed Net Current Asset Value;
o. evidence that all loans (if any) or other indebtedness (if any) due or owing to any member of the Group by any of the Vendor or Directors or other officers of any member of the Group have been repaid in full or adequate and proper provisions or reserves have been made in the accounts (and reflected in the Agreed SPA Accounts) for such settlement out of the Agreed Net Current Asset Value; p. such other place documents as may be required to give to the parties hereto shall determine on Purchaser good title to the First Tranche Completion Date at 4.00 p.m. when all (Purchase Shares and to enable the Purchaser or its nominees to become the registered holders thereof including but not part only) of the following businesses shall be transacted:
(a) the Company shall deliver limited to each of the Subscribers a certified copy of the board resolution resolutions of the Company approving and authorising the execution and completion transfer of this Agreement, the Instruments Purchase Shares from the Vendor to the Purchaser and the issue registration thereof in the Company’s Register of the Convertible Bonds Members; and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;
q. (bif not previously delivered) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument Agreed SPA Account signed and confirmed by the Vendor.
6.2.2. cause such persons as the Purchaser may nominate to be validly appointed as directors of each member of the Subscribers together with a duly executed Certificate of Group and upon such appointment forthwith cause the First Tranche; and
(c) Directors other than the Subscribers shall effect payment Continuing Directors to resign from their respective offices and as employees, each delivering to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds Purchaser a letter under seal in the proportion that they have subscribed for as form set out in Schedule 3, 5 acknowledging that the person so retiring has no claim outstanding for compensation or otherwise;
6.2.3. cause such payment persons as the Purchaser may nominate to be made by way validly appointed as secretary of a cheque drawn on a licensed bank each member of the Group and upon such appointment forthwith cause the secretary (as listed in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value Schedules 1 and made payable 2) to resign from his respective office and as employee, delivering to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver Purchaser a certified copy of the Second Tranche Instrument letter under seal similar to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as form set out in Schedule 3, such payment to be made by way 5 acknowledging that the person so retiring has no claim outstanding for compensation or otherwise; and
6.2.4. procure the revocation of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable all authorities to the Company or bankers of each member of the Group relating to bank accounts and procure the giving of authority to such party persons as the Company Purchaser may direct in writingnominate to operate the same.
4.3 Upon compliance with or fulfillment 6.3 Against delivery of all the documents and completion of the conditions matters set out in Clause 3.7Clauses 6.2, Completion the Purchaser shall:
6.3.1 wire transfer the total amount of the Third Tranche shall take place at Consideration to the principal place of business of the Company Vendor (or such other place payment method as the parties hereto shall determine on Vendor may direct); and
6.3.2 deliver to the Third Tranche Completion Date at 4:00 p.m. when all (but not part onlyVendor the counterpart(s) of the following businesses shall be transacted:Deed of Indemnity duly executed by the Purchaser.
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument 6.4 Without prejudice to any other remedies available to the Subscribers together Purchaser, if in any respect the provisions of Clause 6.2 are not complied with a duly executed Certificate for by the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company Vendor on the one hand or Completion Date the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default Purchaser may:
(a) 6.4.1 defer Completion to a date not more than 10 Business Days date, to be mutually agreed with the Vendor after the said date Completion Date (and so that the provisions of this Clause 4 6.4 shall apply to Completion as so deferred); or
(b) 6.4.2 proceed to Completion so far as practicablepracticable (without prejudice to its rights hereunder); or
(c) 6.4.3 rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment 6.1 The sale and purchase of the conditions set out in Clause 3.1, Completion for the First Tranche Sale Shares shall take place be completed at the principal place of business offices of the Company Purchaser's Solicitors at 12 noon on 1 October 1999 (or at such other time or place as the parties hereto shall determine on agree).
6.2 On Completion the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of Vendors shall deliver or cause to be delivered to the following businesses shall be transactedPurchaser:
(a) the Company shall deliver to each duly executed stock transfer forms in respect of the Subscribers a certified copy Sale Shares together with the related share certificates (such stock transfer forms to be in favour of the board resolution Purchaser or its nominees, as the Purchaser shall direct) together with such waivers, consents, or other documents as the Purchaser may require to enable it or its nominees to be registered as the holders of the Company approving Sale Shares free from all Encumbrances and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribersother adverse rights whatsoever;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to an acknowledgement from each of the Subscribers together with Vendors to the Purchaser and the Company executed as a deed to the effect that save in relation to remuneration or reimbursement of expenses incurred in relation to his or her employment, there is no outstanding indebtedness owing at Completion from the Company to such Vendor or to any such Vendor's Affiliate or vice versa;
(c) letter of resignation in the agreed form from the secretary of the Company;
(d) letter of resignation from ▇▇ ▇▇▇▇ as a director of the Company and a compromise agreement in the agreed form between the Company and Mr P ▇▇▇▇'▇ duly executed Certificate by the parties in compliance with the provisions of section 203 of the First TrancheEmployment Rights ▇▇▇ ▇▇▇▇; in the agreed form from Mr P ▇▇▇▇;
(e) the statutory books of the Company complete and accurate up to Completion and any company seal, certificates of incorporation, certificates of incorporation on change of name and all unused share certificates of the Company and all cheque books of the Company;
(f) the Tax Deed duly executed by the Vendors;
(g) the Disclosure Letter;
(h) revised service agreement in the agreed form between the Company and Ms T ▇▇▇▇▇▇ and a consultancy agreement in the agreed form between the Company and Mr P ▇▇▇▇ duly executed by the parties;
(i) the Escrow Agreement duly executed by the Vendors and the Vendors' Solicitors;
(j) letters of non-crystallisation in the agreed form executed by NatWest Bank plc; and
(ck) the Subscribers shall effect payment such other documents relating to the Company as the Purchaser shall reasonably require.
6.3 On Completion the Vendors shall procure the holding of an amount equal a meeting of the directors of the Company at which the directors of the Company shall:
(a) (subject to stamping) approve the transfers to the face value Purchaser (or its nominees) of the First Tranche Sale Shares;
(b) appoint ▇▇▇▇▇ ▇▇▇▇ as chairman, Sar Ramadan and ▇▇▇▇▇▇ ▇▇▇▇▇▇ as additional directors of the Convertible Bonds Company and delegate to ▇▇▇▇▇ ▇▇▇▇▇▇ the following operating powers:
(i) all UK direct and indirect channel sales responsibility ;
(ii) all UK marketing functions and responsibilities;
(iii) all UK finance and accounting functions;
(iv) all responsibility and authority in respect of UK service delivery covering all direct and channel support service including but not limited to consulting, education and maintenance revenues; and
(v) direct line management responsibility for all UK managers but provided that the Purchaser shall have an indirect reporting relationship with UK financial controllers; provided that the Purchaser shall remain responsible after due consultation with ▇▇▇▇▇ ▇▇▇▇▇▇ for establishing strategy and corporate policies in the proportion that they UK in areas including but not limited to finance, accounting, legal and human resources and ▇▇▇▇▇ ▇▇▇▇▇▇ shall have subscribed for as the operating powers set out above in Schedule 3order to implement such strategic policies, but only pursuant to a business plan which has been reviewed and approved by the Purchaser (such payment approval not to be made by way unreasonably withheld):
(c) appoint TJG Secretaries Limited of a cheque drawn on a licensed bank in Hong Kong/Carmelite, ▇▇ ▇▇▇▇▇▇’▇▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7▇▇▇▇, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party ODX as the new secretary of the Company;
(d) accept the resignations referred to in sub-clauses 6.2(c) and (d) relating to the Company;
(e) approve the documents referred to in sub-clause 6.2(h) and authorise one or more of the directors referred to in sub-clause (b) of this clause to execute the same on behalf of the Company;
(f) change the registered office of the Company may direct in writingto Carmelite, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ODX;
(g) cancel the existing mandates to the Company's bankers and replace them with new mandates as requested by the Purchaser; and
(h) pass any other resolutions reasonably requested by the Purchaser.
4.4 No party 6.4 On Completion the Purchaser shall deliver to the Vendors or to the Vendors' Solicitors (whose receipt shall be obliged a sufficient discharge):
(a) a counterpart of the Tax Deed duly executed by the Purchaser;
(b) a certified copy of instructions to complete the subscription for Purchaser's Transfer Agent to prepare Share Stock Certificates in favour of the Vendors in respect of the number of Escrow Shares set out against their respective names in schedule 1;
(c) a counterpart of the Escrow Agreement duly executed by the Purchaser and the issue of each Purchaser's Solicitors;
(d) an opinion in the agreed form from ▇▇▇▇▇▇▇ Coie regarding (inter alia) the corporate authorisation and constitutional power of the First Tranche, Purchaser to enter into the Second Tranche arrangements and agreement contemplated by this agreement.
6.5 The Purchaser and the Third Tranche or perform any obligations hereunder unless all Vendors agree that the parties Vendors shall have those rights with respect to the Exchange Shares on the same terms and conditions, and subject to the same obligations, as provided in sections 1.3 and 1.12 of the Amended and Restated Investors' Rights Agreement dated 14 December 1998 by and among the Purchaser and the shareholders of the Purchaser named therein, a copy of which is attached hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as Exhibit A . The Vendors shall be deemed to be "Holders" and "the case may be)Exchange Shares" held by the Vendors shall be deemed to be "Registrable Securities" for purposes of sections 1.3 and 1.12 of the Investors' Rights Agreement.
4.5 If 6.6 The Purchaser warrants to the Company on Vendors that the one hand or granting of the Subscribers on rights to the other hand shall be unable Vendors referred to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party in clause 6.5 does not in default mayeither:
(a) defer Completion require an amendment to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred)Investor Rights Agreement; or
(b) proceed conflict with any other obligations of the Purchaser.
6.7 On Completion the Purchaser shall on account of its obligation under sub-clause 3.1 cause the sum of US$5,000,000 to Completion so far as practicable; orbe paid by electronic funds transfer to the bank account of the Vendors' Solicitors at NatWest Bank plc, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ sort code 560005 , Account No: ▇▇▇▇▇▇▇▇ and payment made in accordance with this clause shall constitute a good discharge for the Purchaser of its obligations under clauses 3.1
(ca) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that of the other party payment so made) and 3.2(a).
6.8 On or as soon as practicable after Completion, the Escrow Shares which each Vendor is entitled to receive pursuant to clause 3 of this agreement shall not have complied without any act of such Vendor be registered in the name of the relevant Vendor and shall be deposited in escrow in accordance with its obligations thereunderthe provisions of the Escrow Agreement.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Onyx Software Corp/Wa)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Unless otherwise agreed Completion for the First Tranche shall take place at the principal place of business offices of the Company Purchaser's Solicitors on or such other place as the parties hereto shall determine before 2.00 p.m. on the First Tranche Completion Date at 4.00 p.m. when all Date.
4.2 On Completion the Vendor shall:-
(but not part onlyA) deliver to the Purchaser:-
(i) duly executed transfers of the following businesses shall be transacted:Shares in favour of the Purchaser or the Purchaser's nominee(s) together with the share certificates therefor or an indemnity in a form reasonably required by the Purchaser in the case of any missing share certificates;
(aii) to the Company shall deliver to extent not given in this Agreement, irrevocable powers of attorney in the Agreed Form executed by each of the Subscribers a certified copy registered holders of the board resolution Shares authorising the Purchaser or its nominees to exercise all voting and other rights attaching to the Shares until registration of the Company approving Purchaser or such nominees as the holder(s) thereof;
(iii) share certificates in respect of all the issued shares in the Subsidiary and authorising duly executed transfers in blank in respect of all of such shares not registered in the execution and completion of this Agreement, the Instruments and the issue name of the Convertible Bonds Company;
(iv) the Certificate(s) of Incorporation the Common Seal Minute Book Register of Members (duly written up to date) Share Certificate book and the Certificates for the Convertible Bonds to be delivered to all other statutory records of each of the SubscribersCompanies;
(bv) the Company shall execute the First Tranche Instrument and deliver a certified copy of the Tax Deed duly executed First Tranche Instrument to as a deed by each of the Subscribers together with Covenantors therein mentioned;
(vi) a duly confirmation in Agreed Form executed Certificate as a deed by each of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/Vendor and Mr. ▇. ▇▇▇▇▇▇ ▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company effect that (except as expressly therein mentioned) he has no claim whether as officer employee or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment otherwise against any of the conditions set out in Clause 3.4, Completion Companies and that none of the Second Tranche shall take place at Companies is in any way indebted to him; 9
(vii) the principal place written resignations of business each of the Directors and the Secretary of each of the Companies, each such resignation to be executed as a deed and to confirm that the person resigning has no claims against such Company for compensation for loss of office or otherwise;
(viii) the written resignations of the auditors of each of the Companies, each such other place as resignation to be in the parties hereto shall determine on form required by Section 394 of the Second Tranche Completion Date at 4:00 p.m. when all (but not part onlyCompanies Act and to confirm that such Auditors are of the opinion that there are no circumstances of the nature referred to in Section 394(1) of the following businesses shall Companies Act that need to be transacted:brought to the attention of the members or creditors of such Company in connection with their resignation;
(aix) a statement showing the Company shall execute the Second Tranche Instrument and deliver a certified copy balances on all bank accounts of the Second Tranche Instrument Group at the latest practicable date prior to the Subscribers Completion together with a duly executed Certificate list of all sums received and cheques drawn in excess of (pound)1,000 for any one item since the Second Tranche; anddate of the relevant statement;
(bx) all cheque books and credit cards of the Group and a letter to each of the bankers of the Group, signed by sufficient duly authorised signatories, cancelling the existing mandates of the Group and authorising the bankers to deal with such authorised representatives as the Purchaser shall nominate in relation to the terms of any replacement mandates therefor;
(xi) the Subscribers shall effect payment title deeds to the Company of an amount equal Properties (except to the face value extent in the possession of mortgagees or other security holders as specifically disclosed, with reference to this Clause, in the Disclosure Letter).
(B) repay or procure the repayment in full of all amounts owing (even if not due for repayment) to the Group by the Vendor or any of his connected persons or associates and shall procure that all guarantees or indemnities given by or binding on any of the Second Tranche Companies in respect of any liabilities or obligations (actual or contingent) of the Convertible Bonds in Vendor or any of such connected persons or associates are fully and effectively released without cost to any of the proportion Companies.
(C) procure that they have subscribed for as set out in Schedule 3each of the Vendor, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/Mr. ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.Mr.
Appears in 1 contract
Sources: Agreement for Sale and Purchase of Shares (Elcom International Inc)
Completion. 4.1 Upon compliance with Part 1: What the Sellers shall deliver to the Buyer at Completion
1. At Completion, the Sellers shall deliver or fulfillment of cause to be delivered to the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of Buyer the following businesses shall be transacteddocuments and evidence:
(a) the Company shall deliver to each transfers of the Subscribers a certified copy Sale Shares executed by the registered holders in favour of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersBuyer or its nominees;
(b) the share certificates for the Sale Shares in the names of the registered holders or an indemnity in the agreed form for any lost certificates;
(c) the waivers, consents and other documents required to enable the Buyer and/or its nominees to be registered as the holders of the Sale Shares including, but not limited to, those relating to limitations on transfer of shares/pre-emption rights contained in the Articles of Association;
(d) an irrevocable power of attorney in agreed form given by the Sellers in favour of the Buyer or its nominees to enable the Buyer (or its proxies) to exercise all voting and other rights attaching to the Sale Shares before the transfer of the Sale Shares is registered in the register of members;
(e) the original of any power of attorney under which any document to be delivered to the Buyer under this paragraph 1 has been executed;
(f) The statutory registers and minute books (written up to the time of Completion), certificate of incorporation and any certificates of incorporation on change of name of the Company;
(g) the written resignation, executed as a deed and in the agreed form, of the directors and secretaries of the Company shall execute from their offices and employment with the First Tranche Instrument Company and deliver in each case acknowledging under seal that he has no claim against the Company whether for loss of office or otherwise;
(h) the written resignation of the auditors of the Company by:
(i) a statement that there are no circumstances connected with the auditors´ resignation which should be brought to the notice of the members or creditors of the Company; and
(ii) a written assurance that the resignation and statement have been, or will be, deposited at the registered office of the Company in accordance with section 394 of the Companies ▇▇▇ ▇▇▇▇;
(i) a copy of the new articles of association of the Company appropriate for filing at Companies House;
(j) a certified copy of the duly executed First Tranche Instrument to each minutes of the Subscribers together with a duly executed Certificate board meetings held pursuant to Part 2 of this Schedule 3;
(k) in relation to the First TrancheCompany:
(i) statements from each bank at which it has an account, giving the balance of each account at the close of business on the last Business Day before Completion;
(ii) all cheque books in current use and written confirmation that no cheques have been written since those statements were prepared;
(iii) details of their cash book balances; and
(civ) reconciliation statements reconciling the cash book balances and the cheque books with the bank statements delivered;
(l) the Subscribers shall effect payment to Deed of Surrender.
(m) The New Lease
(n) evidence, in agreed form, that any indebtedness or other liability of the kind described in paragraph 13 of Part 2.1 (Transactions with Warrantors) has been discharged;
(o) evidence, in agreed form, that the Company of an amount equal to has been discharged from any responsibility for the face value of indebtedness, or for the First Tranche of the Convertible Bonds default in the proportion that they have subscribed for as set out in Schedule 3performance of any obligation, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such any other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Trancheperson; and
(bp) the Subscribers shall effect payment all charges, mortgages, debentures and guarantees to which the Company of an amount equal is a party and, in relation to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, each such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value instrument and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance any covenants connected with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transactedit:
(ai) a sealed discharge or release in the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Trancheagreed form; and
(bii) the Subscribers shall effect payment to the Company of an amount equal to the face value a sworn and completed Form 403a (declaration that part of the Second Tranche of property or undertaking charged has been released from the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may becharge).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Share Purchase Agreement (Coda Octopus Group, Inc.)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business offices of the Company or such other place as the parties hereto shall determine Purchaser's Solicitors on the First Tranche Completion Date at 4.00 p.m. when when, subject to clause 4.6, all (but not part only) of the transactions mentioned in the following businesses provisions of this clause 4 shall be transacted:take place.
(a) the Company 4.2 The Vendor shall deliver to each the Purchaser:
4.2.1 duly completed and signed transfers in favour of the Subscribers a certified copy Purchaser or as it may direct in respect of all of the board resolution Sale Shares together with the relative share certificates in the name of the Company approving and authorising Vendor or, in respect of any of the execution and completion Sale Shares which are not registered in the name of this Agreementthe Vendor, executed Stock Transfer forms in respect of such shares in favour of the Instruments Purchaser, together with the relative share certificates in the names of the relevant transferors;
4.2.2 the Deed of Tax Covenant duly executed by the Vendor;
4.2.3 the resignations of the Vendor's Directors and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;
secretary (bMichelle Jay Palmer) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/from their respective o▇▇▇▇▇▇ ▇’n ▇▇▇▇ order issued by member of the Group, with a licensed bank written acknowledgement under seal from each of them in Hong Kong for such face value and made payable to the Company or such party form as the Company may direct in writing.
4.2 Upon compliance with or fulfillment Purchaser requires that he has no claim against any member of the conditions set out Group in Clause 3.4respect of breach of contract, Completion compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever;
4.2.4 the written resignation of the Second Tranche shall take place at the principal place existing auditors of business each member of the Company Group to take effect on the Completion Date confirming that they have no outstanding claims of any kind against any member of the Group and containing a statement complying with CA s394;
4.2.5 such waivers or such other place consents as the parties hereto shall determine on Purchaser may require to enable the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) Purchaser or its nominees to be registered as holders of any of the following businesses shall be transacted:Sale Shares in the Agreed Form;
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy 4.2.6 an unconditional deed of release from each member of the Second Tranche Instrument to Group's bankers evidencing the Subscribers release and discharge of all guarantees and charges granted by each member of the Group together with a duly release from the Vendor Group's bankers in respect of any security granted by the Vendor Group over the Sale Shares;
4.2.7 certified copies of any powers of attorney under which any of the documents referred to in this clause 4.2 is executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment or evidence satisfactory to the Company Purchaser of an amount equal the authority of any person signing on its behalf;
4.2.8 irrevocable powers of attorney (in the Agreed Form) executed by the Vendor in favour of the Purchaser, or its nominees, enabling the Purchaser or its nominees, pending registration of the transfers of the Sale Shares to exercise all voting and other rights attaching to the face value Sale Shares and to appoint proxies for such purpose;
4.2.9 the statutory books of each member of the Second Tranche Group complete and up to date and their certificates of incorporation, cheque books, common seals (if any) and any unused share certificate forms;
4.2.10 the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment title deeds relating to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, Properties;
4.2.11 written confirmation from the Second Tranche Vendor for itself and on behalf of the Third Tranche Vendor Group that there are no subsisting guarantees given by any member of the Group in their favour and that after compliance with clause 4.3 the Vendor and any member of the Vendor Group will not be indebted to any member of the Group or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be)vice versa.
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Share Sale and Purchase Agreement (4front Technologies Inc)
Completion. 4.1 Upon compliance with or fulfillment of 5.1 On Completion the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transacted:Vendor shall:-
(a) deliver or cause to be delivered to the Purchaser:
(i) the share certificates of the Sale Shares duly endorsed in blank (together with any coupons and/or talons appertaining thereto);
(ii) resignations of Arne Jan ▇▇▇▇ Waselius and ▇▇▇▇▇ ▇▇▇▇ as directors of the Company shall deliver to in the agreed form duly executed by each person resigning;
(iii) the statutory books of the Subscribers Company complete and accurate up to Completion including share and shareholders' registers of the Company; Articles of Association duly reflecting the true and complete information of the Company in force at Completion, and all cheque books of the Company;
(iv) the Tax Deed duly executed by the Covenantors;
(v) the Disclosure Letter;
(vi) the License Agreements duly executed by K-Tel UK and Dominion Entertainment Inc (as applicable);
(vii) a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;
(b) the Company shall execute the First Tranche Instrument and deliver a minutes certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value Street & Deinard (and made payable an up to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment date copy of the conditions set out in Clause 3.4, Completion memorandum and articles of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part onlyassociation) of the following businesses shall be transacted:Vendor approving the entering into of this agreement and any other documents referred to in this agreement and authorising its officers or other appointees or attorneys to sign this agreement on the Vendor's behalf;
(aviii) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a Inter-company Termination Deed duly executed Certificate for by the Second Tranche; andVendor and the Company
(ix) the Trademark License duly executed by the Vendor and the Company
(b) repay or procure the Subscribers shall effect payment repayment in full of all amounts owing (even if not due for repayment) to the Company by any of an amount equal the Vendor's Group or any connected persons or associates or directors of them or any of them and shall procure that all indemnities given by or binding on the Company in respect of any liabilities or obligations (actual or contingent) of any of the Vendor's Group or and of such connected persons or associates or directors are fully and effectively released without cost to the face value Company
5.2 Immediately after Completion the Purchaser shall procure the holding of a meeting of the Second Tranche board of directors or the shareholders of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3Company, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If , at which the present members of the board of directors of the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completionshall, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that required by the other party shall not have complied Purchaser, as of the Completion Date be by the Vendor substituted with its obligations thereunder.new members appointed by the Purchaser
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 7.1 Completion for the First Tranche shall will take place at the principal place office of business the Sellers' Lawyers on the Completion Date.
7.2 At Completion each of the Sellers must:
7.2.1 give the Buyer those items set out in the Completion Agenda in respect of the Sale Shares to be sold by him hereunder and, in the case of John ▇▇▇▇▇ ▇▇▇ Rene ▇▇▇anen his duly executed resignation as a director of the Company or such other place in the agreed form and in the case of Citicorp Capital Investors Europe Limited, the duly executed resignations of each of Mich▇▇▇ ▇▇▇▇▇ ▇▇▇ Jame▇ ▇▇▇ ▇▇ directors of the Company in the agreed form and each of the Sellers will use all reasonable endeavors to procure (so far as lies within his power to procure) that Dr. J Seml▇▇ ▇▇▇ivers his duly executed resignation as director of the parties hereto Company in the agreed form.
7.2.2 only in the circumstances described in Clause 4.1, give the Buyer a copy of the Escrow Letter and the Sellers Escrow Instruction signed by him and (insofar as it is within his power to procure) a copy of the Optionholders Escrow Instructions instruction signed by all the Optionholders and (insofar as it lies within his power to procure) a copy of the Escrow Letter and of the Sellers Escrow Instruction and the Optionholders Escrow Instruction signed on behalf of the Sellers Lawyers and (insofar as lies within his power to procure) a copy of the Escrow Letter signed on behalf of the Company.
7.3 At Completion the Buyer must:
7.3.1 pay the Aggregate Consideration to the Sellers Lawyers Client Account in accordance with Clause 3.5; and
7.3.2 only in the circumstances described in Clause 4.1, deliver to the Sellers lawyers a copy of the Escrow Letter and the Sellers Escrow Instructions and the Optionholders Escrow Instructions signed on behalf of the Buyer
7.4 At Completion each of the Sellers (in respect of the Sale Shares being sold by it hereunder) and the Buyer shall determine execute, and the Company shall execute, in the presence of a Dutch notary (notaris), Share Transfer Deeds in relation to all the Sale Shares. (For the avoidance of doubt, the Deeds in respect of the shares being sold by W. P▇▇▇▇, ▇ Bail▇▇▇, ▇. ▇▇▇▇▇▇ ▇▇▇ D. O▇▇ ▇▇▇l be executed by Mourant & Co Trustees Limited, the registered holder of those shares and the Deeds in respect of the shares being sold by Bott▇ & ▇ompany Limited will be executed by Goulditar Nominees Limited, the registered holder of those shares.)
7.5 The Buyer may elect by notice in writing to the CEO on behalf of the First Tranche Sellers to request a Completion Date at 4.00 p.m. when all (but not part only) of earlier than 31 October 1997 and the following businesses shall be transactedSellers will agree to such request provided that:
(a) on Completion the Company shall deliver distribution referred to each of the Subscribers a certified copy of the board resolution of the Company approving in Clause 2.2 will be calculated and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscriberspaid as if Completion was taking place on 31 October 1997;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment notwithstanding any provision to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds contrary in the proportion that they have subscribed for as set out in Schedule 3this Agreement, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this AgreementClauses 4, without prejudice5, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder7.2.2 and 7.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche The following events shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine occur on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transactedDate:
(a) the Company Seller shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds or cause to be delivered to the Buyer:
(i) a duly executed instrument of transfer in respect of the First Tranche Shares;
(ii) a share certificate and/or a duly executed indemnity for a lost share certificate in respect of the First Tranche Shares;
(iii) a duly executed power of attorney granted by the Seller in favour of the Buyer in respect of the First Tranche Shares as regards the exercise by the Buyer of the voting and other rights attaching to the First Tranche Shares pending stamping of the stock transfer form in respect of the First Tranche Shares by HMRC;
(iv) copies of a resolution passed by the board of directors of the Seller and of the Company, approving the Buyer’s acquisition of the Sale Shares; and
(v) such other documents (including any necessary waivers of pre-emption rights, consents, release or other document) as may be required to enable the Buyer, subject to stamping of the instrument of transfer (or adjudication by HMRC that no stamp duty is payable), to be registered as the full legal and beneficial owner of the First Tranche Shares; and
(b) conditional upon the Seller complying with its obligations in clause 4.1(a), the Buyer shall pay the relevant amount of the Consideration in accordance with clause 3.3(a) by electronic funds transfer to the Seller’s Nominated Account.
4.2 The following events shall, subject to the Second Completion Condition having been satisfied, occur on the Second Completion Date:
(a) the Seller shall deliver or cause to be delivered to the Buyer:
(i) a duly executed instrument of transfer in respect of the Second Tranche Shares;
(ii) a share certificate and/or a duly executed indemnity for a lost share certificate in respect of the Second Tranche Shares;
(iii) a duly executed power of attorney granted by the Seller in favour of the Buyer in respect of the Second Tranche Shares as regards the exercise by the Buyer of the voting and other rights attaching to the Second Tranche Shares pending stamping of the stock transfer form in respect of the Second Tranche Shares by HMRC; and
(iv) such other documents (including any necessary waivers of pre-emption rights, consents, release or other document) as may be required to enable the Buyer to be registered as the full legal and beneficial owner of the Second Tranche Shares; and
(b) conditional upon the Seller complying with its obligations in clause 4.2(a), the Buyer shall pay the relevant amount of the Consideration in accordance with clause 3.3(b) by electronic funds transfer to the Seller’s Nominated Account.
4.3 The following events shall, subject to the Third Completion Condition having been satisfied, occur on the Third Completion Date:
(a) the Seller shall deliver or cause to be delivered to the Buyer:
(i) a duly executed instrument of transfer in respect of the Third Tranche Shares;
(ii) a share certificate and/or a duly executed indemnity for a lost share certificate in respect of the Third Tranche Shares;
(iii) a duly executed power of attorney granted by the Seller in favour of the Buyer in respect of the Third Tranche Shares as regards the exercise by the Buyer of the voting and other rights attaching to the Third Tranche Shares pending stamping of the stock transfer form in respect of the Third Tranche Shares by HMRC; and
(iv) such other documents (including any necessary waivers of pre-emption rights, consents, release or other document) as may be required to enable the Buyer to be registered as the full legal and beneficial owner of the Third Tranche Shares; and
(b) conditional upon the Seller complying with its obligations in clause 4.3(a), the Buyer shall pay the relevant amount of the Consideration in accordance with clause 3.3(c) by electronic funds transfer to the Seller’s Nominated Account.
4.4 The Seller acknowledges and agrees that the receipt by the Seller from the Buyer of the Consideration shall be a complete discharge by the Buyer of its obligations under clause 3.3.
4.5 Promptly following stamping by HMRC (or adjudication by HMRC that no such stamping is required) of the relevant stock transfer form in respect of each of the SubscribersFirst Tranche Shares, the Second Tranche Shares and the Third Tranche Shares, the Buyer shall present the duly stamped (or adjudicated) stock transfer form to the Company and the Seller shall procure that the Company shall promptly:
(a) register the transfer of the First Tranche Shares, the Second Tranche Shares and the Third Tranche Shares (as applicable) in the register of members of the Company;
(b) provide a copy of an updated shareholders’ register of the Company shall execute Company, evidencing the transfer in favour of the Buyer of each of the First Tranche Instrument Shares, the Second Tranche Shares and deliver a certified copy of the duly executed First Third Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First TrancheShares (as applicable); and
(c) the Subscribers shall effect payment cause to be dispatched to the Company of an amount equal Buyer at no cost to the face value Buyer a share certificate (which may be in electronic form) in respect of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First TrancheShares, the Second Tranche Shares and the Third Tranche or perform any obligations hereunder Shares (as applicable).
4.6 A Party is not obligated to complete this Agreement unless the other Parties comply with all the parties hereto comply fully with of their respective obligations under Clause 4.1 or clause 4.1, clause 4.2 or clause 4.3 (as the case may beapplicable).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Selina Hospitality PLC)
Completion. 4.1 Upon compliance with or fulfillment Subject to the provisions in Clause 2 hereof, completion of the conditions set out in Clause 3.1, Completion for sale and purchase of the First Tranche Sale Shares shall take place at the principal place offices of business of Arculli Fong & Ng (the Company "PURCHASER'S SOLICITORS"), the Solicitors for the Purchaser, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Central, Hong Kong or such any other place as the parties hereto shall determine Parties may agree at 5:00 p.m. on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) a Friday of the week immediately following businesses the week when the Approval is granted by the SFC, when the following business shall simultaneously be transactedtransacted :-
(a) the Company Purchaser shall deliver to each the Vendor the following :-
(i) a solicitor's cheque for payment of the Subscribers balance of the Consideration and the Vendor's Solicitors will release the Deposit to the Vendor; and
(ii) a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribersminutes of the board of directors of the Purchaser and the Guarantor approving this Agreement and authorizing/confirming the authorization of an authorised person for signing of this Agreement and (for the Purchaser) the bought note and the instrument of transfer and any other incidental documents hereof;
(b) the Company Vendor shall execute deliver to the First Tranche Instrument Purchaser the following :-
(i) sold notes and deliver instrument of transfer in favour of the Purchaser in respect of the Sale Shares all executed by the Vendor in accordance with the Stamp Duty Ordinance;
(ii) original share certificate(s) or re-issued share certificate(s) in respect of the Sale Shares;
(iii) such other documents as may be reasonably required to give a good and effective transfer of title to the Sale Shares to the Purchaser and to enable them to become the registered holders thereof;
(iv) a cheque drawn in favour of the Government of the Hong Kong Special Administrative Region for an amount equivalent to the stamp duty payable under the Stamp Duty Ordinance in respect of the sold notes in respect of the Sale Shares;
(v) a certified copy of the duly executed First Tranche Instrument to each minutes of the Subscribers together with a duly executed Certificate board of directors of the First Tranche; andVendor (if the Vendor is a corporate) approving the sale of the Sale Shares and authorizing/confirming the authorization of an authorised person for signing of this Agreement and the sold note and the instrument of transfer and any other incidental documents hereof;
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clausevi) to the extent that the same are not already in the possession of the Company or its agents, the certificate of incorporation, business registration certificate, common seal of the Company, all copies of memorandum and articles of association of the Company, the statutory books of the Company duly made up to date, any unissued share certificates, all current insurance policies, books and accounts and other party records, cheque books, title deeds and evidence of ownership to all assets of the Company and all current contracts;
(vii) an original of the Disclosure Letter duly executed by the Vendor in the form identical to that attached as Schedule 3 hereto or with lesser disclosures;
(c) the Vendor shall cause a meeting of the board of directors of the Company to be held at which resolutions shall be passed to :-
(i) approve the transfer of the Sale Shares;
(ii) register (subject to stamping) the transfer of the Sale Shares referred to above and to issue new certificate(s) for the Sale Shares in the name(s) of the Purchaser;
(iii) appoint one person as the Purchaser may nominate as the Chairman of the Company and such person(s) as the Purchaser may nominate as director(s) of the Company and (subject to the approval of the SFC) one person as the Purchaser may nominate as the Responsible Officer of the Company all to take effect from the close of business of the said meeting if so required by the Purchaser; and
(iv) amend all banking authorisations, instructions and mandates of the Company in such manner as the Purchaser may direct;
(d) the Purchaser shall :-
(i) produce for inspection by the Vendor the bought notes in respect of the Sale Shares executed by the Purchaser in compliance with the Stamp Duty Ordinance; and
(ii) procure the stamping of the bought and sold notes and the instrument of transfer in respect of the Sale Shares as soon as practicable thereafter and present the said instrument of transfer together with the share certificate(s) in respect of the Sale Shares to the Company for registration of the transfer.
4.2 The transactions described in Clause 4.1 hereof shall take place at the same time, so that in default of the performance of any such transactions by a Party, the other Party shall not have complied with its obligations thereunderbe obliged to complete the sale and purchase aforesaid.
4.3 Immediately after Completion, the Purchaser and Yayeka shall enter into an option agreement in the form and substance as set out in Schedule 4 hereto.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Shares (China Finance Online Co. LTD)
Completion. 4.1 Upon compliance with or fulfillment 4.01 Completion of the conditions set out in Clause 3.1, Completion for sale and purchase of the First Tranche Sale Interests shall take place at on the principal place of business fifth Business Day following satisfaction or waiver of the Company Conditions, or such other place date as the parties hereto shall determine on Vendor and the First Tranche Completion Date Purchaser may agree in writing at 4.00 p.m. U▇▇▇ ▇, ▇▇/▇, ▇▇▇▇▇▇▇▇ Comercial R▇▇▇▇▇▇▇▇, 5▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ Grande, Macao when all (but not part only) of the following businesses business shall be transacted:transacted:-
(a) the Company Vendor shall deliver give a copy of such documents and take such actions as have been required (including but not limited to each the obtaining of all approvals of the Subscribers relevant governmental authorities in the PRC) to give a certified copy of good title to the board resolution of Sale Interests and to enable the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds Purchaser to be delivered to each of registered as the Subscribersholder thereof;
(b) the Company Vendor shall execute deliver to or to the First Tranche Instrument and deliver a certified copy order of the duly executed First Tranche Instrument Purchaser evidence satisfactory to each of the Subscribers together with Purchaser that a duly executed Certificate of good title to the First Tranche; andSale Interests have been passed to the Purchaser and the Purchaser has been registered as the holder thereof;
(c) the Subscribers Vendor shall effect payment deliver or (if the Purchaser shall so agree) make available to or to the Company of an amount equal to the face value order of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, Purchaser such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses as the Purchaser may require:-
(i) all statutory and minute books (which shall be transacted:
written up to but not including the Completion Date), certificate of incorporation, certificate of incorporation on change of name (a) the Company shall execute the Second Tranche Instrument if any), certificate of business registration and deliver a certified copy common seal of Jetup and all members of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second TrancheZastron Group; and
(bii) all books and accounts and other records of Jetup and all members of the Zastron Group, title deeds, leases, tenancy agreements and other documents relating to any properties owned, leased and/or occupied by Jetup and all members of the Zastron Group (except where such documents are held by a third party pursuant to any mortgage or other security arrangements) and all other documents and records of Jetup and all members of the Zastron Group;
(d) the Subscribers Purchaser shall effect payment deliver to or to the Company of an amount equal to the face value order of the Second Tranche of Vendor the duly executed Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingBond.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 4.02 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche this Agreement or perform any obligations hereunder under Clause 4.01 unless all the parties hereto other party demonstrates that it is able to comply fully with their respective obligations under the requirements of Clause 4.1 or 4.2 or 4.3 (as the case may be)4.01 simultaneously.
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Nam Tai Electronics Inc)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 5.1 Completion for the First Tranche shall take place at the principal place of business offices of the Company Purchaser's Solicitors or at such other place as the parties hereto shall determine may agree on the First Tranche Completion Date at 4.00 p.m. when all the following business (but not part onlyonly unless the Purchaser shall so agree) of the following businesses shall be transacted:
(a) the Company The Vendors shall deliver to the Purchaser:
(i) transfers in respect of the Sale Shares duly executed and completed in favour of the Purchaser or as it may direct or have directed, together with the certificates therefor and the duly executed powers of attorney or other authorities under which any of the transfers have been executed and certified copies of the Minutes recording the Resolution of the trustees of such of the Vendors as are trustees, in each case authorising the sale of the Sale Shares held by those Vendors and the execution of the transfers in respect of them;
(ii) such other documents as may be required to give a good title to the Sale Shares and to enable the Purchaser or its nominees to become the registered holders thereof;
(iii) (in respect of the Company) its statutory and minute books written up to date, and its Common Seal, Certificate of Incorporation, any Certificate or Certificates of Incorporation on Change of Name and other documents and records including copies of its Memorandum and Articles of Association;
(iv) the Taxation Deed duly executed by each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribersparties thereto;
(bv) evidence in a form satisfactory to the Purchaser that all Guarantees given by any Group Company shall execute the First Tranche Instrument and deliver a certified copy in respect of liabilities of any of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First TrancheVendors have been released; and
(cvi) the Subscribers shall effect payment a letter in a form reasonably acceptable to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/Purchaser from ▇▇▇▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to & Co. confirming that neither the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment Purchaser nor its parent nor any member of the conditions set out in Clause 3.4, Completion Purchaser's group is a competitor of International Space Brokers Inc. and accordingly that the Second Tranche shall take place at acquisition by the principal place of business Purchaser of the Company or such other place as pursuant to this Agreement will not trigger the parties hereto shall determine on option provision in the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) Stockholder Agreement dated 28 January 1994 in respect of the following businesses shall be transacted:
(a) International Space Brokers Inc. and made between the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b1) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value & Co. (2) and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/Le Blanc ▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be3).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed The Vendors shall:
(i) cause the transfers mentioned in clause 5.1(a)
(i) to be resolved to be registered (subject only to their being duly stamped) notwithstanding any provision to the contrary in the Articles of Association of the Company;
(ii) cause the persons named in part A of schedule 7 to be validly appointed as additional Directors of the Company; and
(iii) procure that ▇. ▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇ and ▇. ▇▇▇▇▇▇ shall retire as trustees, and that ▇. ▇▇▇▇▇, ▇. ▇▇▇▇▇ and ▇. ▇▇▇▇▇▇ shall be appointed as additional trustees, of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Pension Scheme; and
(iv) repay to each Group Company, or procure the repayment thereto of, all (if any) indebtedness outstanding at Completion so far as practicable; orfrom the Vendors or any of them (other than the Continuing Loans) to that Group Company (other than in respect of any trading in the ordinary course of business by that Group Company with any of the Vendors, which shall be repaid in accordance with existing arrangements).
(c) rescind this AgreementThe Purchaser shall:
(i) pay the Completion Amount by electronic funds transfer to the Nominated Account of the Vendors' Solicitors (who are hereby authorised to receive it in such account) and the Purchaser shall have no obligation as to the distribution or allocation of the amount so paid between the Vendors;
(ii) issue the Loan Notes to, without prejudiceand execute certificates in favour of, each of the Designated Vendors; and
(iii) pay the Escrow Amount by electronic funds transfer to the Escrow Account; and the payment of such monies into such accounts shall constitute a good discharge to the Purchaser.
(d) The parties shall join in each case, to that party's rights procuring that:
(whether under this Agreement generally or under this Clausei) all existing bank mandates in force for the Company shall be altered (in such manner as the Purchaser shall at Completion require) to reflect the extent that resignations and appointments referred to above;
(ii) all the other party Group Companies shall not have complied with its obligations thereunderrepay all (if any) loans made to them by the Vendors (or any of them) and outstanding at Completion;
(iii) the Key Employees shall enter into the Key Employment Agreements; and
(iv) each of the Contribution Agreements will be entered into by each of the Warrantors, his Associates and the Purchaser.
Appears in 1 contract
Sources: Agreement for the Sale/Purchase of Shares (Blanch E W Holdings Inc)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall will take place at on the principal place of business Completion Date at the offices of the Company (or such other another time and place as agreed by the Purchaser and the Vendor in writing). Completion may be effected by the parties hereto shall determine providing documents electronically and confirming bank transfers have been validly initiated, with originals and bank confirmation to follow the next Business Day.
4.2 The Parties enter into this Agreement on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) assumption that there will be no change to the director/s, secretary and public officers of the following businesses Company. If the Purchaser wishes to change the director/s, secretary and/or public officers of the Company, the Purchaser shall be transactedprovide written notice to the Vendor before Completion setting out details of:
(a) the Company shall deliver to each of persons who will be appointed as the Subscribers a certified copy of the board resolution new director/s, secretary and public officers of the Company approving and authorising the execution and completion from Completion together with original signed consents to act of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscriberssuch persons;
(b) the Company shall execute the First Tranche Instrument persons who will be required to resign as director/s, secretary and deliver a certified copy public officers of the duly executed First Tranche Instrument to each of Company;
(c) if applicable, the Subscribers together with a duly executed Certificate of the First Trancheproposed new registered office from Completion; and
(cd) the Subscribers shall effect payment proposed changes from Completion to the Company signatories of an amount equal to any bank account maintained by the face value Company, and provide specimen signatures of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingnew signatories.
4.2 Upon compliance with 4.3 On or fulfillment of before the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transactedDate:
(a) the Vendor shall deliver or cause to be delivered to the Purchaser:
(i) all share certificates in respect of the Vendor’s Sale Shares (or evidence of the loss or destruction of the share certificates to the reasonable satisfaction of the Purchaser);
(ii) instruments of transfer for all of the Vendor’s Sale Shares duly completed and executed by the Vendor naming the Purchaser as transferee, substantially in the form annexed to this Agreement as Annexure A;
(iii) if applicable, duly stamped declarations of trust from any person for whom the Vendor holds its Sale Shares on trust, being declarations evidencing that trust and the authority of the Vendor to deliver its Sale Shares at Completion;
(iv) any other document which the Purchaser reasonably requires to obtain good title to the Vendor’s Sale Shares and to enable the transfer of the Vendor’s Sale Shares to the Purchaser including any power of attorney under which any document delivered under this Agreement has been signed; and
(v) the Certificate of Compliance.
(b) the Vendor shall deliver or cause to be delivered to the Purchaser:
(i) the minute books and other records of meetings or resolutions of members and directors of the Company or of any trust of which the Company is trustee;
(ii) all registers of the Company (including the register of members, register of options, register of charges, registers of officeholders) all in proper order and condition and fully entered up to the Completion Date;
(iii) all financial records, cheque books, financial and accounting books and records, copies of taxation returns and assessments, mortgages, leases, agreements, insurance policies, title documents, licences, indicia of title, certificates and all other records, papers, books and documents of the Company;
(iv) confirmation that all electronic banking access, other than EFTPOS for receipts and refunds, has been suspended subject to and effective from Completion;
(v) a duly completed authority for the alteration of the signatories of each bank account of the Company in the manner required by the Company’s bankers;
(vi) all passwords, PINS (personal or merchant identification numbers), access codes, combinations, keys or similar items or information necessary for the operation of any electronic transactions, programs, computers, alarms, software, access points or otherwise being necessary for the operation of the Company’s business;
(vii) all permits, licences and other documents issued to the Company under any legislation or ordinance relating to its business;
(viii) the written resignations by such persons as the Purchaser notifies to the Vendor under clause 4.2(b) who are to resign as directors, secretaries and public officers of the Company;
(c) the Vendor shall ensure that duly convened meetings of the board of the Company are held and that at those meetings (as applicable) the board approves with effect from Completion:
(i) the transfer and the registration (subject to payment of any stamp duty) of the transfer of the Sale Shares, the issue of a new share certificate for the Sale Shares in the name of the Purchaser or its nominee and the cancellation of the existing share certificates in respect of the Sale Shares (if share certificates have been issued);
(ii) the appointment of such persons notified by the Purchaser to the Vendor under clause 4.2(a) as additional directors, secretaries and public officers of the Company, subject to the receipt of duly signed consents to act of such persons;
(iii) the resignation of such persons as the Purchaser notifies to the Vendor under clause 4.2(b) resigning as directors, secretaries and public officers of the Company;
(iv) the registered office of the Company being changed to the new address that the Purchaser notifies to the Vendor in accordance with clause 4.2(c); and
(v) the signatories of any bank account maintained by the Company being changed to those notified by the Purchaser under clause 4.2(d). The Vendor and the Company shall do all other acts and execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument all other documents that may be required to give effect to the Subscribers together with a duly executed Certificate for transactions contemplated by this Agreement.
4.4 At Completion the Second TranchePurchaser must, subject to clause 4.8:
(a) pay to the Vendor the Purchase Price set out against the Vendor’s name in Part A of Schedule One; and
(b) do and execute all other acts and documents that this Agreement requires the Subscribers shall effect payment Purchaser to do or execute at Completion.
4.5 After Completion and until the Company of an amount equal to Sale Shares are registered in the face value name of the Second Tranche Purchaser, the Vendor must take all action as registered holders of the Convertible Bonds Sale Shares as the Purchaser may lawfully require from time to time by notice and shall not take any action in respect of the Sale Shares unless required or approved by the Purchaser.
4.6 On and from Completion, the Vendor shall not (unless in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way capacity of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company employees or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business board members of the Company or such other place as if otherwise authorised by the parties hereto shall determine on Company with the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) consent of the following businesses shall be transactedPurchaser), and will procure that each of its Associated Persons does not:
(a) represent itself as being connected with or affiliated to or associated with the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second TrancheCompany; and
(b) disclose or use any Confidential Information except where as permitted by clause 9.
4.7 Title to and risk in the Subscribers shall effect payment Sale Shares and control of the Company transfer to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writingPurchaser at Completion.
4.4 No party shall be obliged 4.8 The Purchaser is not required to complete the subscription for and the issue of each purchase of the First TrancheSale Shares from the Vendor unless all Warranties are true as at the Completion Date, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party Vendor is not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions breach of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudicethe Company is not in breach of this Agreement, in each case, to that party's rights (whether and the Vendor performs their obligations under this clause 4, however the Purchaser may do so and reserve its rights against any party who is in breach of this Agreement generally or where the Vendor has not performed its obligations under this Clauseclause 4 (and the Purchaser’s rights will not merge in Completion). The Purchaser may (at its absolute discretion) grant further time or any indulgence in favour of the Vendor without being obliged to the extent that the do so in favour of any other party shall not have complied with and without affecting its obligations thereunderrights against any other party.
Appears in 1 contract
Sources: Sale of Shares Agreement (Snow Lake Resources Ltd.)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 5.1 Completion for the First Tranche shall take place at the principal place offices of business of the Company or such other place as the parties hereto shall determine Unicom on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of such time as the following businesses shall be transactedParties may agree.
5.2 At Completion, SKT shall:
(a) the Company shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds or procure to be delivered to each Unicom:
(i) a copy (certified as a true copy by a director or the company secretary of SKT) of the Subscribersresolutions of the board of directors of SKT authorising the execution of, and performance by, SKT of its obligations under the Transaction Documents to which it is a party; and
(ii) a certificate signed by a director of SKT confirming that all the SKT Warranties are true and accurate and not misleading as at the date of this Agreement and as at the Completion Date;
(b) procure to be delivered to Citibank, N.A. Hong Kong Branch (Citi Hong Kong) (with a copy to Unicom) delivery free of payment (DF) instructions from its custodian, Korea Securities Depository (KSD), to transfer the Company shall execute Repurchase Shares from KSD’s securities account with Citi Hong Kong to Unicom’s securities account with Citi Hong Kong (the First Tranche Instrument Unicom Securities Account) for same day settlement;
(c) procure to be delivered to Unicom a certificate (in a form reasonably satisfactory to Unicom) from Citi Hong Kong confirming the receipt of the DF instructions referred to in Clause 5.2(b) above (the Citi Certificate); and
(d) procure its nominee on Unicom Board, Mr. Man Won Jung, to resign as a director of Unicom with effect from the Completion Date and to deliver an acknowledgement to Unicom that he does not have any claims whatsoever against Unicom for compensation for loss of office (whether contractual, statutory or otherwise), unfair dismissal, redundancy or otherwise, he has no disagreement with the Unicom Board and he is not aware of any matters in respect of his resignation that needs to be brought to the attention of the shareholders of Unicom.
5.3 At Completion, Unicom shall:
(a) deliver or procure to be delivered to SKT:
(i) a copy (certified as a true copy by a director or the company secretary of Unicom) of the resolutions of the Unicom Board authorising the execution of, and performance by, Unicom of its obligations under the Transaction Documents to which it is a party; and
(ii) a certificate signed by a director of Unicom confirming that all the Unicom Warranties are true and accurate and not misleading as at the date of this Agreement and as at the Completion Date;
(b) deliver to Citi Hong Kong (with a copy to SKT):
(i) receive free of payment (RF) instructions to receive the Repurchase Shares in the Unicom Securities Account and to arrange for payment of Hong Kong stamp duty on behalf of the Parties; and
(ii) DF instructions to withdraw the Repurchase Shares from the Central Clearing and Settlement System (CCASS) and deliver a certified copy physical share certificates in respect of the duly executed First Tranche Instrument Repurchase Shares to each of the Subscribers together with a duly executed Certificate of the First TrancheUnicom’s share registrar; and
(c) upon receipt of the Subscribers Citi Certificate, Unicom shall effect give irrevocable payment instructions to its bank to pay the Consideration (less the SFC Fee, the Initial Stamp Duty Amount and such other amounts as may be agreed by the Parties in writing) in immediately available funds by electronic funds transfer in HK$ to a bank account designated by SKT in writing at least three Business Days prior to the Company Completion Date and shall deliver to SKT a copy of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such irrevocable payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writinginstructions.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party 5.4 Neither Party shall be obliged to complete the subscription for sale and the issue purchase of each any of the First Tranche, Repurchase Shares unless the Second Tranche sale and purchase of all of the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be)Repurchase Shares is completed simultaneously.
4.5 5.5 If the Company provisions of Clauses 5.2 and 5.3 are not fully complied with by Unicom or SKT by or on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed set for Completion, SKT (in the party not case of non-compliance by Unicom) or Unicom (in default maythe case of non-compliance by SKT) shall be entitled (in addition to and without prejudice to all other rights and remedies available to the terminating party, including the right to claim damages) by written notice to the other Party served on such date:
(a) defer to elect to terminate this Agreement (other than the Surviving Provisions) without liability on the part of the terminating party, except in respect of any rights and liabilities which have accrued prior to termination or under any of the Surviving Provisions;
(b) to effect Completion so far as practicable having regard to the defaults which have occurred; or
(c) to fix a new date for Completion (not being more than 10 five Business Days after the said agreed date (and so that for Completion), in which case the foregoing provisions of this Clause 4 5 shall apply to Completion as so deferred.
5.6 Upon Unicom’s share registrar receiving the physical share certificates in respect of the Repurchase Shares, Unicom shall procure Unicom’s share registrar to cancel the Repurchase Shares and any rights attached thereto shall cease with effect from the Completion Date. SKT confirms that it irrevocably authorises Unicom to take all such actions as may be necessary or expedient for the cancellation of the Repurchase Shares and acknowledges that it shall cease to have any rights to, or interests in, the Repurchase Shares with effect from the Completion Date.
5.7 Notwithstanding anything herein to the contrary, if Completion does not take place on or before 5:00 p.m. (Hong Kong time) on 10 November 2009 (or such other time and date as the Parties may agree in writing); or
, this Agreement (bother than the Surviving Provisions) proceed to Completion so far as practicable; or
(c) rescind this Agreementshall automatically terminate. In such event, without prejudice, in each case, to that party's rights (whether neither Party shall have any claim of any nature under this Agreement generally against the other Party (except in respect of any rights and liabilities which have accrued prior to termination or under this Clause) any of the Surviving Provisions).”
2.2 The reference to “HK$9,991,669.06” in the extent that second line of Clause 11.4 of the other party Share Repurchase Agreement shall not have complied with its obligations thereunderbe deleted and shall be replaced by “HK$9,991,670.00”.
Appears in 1 contract
Sources: Share Repurchase Agreement (CHINA UNICOM (HONG KONG) LTD)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place on 28 February 1997 at the principal place of business offices of the Company Purchaser's Solicitors or such other place offices as the parties hereto may subsequently agree when:-
4.1.1 the Vendors shall determine on deliver or cause to be delivered to the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transacted:Purchaser:-
(a) duly executed Transfers together with the Company shall deliver to each relative share certificates in respect of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersShares;
(b) the Company shall execute certificate of incorporation, all certificates on change of name, the First Tranche Instrument seal and deliver a certified copy statutory books of the duly executed First Tranche Instrument Company made up to each the date of the Subscribers together with a duly executed Certificate of the First Tranche; andCompletion;
(c) the Subscribers shall effect payment Leases to the Property;
(d) if the Purchaser so requires an effective waiver by each of the members of the Company of an amount equal to any rights which he may have under the face value Articles of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business Association of the Company to have the Shares or any of them offered to him for purchase and any other documents necessary to substantiate the right of the transferors of the Shares pursuant to this Agreement to transfer the same;
(e) written confirmation pursuant to Clause 3.1;
(f) written resignation letters executed under seal by such other place of the directors and secretaries of the Company as the parties hereto Purchaser may nominate, each such letter incorporating an acknowledgement that the party resigning has no claims (whether for compensation for loss of office or termination of employment, unpaid remuneration or otherwise howsoever) against the Company; and
4.1.2 the Vendors shall determine on procure that the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) Directors shall hold a meeting of the following businesses shall be transacted:Board of the Company at which
(a) the Company Directors shall execute appoint such persons as the Second Tranche Instrument and deliver a certified copy Purchaser may nominate as directors of the Second Tranche Instrument to Company and procure the Subscribers together with a duly executed Certificate for resignation without compensation of any nature whatsoever of such of the Second Tranche; andDirectors and Secretary of the Company as the Purchaser may nominate;
(b) the Subscribers Directors shall effect payment to the Company of an amount equal to the face value vote in favour of the Second Tranche registration of the Convertible Bonds in the proportion that they have subscribed for Purchaser or its nominees as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business members of the Company or such other place as subject to the parties hereto production of duly stamped and completed Transfers;
(c) Messrs Price Waterhouse shall determine on be appointed Auditors;
4.1.3 the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) Vendors shall procure the convening of an extraordinary general meeting of the following businesses shall be transacted:Company and the passing of a special resolution to adopt new articles of association in the approved terms;
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument 4.1.4 Subject to the Subscribers together performance by the Vendors of their obligations in accordance with a duly executed Certificate for the Second Tranche; and
(b) foregoing provisions of this Clause 4, the Subscribers Purchaser shall effect payment allot to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First TrancheVendors the number of the Consideration Shares of the Purchaser to which he is entitled hereunder and deliver the relative documents of title;
4.2 If in any respect the provisions of sub-clauses 4.1.1, 4.1.2, 4.1.3 and 4.1.4 are not complied with on the Second Tranche date for Completion set by clause 4.1 the Purchaser and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (Vendors as the case may be).appropriate may:-
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) 4.2.1 defer Completion to a date not more than 10 Business Days days after the said date set out above (and so that the provisions of this Clause 4 sub-clause shall apply to Completion as so deferred); or
(b) 4.2.2 proceed to Completion so far as practicablepracticable (without prejudice to its rights hereunder); or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Share Purchase Agreement (Parexel International Corp)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 5.1 Completion for the First Tranche shall take place at 12:00 noon (Hong Kong time) on the principal place of business of the Company Completion Date or at such other time or place as the parties hereto CDI and DAPL may agree in writing.
5.2 At Completion, DAPL shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall deliver or procure to be transacteddelivered to CDI:
(a) a copy (certified as a true copy by a director or the Company shall deliver to each company secretary of DAPL) of the Subscribers a certified copy resolutions of the board resolution of the Company approving and directors of DAPL authorising the execution of, and completion performance by, DAPL of this Agreement, its obligations under the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds Transaction Documents to be delivered to each of the Subscriberswhich it is a party;
(b) the Company shall execute original instrument of transfer and sold note in respect of the First Tranche Instrument Repurchase Shares duly executed by DAP▇ ▇▇ favour of CDI;
(c) the original share certificate(s) in respect of the Repurchase Shares issued in the name of DAPL;
(d) the original instrument of transfer and deliver bought note in respect of the Mengniu Conversion Shares duly executed by DAP▇ ▇▇ favour of CDI; and
(e) the original instrument of transfer and bought note in respect of the CMD Conversion Shares duly executed by DAP▇ ▇▇ favour of CDI; and
(f) a certified copy of the duly executed First Tranche Instrument to signed resignation letters or removal notices for each of the Subscribers together with DAPL nominated directors on the Board and on the board of directors of Prominent Achiever Limited.
5.3 At Completion, CDI shall:
(a) deliver or procure to be delivered to DAPL:
(i) a copy (certified as a true copy by a director or the company secretary of CDI) of the resolutions of the Board authorising the execution of, and performance by, CDI of its obligations under,
(A) this Agreement, (B) the deed in relation to transfer costs and Tax arising from the Transactions, and (C) the deed of termination in relation to the CDI Shareholders’ Agreement;
(ii) a copy (certified as a true copy by a director or the company secretary of COFCO Dairy) of the resolutions of the board of directors of COFCO Dairy authorising the execution of, and performance by, COFCO Dairy of its obligations under, (A) this Agreement, and (B) the deed of termination in relation to the CDI Shareholders’ Agreement;
(iii) a copy (certified as a true copy by a director or the company secretary of CSL) of the resolutions of the board of directors of CSL authorising the execution of, and performance by, CSL of its obligations under, (A) this Agreement, and (B) the deed of termination in relation to the CDI Shareholders’ Agreement;
(iv) the original instrument of transfer and bought note in respect of the Repurchase Shares duly executed Certificate by CDI in favour of DAPL;
(v) the original instrument of transfer and sold note in respect of the First TrancheMengniu Conversion Shares duly executed by CDI in favour of DAPL; and
(vi) the original instrument of transfer and sold note in respect of the CMD Conversion Shares duly executed by CDI in favour of DAPL;
(b) procure that its designated CCASS participant gives an irrevocable delivery instruction to effect a Free of Payment book-entry settlement of the Mengniu Conversion Shares and the CMD Conversion Shares in accordance with the General Rules and Operational Procedures of CCASS to the credit of the stock account of the designated CCASS participant of DAPL (whose details will be provided by DAPL prior to Completion) and deliver to DAPL evidence of such irrevocable delivery instruction; and
(c) pay to DAPL the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche CDI Cash Consideration in accordance with Clause 11.
5.4 The sale and buy-back of the Convertible Bonds in Repurchase Shares and the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment transfer of the conditions set out in Clause 3.4, Completion of Mengniu Conversion Shares and the Second Tranche CMD Conversion Shares shall take place at as simultaneously as possible on the principal place of business Completion Date.
5.5 CDI undertakes to execute or procure to be executed all such documents and do all such acts and things as may be reasonably requested in order to give effect to the Transactions and to enable the sale and buy-back of the Company Repurchase Shares, the transfer to DAPL of the Mengniu Conversion Shares and the CMD Conversion Shares, and the payment to DAPL of the CDI Cash Consideration to be carried out and given full force and effect.
5.6 If the provisions of Clauses 5.2 and 5.3 are not fully complied with by DAPL or such other place as the parties hereto shall determine by CDI before or on the Second Tranche Completion Date at 4:00 p.m. when all date set for Completion, DAPL (but not part onlyin the case of non- compliance by CDI) or CDI (in the case of the following businesses non-compliance by DAPL) shall be transactedentitled (in addition to and without prejudice to all other rights and remedies available to the terminating Party, including the right to claim damages) by written notice to the other Parties:
(a) to elect to terminate this Agreement (other than Clauses 1 and 10 to 22 (the Company shall execute Surviving Provisions)) without liability on the Second Tranche Instrument and deliver a certified copy part of the Second Tranche Instrument terminating Party, except in respect of any rights and liabilities which have accrued prior to termination or under any of the Subscribers together with a duly executed Certificate for the Second Tranche; andSurviving Provisions;
(b) the Subscribers shall to effect payment Completion so far as practicable having regard to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they defaults which have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:occurred; or
(ac) the Company shall execute the Third Tranche Instrument and deliver to fix a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate new date for the Second Tranche; and
Completion (b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not being more than 10 five Business Days after the said agreed date (and so that for Completion), in which case the foregoing provisions of this Clause 4 5 shall apply to Completion as so deferred); or.
(b) proceed 5.7 Subject to Completion so far as practicable; or
having taken place, DAPL shall arrange for: (ca) rescind this Agreementthe lodging with the Stamp Office of the instrument(s) of transfer and bought and sold notes in respect of, without prejudice(i) the sale and buy-back of the Repurchase Shares, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.and
Appears in 1 contract
Sources: Share Repurchase Agreement
Completion. 4.1 Upon compliance with or fulfillment Completion of the conditions set out in Clause 3.1, Completion for purchase of the First Tranche Shares shall take place at the principal place offices of business the Civil Law Notary on the Completion Date.
4.2 The notarial deed of transfer of the Shares will be executed before M▇. ▇▇▇▇▇▇ ▇▇▇▇ van Waateringe, Civil Law Notary in Amsterdam, The Netherlands, or a deputy of Mr. Van Waateringe, Mr. Van Waateringe, is a civil law notary of Holland Van Gijzen Advocaten en Notarissen, the firm of the external legal advisors of Purchaser. Vendors acknowledge that they are aware of the provisions 9 and 10 of the guidelines concerning the association between civil law notaries and banisters/solicitors as established by the Royal Professional Association of civil Law Notaries (Koninklijke Notariele Beroepsorganisatie). Vendors agree that Holland Van Gijzen Advocaten en Notarissen might in the future advise and act on behalf of Purchaser with respect to this Agreement and the execution thereof, including any dispute.
4.3 On the Completion Date the Vendors shall deliver to the Purchaser: 4.
3.1 Relevant authorisations and powers of attorney (if necessary), and 4.
3.2 the resignation letters of the members of the supervisory board of the Company, each resignation including a waiver of any non-paid consideration and/or (rights to) damages, which resignations will be accepted by Purchaser under the discharge of each member of the supervisory board for its liability arising out of the performance of its duties fulfilled in its capacity as member of the supervisory board,
4.4 A shareholders' meeting of the Company or such other place as and of each of the parties hereto Subsidiaries shall determine be held on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) which: 4.
4.1 such persons as the Purchaser may nominate shall be appointed directors of the following businesses shall be transacted:
(a) the Company shall deliver to and each of the Subscribers a certified copy Subsidiaries with immediate effect; 4.
4.2 such persons as the Purchaser may nominate shall be appointed members of the supervisory board of the Company with immediate effect; 4.
4.3 the Facility Agreement shall be approved; 4.
4.4 each member of the board resolution of directors of each of the Company approving and authorising each of the execution Subsidiaries will be instructed and completion granted powers of this Agreement, attorney to represent the Instruments Company and the issue of Subsidiaries with respect to the Convertible Bonds and the Certificates for the Convertible Bonds to (entering into the) Facility.
4.5 There shall be delivered to each of the Subscribers;Purchaser on the Completion Date: 4.
(b) 5.1 the Company shall execute the First Tranche Instrument and deliver a certified copy of the Management Agreements duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made signed by way of a cheque drawn on a licensed bank in Hong Kong/M▇ ▇▇▇▇▇▇’▇▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/M▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.4
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 5.1 Completion for the First Tranche shall take place at the principal place of business offices of the Company or such other place as the parties hereto shall determine Purchaser's Solicitors on the First Tranche Completion Date at 4.00 p.m. earlier of (i) the second Business Day following the date when all (but not part only) of the following businesses Conditions shall be transacted:have been fulfilled or waived, and (ii) September 3, 1999.
5.2 On Completion the Principal Management Employees and/or each Group Company, insofar as it is within their power to do, shall deliver to or, if the Purchaser shall so agree, make available to the Purchaser:-
(a) transfers in common form relating to all the Company shall deliver to each Shares duly executed in favour of the Subscribers a certified copy of Purchaser (or as it may direct) and share certificates relating to the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersShares;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and[deliberately left blank];
(c) waivers and releases, in each case duly executed in the Subscribers shall effect payment agreed form to discharge the Company of an amount equal Company's obligations under or pursuant to (i) the face value Investment Agreement, (ii) the Bank Agreement, (iii) any option, right or warrant or other instrument convertible into or exchangeable for share capital of the First Tranche Company, including without limitation those held by the Principal Management Employees, and (iv) any other waivers or consents by the Principal Management Employees or by any Group Company or other persons which the Purchaser has specified prior to Completion so as to enable the Purchaser or its nominees to be registered as the holders of the Convertible Bonds Shares free of any Encumbrance;
(d) resignations in the proportion that they have subscribed for as set out in Schedule 3, such payment form to be made by way agreed duly executed as deeds of a cheque drawn on a licensed bank in Hong Kong/all the directors and the secretary of any Group Company (other than ▇▇▇▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value ▇▇▇) from their offices as director or secretary of, and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4their employment with, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:any Group Company;
(ae) confirmations executed as deeds of all the Principal Management Employees confirming that they do not have, and will not have, any claims (whether statutory, contractual or otherwise) against any Group Company shall execute at or following the Second Tranche Instrument Completion, including without limitation, confirmation executed as deeds of all the directors and deliver a certified copy Principal Management Employees and the secretary of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the each Group Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion confirming that they have subscribed no claims (whether statutory, contractual or otherwise) against any Group Company for as set out in Schedule 3, such payment to be made by way compensation for loss of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong office or termination of employment or for such face value and made payable unpaid remuneration or otherwise together with delivery to the Purchaser of all property of any Group Company in their possession or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:under their control;
(af) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a service agreements duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudicedeeds, in each case, between the Company and the Principal Management Employees in the agreed terms;
(g) the written resignations of the auditors of each Group Company containing an acknowledgment that they have no claim against any Group Company for compensation for loss of office, except for professional fees accrued up to the date of Completion or otherwise and a statement under section 394(1) of the Companies ▇▇▇ ▇▇▇▇; or written confirmation from the auditors of each Group Company confirming that party's rights were they to resign at Completion they would have no claim against any Group Company for compensation for loss of office, professional fees (whether under this Agreement generally except for professional fees accrued up to the date of Completion) or under this Clauseotherwise and a statement of any matters they believe should be brought to the attention of the members or creditors of any Group Company, or if they consider that there are no such matters a statement that there are none;
(h) the common seals, certificates of incorporation and statutory books, share certificate books and cheque books of each Group Company;
(i) to the extent that not in the possession or under the control of any Group Company, all books of account or references as to customers and/or suppliers and other party records and all insurance policies in any way relating to or concerning the businesses of any Group Company;
(j) to the extent not in the possession or under the control of any Group Company, all licences, consents, permits and authorisations obtained by or issued to any Group Company or any other person in connection with the business carried on by any of them and such contracts, deeds or other documents (including assignments of any such licences) as shall not have complied with its obligations thereunderbeen required by the Purchaser's Solicitors prior to the date hereof;
(k) share certificates relating to all of the issued shares in the capital of each of the Subsidiaries;
(l) a release in the terms to be agreed duly executed as a deed, in a form satisfactory to the Purchaser, releasing each Group Company and their respective officers and employees from any liability whatsoever (actual or contingent) which may be owing to any Vendor by any Group Company except in the ordinary course of trade; and
(m) such other documents, consents or waivers as the Purchaser may reasonably request.
Appears in 1 contract
Sources: Share Purchase Agreement (Imax Corp)
Completion. 4.1 Upon compliance with Subject to the fulfilment (or fulfillment waiver, where applicable) of all the conditions set out in Clause 3.1Conditions on or before the Long Stop Date, Completion for the First Tranche shall take place on the Completion Date at the principal place of business of the Company Issuer in Hong Kong (Unit 3308, 33rd Floor, Office Tower, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇) (or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. Parties may agree), when all (but not part some only) of the following businesses events described in this Clause 4 shall be transactedoccur.
4.2 At Completion, the Issuer shall:
(a) deliver or cause to be delivered to the Company shall deliver to each of the Subscribers Subscriber a certified copy of the board resolution resolutions of the Company approving and authorising Issuer approving, amongst others:
(i) the execution execution, consummation and completion of this Agreement, the Instruments Transaction Documents and the transactions contemplated under the Transaction Documents;
(ii) the issue of the Convertible Bonds in accordance with this Agreement and the Certificates Bond Instrument and the entry of the Subscriber (or her nominee(s)) in the register of Bondholders in respect of such Bonds; and
(iii) any necessary actions to be undertaken by the Directors for the Convertible Bonds purpose of giving effect to be delivered to each of the Subscribersabove board resolutions;
(b) deliver or cause to be delivered to the Company shall execute the First Tranche Instrument and deliver Subscriber a certified copy of the duly executed First Tranche Instrument to each resolutions of the Subscribers together with a Shareholders referred to in Clause 3.1(a);
(c) duly executed Certificate execute the Bond Instrument under seal and issue the Bonds to the Subscriber (or her nominee(s)) as fully paid and free from any Encumbrances by delivering the Bond Certificate(s) representing the principal amount of the First TrancheBonds in such denominations as notified by the Subscriber to the Issuer three (3) Business Days prior to the Completion Date; and
(cd) the Subscribers shall effect payment deliver or cause to be delivered to the Company Subscriber the Deed of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3Set-Off, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for by the Second Tranche; and
(b) Issuer and the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingBorrower.
4.3 Upon compliance with At Completion, the Subscriber shall deliver or fulfillment cause to be delivered to the Issuer the Deed of Set-Off duly executed by the Subscriber and such delivery shall constitute a valid discharge of the conditions set out Subscriber's payment obligation in Clause 3.7, Completion respect of the Third Tranche shall take place at the principal place of business subscription of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writingunder Clause 2.2.
4.4 No party Without prejudice to any other remedies available to the Parties, neither the Subscriber nor the Issuer shall be obliged to complete proceed with the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche Completion or perform any obligations hereunder unless all the parties hereto comply other Party complies fully with their respective obligations under the requirements of Clause 4.1 or 4.2 or Clause 4.3 (as the case may be).
4.5 If . In the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any event of their respective obligations a breach by either Party of its/her obligation under Clause 4.1 or 4.2 or Clause 4.3 (as the case may be) on or before the date fixed for Completion), the party not non-defaulting Party may in default mayits/her absolute discretion (in addition and without prejudice to any other right or remedy available to it) by written notice to the other Party:
(a) defer Completion to a date falling not more than 10 28 Business Days after the said date original Completion Date (and so that the provisions of this Clause 4 other than Clause 4.1 as regards the Completion Date shall apply to the deferred Completion) provided that, time shall be of the essence as regards the deferred Completion as so deferred)and if Completion is not effected on such deferred date, the non-defaulting Party may rescind this Agreement; or
(b) proceed to Completion so far as practicablepracticable (but without prejudice to the non- defaulting Party’s rights hereunder) insofar as the defaulting Party shall not have complied with its/her obligations hereunder; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under treat this Agreement generally as terminated for breach by the defaulting Party of a condition of this Agreement without liability on the part of the non-defaulting Party provided that termination of this Agreement shall be without prejudice to any rights or under this Clause) remedies accrued to the extent that the other party shall not have complied with its obligations thereunderany Party prior to its/her termination.
Appears in 1 contract
Sources: Subscription Agreement
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business offices of the Company Purchaser's Solicitors immediately following the signing of this Agreement or at such other place or time as the parties hereto Vendor and the Purchaser may agree.
4.2 At Completion the Vendor shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transactedprocure:
(a) the Company shall deliver delivery to each the Purchaser of duly completed and executed transfers of the Subscribers a certified copy Shares by the registered holders of the board resolution Shares in favour of the Company approving Purchaser or its nominees together with valid share certificates representing the Shares and authorising all (if any) other documents required to give good title to the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersShares;
(b) the Company shall execute delivery to the First Tranche Instrument and deliver a certified copy Purchaser of powers of attorney in the agreed form duly executed by the registered holders of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; andShares;
(c) the Subscribers shall effect payment delivery to the Purchaser of the Tax Covenant duly executed by the Vendor;
(d) the delivery to the Purchaser of the following, each duly executed and in form and substance satisfactory to the Purchaser:-
(i) a deed of release given in relation to the Company Guarantee;
(ii) a deed of an amount equal release by each person holding or being entitled to any Encumbrance over the Shares or any of the assets of the Company;
(iii) a deed of waiver by the Vendor waiving any claim it or any of its subsidiaries or Associates may have against the Company;
(iv) deeds of waiver by each co-guarantor of the Company in respect of the Company Guarantee;
(e) the delivery to the face value Purchaser of the First Tranche statutory books (duly written up to date) and the certificate(s) of incorporation of the Convertible Bonds Company;
(f) the delivery to the Purchaser of all current cheque books and deposit books relating to all bank accounts of the Company;
(g) the delivery to the Purchaser of all documents of title relating to the Properties;
(h) the delivery to the Purchaser of copies of the minutes of the meetings of the boards of directors of the Vendor in the proportion that they have subscribed for as set out agreed form, authorising (in Schedule 3each case) the entry into of the transaction the subject of this Agreement, such payment approving this Agreement and any other agreements or documents to be made executed pursuant to or in connection with it and appointing the relevant signatory to sign this Agreement and such other agreements and documents on their behalf certified by way the company secretary of a cheque drawn on a licensed bank the Vendor together with (in Hong Kong/each case) confirmation, in the agreed form, from the company secretary that the authority conferred remains valid at Completion;
(i) the passing of effective resolutions of the Directors resolving to register the transfers of the Shares subject only to stamping of the share transfers;
(j) (at the cost of the Vendor) the convening and holding of all such meetings, the passing of all such resolutions, the execution and delivery of all such documents and the taking of all other action to the extent reasonably necessary in order to complete the transfer of title to the Shares to the Purchaser free from all Encumbrances and to enable the Purchaser to exercise and receive all rights and benefits attaching to or arising from the Shares;
(k) with effect from Completion, the appointment as directors and secretary of the Company of such person or persons as the Purchaser shall have nominated and the resignation of each of the Directors (except ▇▇▇▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4▇▇▇▇▇▇ ▇▇▇▇, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇’▇▇ order issued and ▇▇▇▇ ▇▇▇▇▇) and the secretary of the Company by delivery of a licensed bank letter under seal from each such Director and the secretary resigning from his offices and from any employment he may have with the Company with effect from Completion and acknowledging that he has no claim against the Company either actual or contingent in Hong Kong respect of any cause matter or thing (statutory or otherwise);
(l) the resignation of the auditors of the Company (without compensation for such face value and made payable loss of office or any other claim save for proper professional fees for services rendered in respect of their duties as auditors prior to the completion of the 1997 Audit) with effect from completion of the 1997 Audit and the delivery of a statement by them that there are no circumstances connected with their ceasing to hold office which they consider should be brought to the attention of the members or creditors of the Company;
(m) revocation of all existing authorities to the bankers of the Company or relating to bank accounts and the grant of authority to such party persons as the Purchaser may nominate to operate the same;
(n) that all books, records and files of the Company may direct are in writingits possession or under its control and where any such are not at the Properties that the Purchaser is given details of their whereabouts and any necessary authority to collect them;
(o) the delivery to the Purchaser of duly completed and executed transfers of all shares in the capital of Firstpoint Services Limited not registered in the name of the Company, the statutory books and common seal (if any) of Firstpoint Services Limited and certificates for all of the issued shares in Firstpoint Services Limited.
4.3 Upon compliance with or fulfillment Immediately following fulfilment of all the conditions set out matters referred to in Clause 3.7, Completion of 4.2 the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transactedPurchaser shall:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy procure that that part of the Third Tranche Instrument Consideration payable in cash on Completion is paid by bankers draft to the Subscribers together with Vendor's Solicitors (who are hereby irrevocably authorised to receive that consideration) on behalf of the Vendor;
(b) deliver to the Vendor's Solicitors a counterpart of the Tax Covenant duly executed Certificate for by the Second TranchePurchaser;
(c) if requested, and at the Vendor's cost, deliver to the Vendor's Solicitors a legal opinion in a form reasonably satisfactory to the Vendor as to the validity and enforceability of the guarantee contained within Clause 11 of this Agreement and if such opinion is that such guarantee is not valid and enforceable such amendments shall be made to the guarantee as render it valid and enforceable; and
(bd) as agent for the Subscribers shall effect payment Company, repay the Inter-Company Debt by bankers draft to the Company Vendor's Solicitors (who are hereby irrevocably authorised to receive that payment) on behalf of an amount equal the Vendor and its subsidiaries and Associates. The delivery of a bankers draft to the face value Vendor's Solicitors shall be a full and sufficient discharge to the Purchaser for the monies payable on Completion and the Purchaser shall not be concerned to see to the application of any payment by the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writingPurchaser under this Clause 4.3.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless If all the parties hereto comply fully provisions of Clause 4.2 are not complied with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as in full on Completion the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default Purchaser may:
(a) defer Completion to a date not more than 10 Business Days 28 days after the said date (and so that specified in Clause 4.1 in which event the provisions of this Clause 4 4.4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicablepracticable without prejudice to its rights under this Agreement or otherwise and so that any provision of Clause 4.2 which may not have been complied with at Completion shall at the sole discretion of the Purchaser be held over to such future date or dates as the Purchaser may in its sole discretion determine; or
(c) rescind terminate this Agreement (save for Clauses 12, 13, 14 and 20, which shall remain in full force and effect) provided that such termination shall not affect the rights and obligations of the parties which have accrued prior to termination and shall not limit or exclude any other rights or remedies of the Purchaser in respect of any failure by the Vendor to comply with the requirements of Clause 4.2 on the due date.
4.5 The Vendor shall use all reasonable endeavours to procure compliance with the provisions of Clause 4.2 on any date set for Completion in accordance with this Agreement.
4.6 The Vendor undertakes to and covenants with the Purchaser (for itself and as trustee for the Company) that if, without prejudiceafter Completion, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent it is discovered that the Company had on or before Completion given or undertaken any guarantees, indemnities or similar securities in respect of the obligations or liabilities of any person other party shall than the Company and such guarantees, indemnities or similar securities were not have complied finally and unconditionally released on or before Completion, the Vendor will fully indemnify the Purchaser and the Company and keep each of them fully indemnified on demand against all claims, demands, actions, proceedings, damages, losses, costs, expenses or liabilities suffered or incurred by the Purchaser or the Company under or in connection with its obligations thereundersuch guarantees, indemnities or similar obligations.
Appears in 1 contract
Sources: Share Purchase Agreement (4front Software International Inc/Co/)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 5.1 Completion for the First Tranche shall take place at the principal place of business of Company’s office on the Company Completion Date at 5:00 p.m. (or at such other place and time as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. may agree) when all (but not part only) of the following businesses acts and requirement set out in this Clause 5 shall be transactedcomplied with.
5.2 On Completion, the Vendors, individually and collectively, and or the Company (as the case may be) deliver or procure the delivery to the Purchaser of all the following:
(a) each Vendor delivers their respective relevant instruments of transfer and contract notes in respect of the transfer of their respective Sale Shares duly executed by the respective Vendor in favor of the Purchaser or such other nominee(s) as the Purchaser may direct and such other documents as may be required to give a good and effective transfer of title to the Sale Shares to the Purchaser or such nominee(s) and to enable the Purchaser or such nominee(s) to become the registered and beneficial holder thereof free from all Encumbrances to the Purchaser’s satisfaction;
(b) each Vendor delivers their definitive share certificates in respect of their respective Sale Shares and other evidence as may be required by the Purchaser showing that the Vendor is the beneficial owner of the number of their respective Sale Shares free from all Encumbrances;
(c) the Company delivers copies, certified as true and complete by a director of the Company, of resolutions of the shareholders meeting/board of directors approving the matters as stipulated in Clauses 5.3;
(d) the Company delivers in respect of the Company:
(i) all statutory records and minute books (which shall be written up to date as at Completion), all unissued share certificates (if any) and all other statutory records then;
(ii) all common seals and all rubber stamps, cheque books, cheque stubs and bank statements, receipt books, all current insurance policies, books and accounts and title deeds and evidence of ownerships to all assets and all current contracts and all other accounting records;
(iii) copies of all tax returns and assessments (receipted where the due dates for payment fell on or before the Completion Date);
(iv) execution of employment contracts in a form satisfactory to the Purchaser, at its sole discretion, for the Company’s executive management staff for a period of at least one year after the Completion Date;
(v) all correspondence and other documents belonging to the Company (including its constitutional documents); and provided that, if the Purchaser so agrees, delivery of all documents and records referred to in this Clause 5.2(d) shall be deemed to have been effected where they are situated in premises and shall continue to be in the sole occupation of the Company following Completion or otherwise in the custody of persons who shall remain officers and/or employees of the Company following Completion; and
(e) the 2016 Accounts (which shall not have any deviation from the Accounts as contained in Schedule 3).
5.3 On Completion, the Company shall deliver to each procure a meeting of the Subscribers a certified copy of the board resolution shareholders/directors (as appropriate) of the Company approving at which such matters shall be dealt with and authorising resolved upon as the execution and completion Purchaser shall require for the purposes of giving effect to the provisions of this AgreementAgreement including:
(a) approving the sale and purchase of the Sale Shares; and
(b) amending the memorandum and articles of association of the Company as may be required by the Purchaser in writing prior to the Completion.
(c) issued share certificates in the name of the Purchaser or its nominee and to register the Purchaser or its nominee in the share register of the Company.
5.4 Against performance of the obligations by the Vendors and or the Company (as the case may be) under Clauses 5.2 and 5.3 above, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds Purchaser shall:
(a) cause to be delivered to each of the Subscribers;
(b) Vendors their respective Depository Trust Certificate in MGI in the Company shall execute the First Tranche Instrument and deliver a certified copy name of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(crespective Vendor or their respective nominee(s) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Trancherespective Consideration Shares; and
(b) the Subscribers shall effect payment deliver to the Company of an amount equal to the face value each of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver Vendors a certified copy of the Third Tranche Instrument directors’ resolutions of the Purchaser approving this Agreement, and a certified copy of the directors’ resolutions of the Company approving this Agreement.
5.5 If the Vendors, individually or collectively, or the Company, as appropriate, shall fail to do anything required to be done by them under Clauses 5.2 and 5.3, without prejudice to any other right or remedy available to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First TranchePurchaser, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default Purchaser may:
(a) defer Completion to a date day not more later than 10 Business Days 14 days after the said date fixed for Completion (and so that the provisions of this Clause 4 paragraph (a) shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; orpracticable but without prejudice to the Purchaser’s rights to the extent that the Vendor shall not have complied with their obligations
(c) rescind this Agreement, Agreement without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) liability on its part.
5.6 The parties to the extent Agreement confirm and agree that Clauses 6 to 17 shall survive the other party shall not have complied with its obligations thereunderCompletion.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, (A) Completion for the First Tranche shall take place at the principal place offices of business Chao and ▇▇▇▇▇ at Suite 601, Asia Pacific Finance Tower, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ upon the signing of this Agreement.
(B) At Completion, the following transactions shall take place:-
(1) SAI in its capacity as the sole shareholder of the Company or such other place entitled to vote at its general meetings shall pass in writing the resolution as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) set out in Schedule 2 of the following businesses shall be transacted:this Agreement;
(a2) the Company shall shall:-
(i) deliver to each of the Subscribers Investors a certified copy of the board Board resolution of the Company and SIHL (i) approving and authorising execution and completion of this Agreement; and (ii) resolving to effect and do all that is necessary to give effect to this Agreement;
(ii) deliver to the Investors a certified copy of the Board resolution of SAI (i) approving and authorising execution and completion of this Agreement; (ii) approving and authorising the execution of the Guarantee and the issue of the SAI Shares; and (iii) resolving to effect and do all that is necessary to give effect to this Agreement and the Guarantee;
(iii) deliver to the Investors a certified copy of Board resolution from each of CIBHL and SPC in each approving and authorising the execution and completion of this Agreement, the Instruments Agreement and the issue of the Convertible Bonds Guarantee and resolving to effect and do all that is necessary to give effect to this Agreement and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersGuarantee;
(biv) deliver to the Company shall execute the First Tranche Instrument and deliver Investors a certified copy of Board resolution from ACL approving and authorising the duly executed First Tranche Instrument execution and completion of this Agreement and the ACL Undertaking and resolving to each effect and do all that is necessary to give effect to this Agreement and the ACL Undertaking;
(v) deliver to the Investors a certified copy of Board resolution from ERL approving and authorising the Subscribers together with a duly executed Certificate execution and completion of the First Tranchethis Agreement and resolving to effect and do all that is necessary to give effect to this Agreement; and
(cvi) the Subscribers shall effect payment deliver evidence satisfactory to the Investors that the Company of an amount equal has effected payment by telegraphic transfer to the face value Investors of the First Tranche amount of $520,000.00 required to be paid by the Company on completion as set out in the Repayment Schedule;
(3) ERL shall execute and deliver to Brilliant Future Holdings Limited the Deed of Share Mortgage and the Board resolution of ERL approving its execution of the Convertible Bonds same;
(4) SAI, CIBHL and SPC shall enter into the Guarantee in the proportion that they have subscribed for form as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche4 hereof; and
(b5) ACL shall enter into the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds ACL Undertaking in the proportion that they have subscribed for form as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing5 hereof.
4.3 Upon compliance with or fulfillment of (C) All the conditions set out in Clause 3.7, events which are to take place at Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument simultaneously and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No no party shall be obliged to complete this Agreement unless the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the other parties hereto simultaneously comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 contained in sub-clause (as the case may be)B) of this clause.
4.5 If (D) For the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any avoidance of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completiondoubt, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after continuing obligations of the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether Default Parties under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereundercease as a result of Completion.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business offices of the Company or such other place as the parties hereto shall determine Purchaser's Solicitors on the First Tranche Completion Date at 4.00 p.m. when and all (but not part onlyonly unless the parties shall so agree) of the following businesses business shall be transacted:
(a) the Company Vendors shall deliver to each the Purchaser or, in the case of paragraphs (ii) and (iii) below, make available for collection by the Purchaser or its authorised representatives:
(i) transfers in respect of the Subscribers a certified copy Shares duly executed and completed in favour of the board resolution Purchaser or its nominee, together with the certificate or certificates therefore in the names of the Company approving transferors;
(ii) (as agents for the Company) all of the Company's statutory and authorising minute books written up to date and its Common Seal, Certificate of Incorporation, any Certificate or Certificates of Incorporation on Change of Name and copies of its Memorandum and Articles of Association;
(iii) the execution deeds and completion documents of this Agreement, title to the Instruments Leasehold Properties; (iv) a letter from the Vendors and the issue of Purchaser to the Convertible Bonds Vendors' Solicitors and the Certificates for Purchaser's Solicitors in the Convertible Bonds to be delivered to each of agreed form duly executed by the SubscribersVendors and the Purchaser (being the Escrow Letter); (v) the Property Sale Agreement duly executed by AT&T ISTEL; (vi) the Transitional Services Amendment Agreements duly executed by the parties thereto;
(b) the Vendors shall:
(i) cause the transfers mentioned in clause 4.1(a)((i)) to be resolved to be registered by the Company shall execute (subject only to their being duly stamped);
(ii) cause the First Tranche Instrument persons named in part A of Schedule 4 to be validly appointed as additional Directors and deliver a certified copy the person named in part B of Schedule 4 to be validly appointed as Secretary of the duly executed First Tranche Instrument Company; and
(iii) on such appointments being made, cause the persons named in part C of Schedule 4 to each cease to be Directors and the person named in part D of Schedule 4 to cease to be Secretary of the Subscribers together with a duly executed Certificate of the First Tranche; andCompany;
(c) the Subscribers Purchaser shall effect payment pay:
(i) $125,000,000 (being the Purchase Price payable pursuant to clause 3.2(a)) and the sum of $7,763,921 on account of any Working Capital Payment payable pursuant to clause 3.2(b) by electronic funds transfer for value to the Company of US Account; and
(ii) shall pay an amount equal to the face value Escrow Amount to the Escrow Account (and the Vendors' Solicitors and the Purchaser's Solicitors are hereby authorised to receive it in such account);
(d) the parties shall join in procuring that:
(i) the current accounting reference period of the First Tranche Company shall be altered so as to end on the Completion Date;
(ii) an agreement for lease in the agreed form in respect of each of the Convertible Bonds Properties described in Part B of Schedule 2 is entered into by the parties identified against each such property;
(iii) an agreement for lease in the proportion that they have subscribed for as set out agreed form in respect of the Property described in Part C of Schedule 3, 2 is entered into by the parties identified against such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingproperty.
4.2 Upon Neither the Purchaser nor the Vendors shall be obliged to complete this Agreement unless the Vendors comply or procure compliance with or fulfillment of the conditions set out in Clause 3.4or, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on case may be, the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) Purchaser complies or procures compliance with, the requirements of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingclause 4.1.
4.3 Upon compliance with or fulfillment of Neither the conditions set out in Clause 3.7, Completion of Purchaser nor the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party Vendors shall be obliged to complete the subscription for sale and the issue purchase of each some but not all of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be)Shares.
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Shares (Viatel Inc)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. a place in Florida of the United States of America as shall be mutually agreed (time being of the essence) when all (but not part only) of the following businesses business shall be transacted:
(a) The Vendor will deliver or cause to be delivered to the Purchaser:-
(i) instruments of transfer in respect of the Sale Shares duly executed by the Vendor and its nominee, respectively, in favour of the Purchaser and/or its nominee;
(ii) sold notes in respect of the Sale Shares duly executed by the Vendor in favour of the Purchaser;
(iii) the definitive share certificates in respect of the Sale Shares;
(iv) the certificate of incorporation, business registration certificate, all licences required for the operation of the business of the Company shall deliver to each which are issued in the name of the Subscribers Company, common seal, all statutory and minute and other record books and share certificate books of the Company together with all unused share certificate forms and all accounting books and records of the Company;
(v) a list of all bank accounts maintained by the Company, a copy of all existing mandates for the operation of those bank accounts, together with copies of statements of those accounts as at a date not earlier than the fifth Business Day before Completion;
(vi) if so requested by the Purchaser, the written resignations of all the directors of the Company and/or the Secretary of the Company in the form satisfactory to the Purchaser and containing statements by the persons resigning to the effect that they have no outstanding claim for compensation for loss of office or any other claim against the Company from which they are resigning their position(s);
(vii) any waivers, consents or other documents required to vest in the Purchaser the full beneficial ownership of the Sale Shares, and enable the Purchaser to procure the Sale Shares to be registered in the name of the Purchaser and its nominee;
(viii) certified copy true copies of all powers of attorney or other authorities (if any) under which the instruments of transfer and/or bought and sold notes in respect of the Sale Shares and/or any other documents contemplated hereby to be executed by the Vendor and/or its nominee have been executed;
(ix) all consents or approvals or notices required under Hong Kong law in relation to this Agreement as of the Completion Date; and
(x) certified copies of the minutes of the meeting of the board resolution of directors of the Company Vendor approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;documents contemplated to be executed at Completion to which it is a party.
(b) The Vendor will procure that the following business is transacted at a meeting of the directors of the Company:-
(i) the directors of the Company shall execute will approve the First Tranche Instrument and deliver a certified copy entry in its register of members of the duly executed First Tranche Instrument to each Purchaser and its nominee as the holders of the Subscribers together with a duly executed Certificate Sale Shares (subject to stamping) and entries will be made in the register and definitive share certificates issued at the direction of the First TranchePurchaser;
(ii) if required by the Purchaser, the acceptance of the resignation of all existing directors and secretary of the Company pursuant to Clause 4.1(a)(vi) and the appointment of such persons nominated by the Purchaser as directors and secretary of the Company; and
(iii) if required by the Purchaser, all existing mandates for the operation of the bank accounts of the Company will be revoked and new mandates issued giving authority to such persons nominated by the Purchaser.
(c) the Subscribers The Purchaser shall effect payment deliver to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for Vendor (or as set out in Schedule 3, such payment to be made by way of it may direct) a cheque cashier's order (drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank Kong or otherwise in Hong Kong for such face value and made payable to immediately available funds) in the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment sum of HK$10,000 (receipt of the conditions set out in Clause 3.4, Completion same shall be a valid discharge of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations Purchaser's obligation under Clause 4.1 or 4.2 or 4.3 (as the case may be3).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Shares (Newtech Corp)
Completion. 4.1 Upon compliance with or fulfillment 7.1 Subject to the provisions of schedule 5, the sale and purchase of the conditions set out in Clause 3.1, Completion for the First Tranche Sale Shares shall take place be completed at the principal place of business offices of the Company Purchaser's Solicitors at 9.00 a.m. on 3 May 1999 (or at such other time or place as the parties hereto shall determine on agree).
7.2 On Completion 3i shall deliver to the First Tranche Completion Date at 4.00 p.m. when all Purchaser a duly executed stock transfer forms in respect of its Sale Shares together with the related share certificates (but not part only) such stock transfer forms to be in favour of the following businesses Purchaser or its nominees, as the Purchaser shall direct) to enable it or its nominees to be transactedregistered as the holders of the Sale Shares free from all encumbrances.
7.3 On Completion the Warrantors shall deliver or cause to be delivered to the Purchaser:
(a) the Company shall deliver to each duly executed stock transfer forms in respect of the Subscribers a certified copy Sale Shares together with the related share certificates (such stock transfer forms to be in favour of the board resolution of Purchaser or its nominees, as the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;Purchaser shall direct) to
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to an acknowledgement from each of the Subscribers together with Warrantors to the Purchaser and the Company executed as a duly executed Certificate deed to the effect that save in relation to remuneration or reimbursement of expenses incurred in relation to his or her employment details of which are specified in such deed, there is no outstanding indebtedness owing at Completion from the First Tranche; andCompany to such Warrantor or to any such Warrantor's Affiliate or vice versa;
(c) the Subscribers shall effect payment to the Company letters of an amount equal to the face value of the First Tranche of the Convertible Bonds resignation in the proportion that they have subscribed for as set out in Schedule 3agreed form from Ian ▇▇▇▇, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇hn ▇▇▇▇▇, ▇▇n ▇▇▇▇▇, ▇▇ah▇▇▇ ▇▇▇▇▇▇’▇▇ order issued by a licensed bank in Hong Kong for such face value and made payable ▇▇▇ Ian ▇▇▇▇▇▇ ▇▇ directors of the Company;
(d) written confirmation to the Company or such party as and the Company may direct in writing.
4.2 Upon compliance with or fulfillment Purchaser that each of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business aforementioned departing directors of the Company or such (other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/than Ian ▇▇▇▇▇ ▇▇▇ Ian ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable ) ▇▇s returned or delivered to the Company or such party as all property of the Company may direct used, enjoyed or held by them in writing.
4.3 Upon compliance with their capacity as employees or fulfillment officers of the conditions set out in Clause 3.7, Completion Company including without prejudice to the generality of the Third Tranche shall foregoing books, records, papers and information of the Company (on whatever medium stored), motor vehicles, credit cards, keys, security cards, personal computers, software, magnetic or other discs on which information is stored;
(e) the written resignation of the auditors of the Company together with a statement in accordance with section 394 of the Companies Act that there are no circumstances connected with such resignation which they consider should be brought to the attention of the members or creditors of the Company;
(f) the statutory books of the Company complete and accurate up to Completion (but not including any acts or transactions to take place at the principal place Completion) and any company seal(s), certificates of business incorporation, certificates of incorporation on change of name and all unused share certificates of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when and all (but not part only) cheque books of the following businesses shall be transacted:Company;
(ag) the Company shall execute Warrantors' Disclosure Letter;
(h) revised contracts in the Third Tranche Instrument agreed form between the Purchaser and deliver a certified copy each of the Third Tranche Instrument to the Subscribers together with a Simon Best and Piers Lincoln duly executed Certificate for by the Second Tranche; andparties.
(bi) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds consultancy agreements in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way agreed form between the Purchaser and each of a cheque drawn on a licensed bank in Hong Kong/John ▇▇▇▇▇ ▇▇▇ Ian ▇▇▇▇▇▇ ▇’▇ order issued ▇▇y executed by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writingparties.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of Subject to the conditions set out in Clause 3.1Conditions Precedent being fulfilled (or, as the case may be, waived by the relevant Party(ies)), Completion for the First Tranche shall take place at the principal place office of business ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, 15 Queen’s Road Central, Hong Kong at 10:00 am (or at such other place, time or date as the Parties may agree) on the Completion Date.
4.2 At or before Completion, the Issuer shall procure that a meeting of the Company or Board is duly convened and held in accordance with the Constitution at which the execution of each Warrant Document to which the Issuer is a party and the performance by the Issuer of its obligations under such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when Warrant Documents is approved and/or ratified.
4.3 At Completion, all (but not part some only, unless the Subscriber so agrees) of the following businesses business shall be transacted:
(a) the Company Issuer shall deliver issue the Warrants to each the Subscriber (or its nominee) free and clear of all Encumbrances and register the Subscribers a certified copy of Subscriber (or its nominee) in the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersRegister;
(b) the Company Issuer shall execute deliver to the First Tranche Instrument Subscriber, each in form and deliver substance to the reasonable satisfaction of the Subscriber:
(i) a certified true copy of the duly executed First Tranche Instrument Board resolutions approving and/or ratifying the matters below:
(A) approving the terms of, and the transactions contemplated by, the Warrant Documents to each which the it is a party and resolving that the Issuer executes the Warrant Documents to which it is a party;
(B) authorising a specified person or persons to execute the Warrant Documents to which it is a party on its behalf;
(C) authorising a specified person or persons, on behalf of the Subscribers together Issuer, to sign, execute and/or despatch all documents and notices to be signed, executed and/or despatched by it under or in connection with any Warrant Documents to which the Issuer is a duly executed Certificate of the First Trancheparty; and
(cD) a specimen of the signature of each person authorised by the resolution referred to in Clause 4.3(b)(i)(B) above;
(ii) a certified true copy of the Register, reflecting ownership of the Warrants by the Subscriber (or its nominee);
(iii) a copy of the approval from the HKSE for the listing of, and permission to deal in, all the Warrant Shares;
(iv) a closing certificate, dated as at the Completion Date and addressed to the Subscriber from the Issuer, executed by a Director (or another duly authorised signatory) and substantially in the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilment; and
(v) the Subscribers shall effect payment original executed copies of the following documents:
(A) the Warrant Instruments; and
(B) the Warrant Certificates.
4.4 Subject to the Company of Issuer’s compliance with Clause 4.3, at Completion, the Subscriber shall pay or cause to be paid the Subscription Price, or, if Clause 12.1(b) applies, an amount equal to the face value Subscription Price less the Cost Reimbursement Amount deductible pursuant to Clause 12.1(b), in HKD or USD (based on a fixed exchange rate of HKD7.775 : USD1) (at the Subscriber’s election) by wire transfer of immediately available funds to the Issuer’s bank account (the “Closing Account”), provided that the details of the First Tranche of Closing Account shall be provided by the Convertible Bonds Issuer in the proportion that they have subscribed for duly executed wire transfer instruction in the form and substance as set out in Schedule 3Appendix 4 (the “Wire Transfer Instruction”) to the Subscriber at least five Business Days prior to the Completion Date, such payment and further provided that the duly executed Wire Transfer Instruction shall have been sent to be made the Subscriber on the Completion Date via email by way of a cheque drawn on a licensed bank in Hong Kong/the Issuer to ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇@▇▇’▇.▇▇▇ order issued (copying ▇▇▇▇.▇▇▇@▇▇▇.▇▇▇) or another email account as otherwise designated by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be)Subscriber.
4.5 If the Company on obligations of the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations Issuer under Clause 4.1 4.3 or 4.2 or 4.3 (as if the case may be) on or before obligations of the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether Subscriber under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Warrant Subscription Agreement
Completion. 4.1 Upon compliance with or fulfillment 5.1 The sale and purchase of the Sale Shares shall be completed on or before the expiry of thirty (30) days from the date the last of the approvals or conditions set out stated in Clause 3.1, Completion for 4 have been obtained or fulfilled ("COMPLETION DATE") in the First Tranche manner hereinafter set forth:-
5.1.1 the Vendors shall take place at deliver or procure the principal place of business delivery to NHancement of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transacted:following:-
(a) the Company shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion Board of this Agreement, the Instruments and the issue Directors of the Convertible Bonds and Company (duly certified by a Director or the Certificates for company Secretary of the Convertible Bonds Company) approving the transfer of the Sale Shares from the vendors to NHancement or its nominee(s) together with signed copies of the waiver(s) of pre-emption rights of any person whomsoever to the Sale Shares or any part thereof it such waiver(s) are required under the Articles of Association of the Company to enable NHancement or its nominee(s) to be delivered to each registered as the transferee(s) of the SubscribersSale Shares;
(b) the Company shall execute relevant share certificates relating to the First Tranche Instrument Sale Shares and deliver a certified copy of the duly executed First Tranche Instrument to each valid and registrable transfers in respect thereof in favour of the Subscribers together with a duly executed Certificate of the First Tranche; andNhancement or its nominee(s);
(c) a copy of the Subscribers shall resolutions of the Board of Directors of the Company (duly certified by a Director or the Secretary of the Company) approving the appointment of four (4) nominees of Nhancement as directors of the Company;
(d) letters of resignation of all directors of the Company other than the directors nominated by Nhan▇▇▇▇▇▇ ▇▇ take effect payment immediately and without any compensation for loss of office;
(e) letters of resignation of the Auditors and the Company Secretary; 8
(f) the common seal and all assets and documents belonging to the Company;
(g) employment agreements between the persons whose names appear below and the Company of an amount equal in a form acceptable to NHancement whereby the face value of said persons agree to be employed by the First Tranche of the Convertible Bonds Company in the proportion that they have subscribed designation which appears against their respective names for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/not less than two (2) years after the Completion Date. Name Designation ---- ----------- Goh ▇▇▇ ▇▇▇▇▇ Managing Director Ng K▇▇ ▇▇▇ Technical Manager Man ▇▇▇▇ ▇▇▇▇ Technical Manager Ahil▇▇ ▇▇▇▇▇▇’▇▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4Divisional Manager, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second TrancheSales; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/s/o S.L. ▇▇▇▇▇▇’▇ order issued
(h) a market stand-off agreement signed by each Vendor substantially in a licensed bank in Hong Kong for such face value form acceptable to NHancement;
(i) a Closing Certificate signed by each Vendor whereby the Vendors confirm that the representatives, warranties and made payable to covenants provided by them under this Agreement remain true and accurate as at the Completion Date;
(j) a Closing Certificate signed by the Managing Director of the Company or such party as confirming that the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions representations and warranties set out in Clause 3.7Clauses 6.1.1 to 6.1.28 hereof remain true and accurate, Completion of and the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as undertakings set out in Schedule 3, such payment Clauses 7.1.1 to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing7.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Sale of Shares Agreement (Nhancement Technologies Inc)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place in accordance with this clause 4 at the principal place offices of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Chance, London on the Company or such party as tenth Business Day following the Company may direct in writing.
4.2 Upon compliance with or fulfillment satisfaction of all the conditions set out in Clause 3.4, clause 3.1 (or such other day as the parties may agree) provided that such conditions are satisfied prior to the Long Stop Date.
4.2 At Completion the Sellers shall give to the Buyers each item specified in schedule 1.
4.3 The Sellers shall procure that at Completion:
4.3.1 the Company's directors hold a meeting of the Second Tranche shall take place at the principal place board of business directors of the Company or such other place as at which the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacteddirectors:
(a) vote in favour of the registration of the Buyers or their respective nominee(s) as member(s) of the Company shall execute the Second Tranche Instrument and deliver a certified copy in respect of the Second Tranche Instrument Shares (subject to the Subscribers together production of properly stamped transfers);
(b) do all such acts and things, if any, as may be necessary to give effect to the transfer of the IFC Debt and the DEG Debt on behalf of the Company;
(c) if required by the Buyers (such requirement to be notified by the Buyers to the Representative at least 21 days before Completion), change the Company's registered office to a place nominated by the Buyers;
(d) change the Company's accounting reference date to December 31;
(e) if required by the Buyers (such requirement to be notified by the Buyers to the Representative at least 21 days before Completion), accept the resignation of the Company's existing directors, auditors and secretary with a duly executed Certificate effect from the end of the meeting;
(f) appoint persons nominated by the Buyers as directors, secretary and auditors of the Company with effect from the end of the meeting;
(g) with effect from the end of the meeting, authorise the secretary to notify the specimen signatures of the new officers of the Company in connection with each existing mandate given by the Company for the Second Trancheoperation of the Company's Bank Accounts; and
(bh) terminate with effect from the Subscribers shall effect payment date of Completion the contracts of employment of all the Company's employees (except those of the Company's expatriate staff agreed between the Sellers and the Buyers prior to the Company execution of an amount equal this Agreement), give effect to the face value Redundancy Programme and the making of the Second Tranche Redundancy Payment.
4.3.2 the Rehabilitation Amount is standing to the credit of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second TrancheRehabilitation Reserve Account; and
(b) the Subscribers shall effect payment 4.3.3 all Redundancy Payments will be made to the Company of an amount equal employees terminated (as referred to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writingclause 4.3.2(h)).
4.4 No party At Completion the Sellers shall be obliged to complete paid:
4.4.1 the subscription first tranche of the Initial Purchase Price for the IFC Debt and the issue DEG Debt of each US$2,000,000 by drawing on the US$2m L/C in accordance with clause 5.1.2 below;
4.4.2 the second tranche of the First Tranche, Initial Purchase Price for the Second Tranche IFC Debt and the Third Tranche or perform any obligations hereunder unless all DEG Debt of US$10,000,000 in accordance with clause 5.1.5 below; and
4.4.3 the parties hereto comply fully third tranche of the Initial Purchase Price for the Shares of US$1 in accordance with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.clause 5.1.6
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Debt and Shares (Golden Star Resources LTD)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 5.1 Completion for the First Tranche shall take place at the principal place of business offices of the Company or such other place as Seller unless otherwise agreed by the parties hereto shall determine Parties, on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transacteddates set out as follows:
(a) On Completion Date, the Seller shall:
(i) cause to be delivered to the Purchaser copies of its corporate approvals referred to in clause 2(a) above;
(ii) cause to be delivered to the Purchaser instruments of transfer in respect of the Shares duly completed in favour of the Purchaser; and
(iii) procure that a meeting of the board of directors of the Company shall deliver is held pursuant to each board resolutions of the Subscribers Company to be in the agreed form by Completion dealing with all those matters required to be approved by the Company at Completion including the following:
(1) the Registered Agent is instructed to provide a certified copy of the board resolution updated register of members to the Purchaser and the Seller and such other persons as the Purchaser or the Seller may nominate; and
(2) any director of the Company approving and authorising is authorised to execute share certificates in the names of the Seller;
(3) the execution of the Shareholders Agreement by the Company is approved and completion any director of this Agreement, the Instruments Company is authorised to execute the Shareholders Agreement for and on behalf of the Company;
(4) any changes to the directors and officers (as appropriate) of the Company as required by the Shareholders Agreement are approved and the issue Registered Agent is authorised and instructed to update the Company’s registers of directors and officers (as appropriate) to reflect such changes and deliver copies of the Convertible Bonds same to the Seller and to the Certificates for Purchaser and consents from relevant so appointed directors to act and relevant directors’ resignation letters shall be produced in the Convertible Bonds to be delivered to each of agreed form. unless in any case waived by the SubscribersPurchaser;
(b) Within fifteen Business Days after the Company shall execute Completion Date (or if such day is not a Business Day, the First Tranche Instrument and deliver a certified copy next Business Day), the Purchaser shall, following compliance by the Seller with the provisions of clause 5.1(a) above:
(i) cause to be delivered to the Seller copies of its corporate approvals referred to in clause 2(a) above;
(ii) pay the Purchase Price into the account of the duly executed First Tranche Instrument Seller, details of which must have been notified to each the Purchaser, by electronic transfer of funds for same day value; unless in either case waived by the Subscribers together with a duly executed Certificate of the First TrancheSeller; and
(c) On Completion Date, the Subscribers shall effect payment to Seller, a second investor and the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company Purchaser shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingShareholders Agreement.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Alfa Telecom Turkey LTD)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 10.1 Completion for the First Tranche shall take place at the principal place offices of business of Wikborg Rein Advokatfirma AS. at Dronning ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇▇ within ten Business Days after the Company or such other place as Completion Conditions are satisfied.
10.2 At Completion, the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transactedSeller shall:
(a) deliver to the Company shall deliver a notice of its intention to each of transfer the Subscribers a certified copy of shares in the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersCompany;
(b) deliver to the Buyer evidence of the authority of the individual completing the Agreement on behalf of the Seller, as well as a board resolution and shareholder resolution of the Seller approving the Transaction;
(c) deliver to the Buyer a copy of duly signed minutes from a board meeting in the Company shall execute approving the First Tranche Instrument and transfer of the Shares to the Buyer;
(d) deliver to the Buyer a certified copy of the Novation Agreement executed by the Seller and the Company;
(e) deliver to the Buyer a copy of the share transfer deed in form SH-4 executed by the Seller;
(f) deliver to the Buyer and the Company a copy of Form 4 executed by the Seller;
(g) deliver share certificates or letter of allotment (as applicable) for the Shares to the Company;
(h) procure that share certificates for the Shares are issued by the Company in favour of the Buyer;
(i) procure that SH-4 and Form 4 to be duly executed First Tranche Instrument stamped as required by Indian law;
(j) procure that the Shares are transferred to the Buyer, free and clear of any Encumbrances;
(k) deliver to the Buyer a copy of the Company’s shareholder register showing that the Buyer has been registered as the owner of the Shares, free and clear of any Encumbrances;
(l) deliver to the Buyer letters of resignation from each of the Subscribers together with a duly executed Certificate board members of the First TrancheCompany confirming that they resign from their respective offices with effect from Completion and that they waive any right to any fees and other claims that they may have against the Company in their capacity as members of the board at such time;
(m) deliver to the Buyer documentation satisfactory to the Buyer evidencing (i) that the creditor rights under any Approved Shareholder Loan has been transferred to the Buyer from the relevant Approved Shareholder Creditor and (ii) that the Company has been notified of and approved such transfer of creditor rights under such Approved Shareholder Loan; and
(cn) the Subscribers shall effect payment deliver to the Company of an amount equal to the face value Buyer evidence of the First Tranche authority of the Convertible Bonds individual completing documentation in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn paragraph (m) above on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment behalf of the conditions set out in Clause 3.4Approved Shareholder Creditor, Completion as well as a board resolution and shareholder resolution of the Second Tranche shall take place at Approved Shareholder Creditor approving the principal place of business transfer of the Company or such other place as creditor rights under the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingApproved Shareholder Loan.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 7.1 Completion for the First Tranche shall take place at the principal place of business offices of the Company Seller’s Solicitors or at such other place as the parties hereto shall determine may agree on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses business shall be transacted:
7.1.1 the Seller shall deliver to the Buyer (or, in the case of the items described in clause 7.1.1(g), 7.1.1(h) and 7.1.1(q), make available at the Company’s registered office):
(a) the Company shall deliver to each certified copies of the Subscribers a certified copy minutes recording the resolution of the board resolution of directors of the Company approving and Seller authorising the execution sale of the Sale Share and completion of the other transactions contemplated by this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;
(b) a transfer in respect of the Company shall execute Sale Share duly executed and completed in favour of the First Tranche Instrument Buyer (or any person the Buyer nominates for this purpose), together with the certificate for the Sale Share and deliver a certified copy of the duly executed First Tranche Instrument to each power of attorney or other authority under which the Subscribers together with a duly executed Certificate of the First Tranche; andtransfer has been executed;
(c) irrevocable powers of attorney in the Subscribers shall effect payment agreed form executed by each of the registered holders of the Sale Share in favour of the Buyer to enable the Buyer to exercise all voting and other rights attaching to the Company Sale Share pending registration of an amount equal the transfer to the face value Buyer or its nominee;
(d) written resignations (expressed to take effect from the end of the First Tranche board meeting of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/relevant Group Company from ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value ▇▇▇▇ and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇ ▇▇▇▇▇▇’▇▇ order issued of each Group Company, resigning from their respective offices and employments, in each case executed as deeds in the agreed form;
(e) a notice of immediate resignation from the auditor of each Group Company, complying in all respects with the requirements of sections 516 and 519 CA 2006 and containing a statement that there are no circumstances connected with the auditor ceasing to hold office that it considers should be brought to the attention of the members or creditors of the relevant company, accompanied by a licensed bank written confirmation that such auditors have no claims for unpaid fees or expenses;
(f) duly executed transfers (in Hong Kong favour of such person or persons as the Buyer may direct or have directed) of all shares in the Subsidiaries not registered in the name of any Group Company, together with the certificates for such face value those shares;
(g) (as agents for each Group Company) all its statutory and made payable minute books, its common seal (if any), certificate of incorporation, any certificate or certificates of incorporation on change of name and other documents and records including copies of its memorandum and articles of association;
(h) the deeds and documents of title relating to the Properties;
(i) (if not already delivered) the duly executed Disclosure Letter and accompanying disclosure bundles;
(j) (if not already delivered) the duly executed Taxation Deed;
(k) evidence in a form satisfactory to the Buyer (acting reasonably and in good faith) that all Guarantees given by any Group Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment respect of liabilities of the conditions set out Seller and any Seller’s Connected Person have been released;
(l) the Transitional Services Agreement duly executed by the Seller and the Company;
(m) evidence satisfactory to the Buyer (acting reasonably and in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part onlygood faith) of the following businesses shall be transacted:capacity and authority of each person executing a document referred to in this clause on the Seller’s behalf;
(an) releases in a form acceptable to the Seller and the Buyer (each acting reasonably and in good faith) of all obligations of a Group Company arising under or in connection with finance facilities and all mortgages, charges, and debentures granted by a Group Company, properly executed by the facility provider or chargee, together with related declarations of satisfaction (Forms 403a) sworn by a director of the relevant Group Company;
(o) the Company shall execute ICC2L Addendum duly executed by the Third Tranche Instrument Seller and deliver a certified copy Imagine Corporate Capital 2 Limited;
(p) the Ancillary Costs and Services Agreement executed by (1) the Seller and (2) Imagine Syndicate Management Limited;
(q) copies of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds GP Data in the proportion that they have subscribed for as set out form and method determined in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writingaccordance with clause 5.11.
4.4 No party 7.1.2 the Seller shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 procure (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(cthey are able) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.transfer mentioned in clause 7.1.1
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment Subject to the provisions in Clause 2 hereof, completion of the conditions set out in Clause 3.1, Completion for sale and purchase of the First Tranche Sale Shares shall take place at the principal place offices of business of Arculli Fong & Ng (the Company "PURCHASER'S SOLICITORS"), the Solicitors for the Purchaser, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Central, Hong Kong or such any other place as the parties hereto shall determine Parties may agree at 5:00 p.m. on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) a Friday of the week immediately following businesses the week when the Approval is granted by the SFC, when the following business shall simultaneously be transactedtransacted :-
(a) the Company Purchaser shall deliver to each the Vendor the following :-
(i) a solicitor's cheque for payment of the Subscribers balance of the Consideration and the Vendor's Solicitors will release the Deposit to the Vendor; and
(ii) a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribersminutes of the board of directors of the Purchaser and the Guarantor approving this Agreement and authorizing/confirming the authorization of an authorised person for signing of this Agreement and (for the Purchaser) the bought note and the instrument of transfer and any other incidental documents hereof;
(b) the Company Vendor shall execute deliver to the First Tranche Instrument Purchaser the following :-
(i) sold notes and deliver instrument of transfer in favour of the Purchaser in respect of the Sale Shares all executed by the Vendor in accordance with the Stamp Duty Ordinance;
(ii) original share certificate(s) or re-issued share certificate(s) in respect of the Sale Shares;
(iii) such other documents as may be reasonably required to give a good and effective transfer of title to the Sale Shares to the Purchaser and to enable them to become the registered holders thereof;
(iv) a cheque drawn in favour of the Government of the Hong Kong Special Administrative Region for an amount equivalent to the stamp duty payable under the Stamp Duty Ordinance in respect of the sold notes in respect of the Sale Shares;
(v) a certified copy of the duly executed First Tranche Instrument to each minutes of the Subscribers together with a duly executed Certificate board of directors of the First Tranche; andVendor (if the Vendor is a corporate) approving the sale of the Sale Shares and authorizing/confirming the authorization of an authorised person for signing of this Agreement and the sold note and the instrument of transfer and any other incidental documents hereof;
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clausevi) to the extent that the same are not already in the possession of the Company or its agents, the certificate of incorporation, business registration certificate, common seal of the Company, all copies of memorandum and articles of association of the Company, the statutory books of the Company duly made up to date, any unissued share certificates, all current insurance policies, books and accounts and other party records, cheque books, title deeds and evidence of ownership to all assets of the Company and all current contracts;
(vii) an original of the Disclosure Letter duly executed by the Vendor in the form identical to that attached as Schedule 3 hereto or with lesser disclosures;
(c) the Vendor shall cause a meeting of the board of directors of the Company to be held at which resolutions shall be passed to :-
(i) approve the transfer of the Sale Shares;
(ii) register (subject to stamping) the transfer of the Sale Shares referred to above and to issue new certificate(s) for the Sale Shares in the name(s) of the Purchaser;
(iii) appoint one person as the Purchaser may nominate as the Chairman of the Company and such person(s) as the Purchaser may nominate as director(s) of the Company and (subject to the approval of the SFC) one person as the Purchaser may nominate as the Responsible Officer of the Company all to take effect from the close of business of the said meeting if so required by the Purchaser; and
(iv) amend all banking authorisations, instructions and mandates of the Company in such manner as the Purchaser may direct; and
(d) the Purchaser shall :-
(i) produce for inspection by the Vendor the bought notes in respect of the Sale Shares executed by the Purchaser in compliance with the Stamp Duty Ordinance; and
(ii) procure the stamping of the bought and sold notes and the instrument of transfer in respect of the Sale Shares as soon as practicable thereafter and present the said instrument of transfer together with the share certificate(s) in respect of the Sale Shares to the Company for registration of the transfer.
4.2 The transactions described in Clause 4.1 hereof shall take place at the same time, so that in default of the performance of any such transactions by a Party, the other Party shall not have complied with its obligations thereunderbe obliged to complete the sale and purchase aforesaid.
4.3 Immediately after Completion, the Purchaser and the Vendor shall enter into an option agreement in the form and substance as set out in Schedule 4 hereto.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Shares (China Finance Online Co. LTD)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, (A) Completion for the First Tranche shall take place at the principal place offices of business of Chao and ▇▇▇▇▇ at Suites 2601-5, Asia Pacific Finance Tower, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ on the Company second Business Day (or such other place day as the parties hereto shall determine on Company, SAI and the First Tranche Completion Date at 4.00 p.m. when all Investors may agree) following the last to occur (but not part onlyi) completion of the following businesses shall be transacted:Sale; (ii) receipt by the Investors from the Escrow Agent of the Completion Amount pursuant to the Escrow Letter; and (iii) release of the Release by the Escrow Agent pursuant to the Escrow Letter.
(aB) At Completion, the following transactions shall take place:-
(1) the Company shall shall:-
(i) deliver to each of the Subscribers Investors a certified copy of the board resolution of the Company approving and authorising execution and completion of this Agreement and resolving to effect and do all that is necessary to give effect to this Agreement;
(ii) deliver to the Investors a certified copy of the board resolution of SAI approving and authorising execution and completion of this Agreement and resolving to effect and do all that is necessary to give effect to this Agreement and the Guarantee;
(iii) deliver to the Investors a certified copy of the board resolution of CIBHL approving and authorising the execution and completion of this Agreement, the Instruments Agreement and resolving to effect and do all that is necessary to give effect to this Agreement and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersGuarantee;
(biv) deliver to the Company shall execute the First Tranche Instrument and deliver Investors a certified copy of the duly executed First Tranche Instrument board resolution of ACL approving and authorising the execution and completion of this Agreement and resolving to each of effect and do all that is necessary to give effect to this Agreement and the Subscribers together with a duly executed Certificate of the First Tranche; andACL Undertaking;
(cv) the Subscribers shall effect payment deliver to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver Investors a certified copy of the Second Tranche Instrument board resolution of SIHL approving and authorising the execution and completion of this Agreement and resolving to the Subscribers together with a duly executed Certificate for the Second Trancheeffect and do all that is necessary to give effect to this Agreement; and
(bvi) the Subscribers shall effect payment deliver evidence satisfactory to the Investors that the Company of an amount equal has effected payment by cashier order to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/Chao and ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value respect of all the costs and made payable expenses referred to in Clause 6 hereof, the amount of which shall be notified to the Company or such party as by the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:Investors prior to Completion;
(a2) the Company ERL shall execute the Third Tranche Instrument and deliver a certified copy to Brilliant Future Holdings Limited the New Share Mortgage and the board resolution of ERL approving and authorising the Third Tranche Instrument execution and completion of this Agreement and the New Share Charge and resolving to effect and do all that is necessary to give effect to this Agreement and the Subscribers together with a duly executed Certificate for the Second TrancheNew Share Charge; and
(bC) All the Subscribers events which are to take place at Completion shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value take place simultaneously and made payable to Company or such party as the Company may direct in writing.
4.4 No no party shall be obliged to complete this Agreement unless the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the other parties hereto simultaneously comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 contained in sub-clause (as the case may be)B) of this clause.
4.5 If (D) For the Company on avoidance of doubt, the one hand or continuing obligations of the Subscribers on Sunbase Parties under the Settlement Agreement shall not cease as a result of Completion other hand shall be unable to comply with any of their respective than for SPC, whose continuing obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before Settlement Agreement are released by the date fixed for operation and effect of the Release after Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Completion. 4.1 Completion shall take place forthwith on execution and exchange of this Agreement at the offices of Maxwell Batley 27 Chancery Lane London WC2.
4.2 Upon compliance with or fulfillment Completio▇ ▇▇▇ ▇▇▇▇▇▇ ▇h▇▇▇ :-
▇.▇.▇ ▇eliver to the Purchaser duly completed and signed transfers of the conditions Sale Shares by the registered holders thereof in favour of the Purchaser (or as it may direct) together with the respective bought/sold notes and original share certificates in relation to the Sale Shares together with a letter of confirmation that any existing trust between the Vendor and Hunt (UK) is cancelled;
4.2.2 cause a board meeting of ▇▇▇ Company to be held at which (inter alia) the existing directors of the Company shall :-
(i) approve the registration of the Purchaser and or its nominee as members of the Company in respect of the Sale Shares subject to the production of duly stamped instruments of transfer;
(ii) revoke all existing mandates for the operation of all the bank accounts of the Company and issue new mandates giving authority to persons nominated by the Purchaser provided that the Purchaser shall give at least 3 Business Days' advance notice of this in writing to the Vendor;
(iii) appoint such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and upon such appointment forthwith cause all the existing directors of the Company to retire from their respective offices and resign as employees each delivering to the Purchaser a letter under seal in agreed terms acknowledging that the person so retiring and resigning has no entitlement to claim compensation for wrongful dismissal or unfair dismissal or to payment for redundancy or in respect of any other moneys or benefits due to him from the Company arising out of or in connection with his employment and/or its termination;
(iv) [deleted]
(v) deliver to the Purchaser a counterpart Deed of Assignment of Debt duly executed by Hunt (UK) and Hunt (NL) together with a let▇▇▇ of acknowl▇▇▇▇ment to the Deed of Assignment of Debt signed by the Company.
4.3 Upon Completion the Purchaser shall :-
4.3.1 effect a telegraphic transfer to the Vendor of HK$2,102,800 being the aggregate amount of the Share Price and the first instalment of the Debt Price as set out in Clause 3.1the Deed of Assignment of Debt;
4.3.2 deliver to the Vendor certified true copies of the board resolutions of the Purchaser approving the acquisition of the Sale Shares, the execution of this Agreement and the completion of this Agreement and the transactions contemplated thereby; and
4.3.3 deliver to the Vendor a duly executed counterpart Deed of Assignment of Debt.
4.4 As soon as practicable after Completion the Purchaser shall present the instruments of transfer together with the share certificates in respect of the Sale Shares to the Company for registration of the First Tranche transfer.
4.5 All the transactions described in Clauses 4.2 and 4.3 above shall take place at the principal place of business same time, so that in default of the Company or performance of any such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreementtransactions by one party, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall not be obliged to complete the subscription for sale and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform purchase aforesaid (without prejudice to any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may befurther legal remedies).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Shareholder Agreement (Hunt Corp)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.15.1 Subject as hereinafter provided, Completion for the First Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine Parties may agree, on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of Date.
5.2 On the following businesses Completion Date, the Vendors shall be transacteddeliver to the Purchaser:
(a) evidence in form and substance satisfactory to the Company shall deliver to each Purchaser of the Subscribers a certified copy satisfaction of the board resolution of the Company approving conditions specified in Clause 3.1 (other than Clause 3.1(a), 3.1(h), 3.1(i) and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers3.1(k));
(b) duly executed and valid share transfer forms in respect of the Sale Shares in favour of the Purchaser (or as it may direct) accompanied by the relevant share certificates for the Sale Shares;
(c) a working sheet computing the net asset value per share of the Company shall execute signed by a director or secretary of such Company;
(d) the First Tranche Instrument written resignation of such number of directors and deliver the secretary as the Purchaser may notify to the Vendors in writing from their directorships and/or offices or places of profit under each Group Company, such resignation to take effect from and on the Completion Date, with acknowledgments signed by each of them in a certified copy form satisfactory to the Purchaser to the effect that they have no claim whatsoever against such Group Company for compensation for loss of office, redundancy or unfair dismissal or otherwise howsoever;
(e) if so required by the Purchaser and notified by the Purchaser to the Vendors in writing, the written resignations of the auditors of each Group Company to take effect from and on the Completion Date with an acknowledgment signed by them in a form satisfactory to the Purchaser to the effect that they have no claim whatsoever against such Group Company;
(f) duly executed First Tranche Instrument to each certified copies of the Subscribers together with board and shareholders’ resolutions referred to in Clause 5.3; a letter from the company secretary of each Group Company confirming that the certificates of incorporation, common seals (if any), cheque books and statutory books of such Group Company (respectively duly executed Certificate up-to-date) are in such Group Company’s possession;
(g) a letter from the company secretary of each Group Company confirming that all the First Tranchecorporate, financial and accounting books and records (including, if relevant, foreign exchange registration certificate, state and local tax registration certificates, import and export licenses, and foreign currency loan and security registration certificates) of such Group Company and all documents of title relating to its properties are in such Group Company’s possession;
(h) a list of bank accounts maintained by each Group Company; and
(ci) a certificate signed by the Subscribers shall effect payment Vendors confirming that the Warranties have been complied with and would be correct in all respects as if repeated on the Completion Date by reference to the Company of an amount equal to circumstances then existing and that all the face value undertakings on the part of the First Tranche Vendors contained in Clause 8 have been fully performed and observed by the Vendors.
5.3 On or before the Completion Date, the Vendors shall procure the passing of the Convertible Bonds in the proportion that they have subscribed for following board and shareholders’ resolutions (as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business specified below) of the Company or such other place as in terms approved by the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transactedPurchaser:
(a) board resolution approving the Company shall execute the Second Tranche Instrument and deliver a certified copy transfer of the Second Tranche Instrument Sale Shares to the Subscribers together with a Purchaser, or the transfer of any part of the Sale Shares to nominees appointed by the Purchaser and registration of the share transfers referred to in Clause 5.2(a) subject only to their being duly executed Certificate for stamped;
(b) board resolution accepting the Second Trancheresignations referred to in Clause 5.2.(d) and appointing such persons as the Purchaser may nominate as directors and secretary of each Group Company;
(c) board resolution revoking all existing authorities to bankers of each Group Company in respect of the operation of its bank accounts and giving authority in favour of such persons as the Purchaser may nominate to operate such accounts;
(d) if required, shareholders’ resolution accepting the resignations referred to in Clause 5.2(e) and appointing such firm as the Purchaser may nominate as auditors of the Company; and
(be) such board and/or shareholder’s resolutions of Excel Hero, the Subscribers WFOE, the Designated PRC Company and HZY as may be necessary for the approval of the Restructuring (in so far as if relates to each of such entities) and any of the transactions contemplated thereby.
5.4 On completion and against compliance by the Vendors with Clauses 5.2 and 5.3, the Purchaser shall effect payment issue and allot to the Company of an amount equal to Vendors the face value of the Second Tranche of the Convertible Bonds Completion Consideration Shares in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingaccordance with Clause 4.2.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche 5.5 The Purchaser shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue purchase of each any of the First TrancheSale Shares unless the sale and purchase of all the Sale Shares are completed.
5.6 If any or all of the documents required to be delivered by either Party is not for any reason fully complied with in any respect at Completion, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand Party not in default shall be unable entitled to (in addition and without prejudice to all other rights or remedies available to it, including the right to claim damages):-
5.6.1 rescind this Agreement; or
5.6.2 proceed with Completion so far as practicable having regard to the defaults which have occurred (without prejudice to its rights to claim damages from the defaulting Party for its failure to comply with any of their respective obligations the conditions in Clause 5 or any of its rights under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:this Agreement); or
(a) 5.6.3 defer Completion to a date not more than 10 Business Days twenty eight (28) days after the said date (and so that Completion Date, in which case the provisions of this Clause 4 5 shall apply to Completion as so deferred); or.
5.7 In the event that Completion shall not take place due to any failure to satisfy any or all of the conditions precedent mentioned in Clause 3 or the occurrence of any event which is beyond the reasonable control of the Purchaser, this Agreement and the MOU shall ipso facto cease and all parties hereto shall have no claims against each other save for (a) antecedent breaches of any representations or undertakings and/or (b) proceed to Completion so far as practicable; or
(c) rescind provided for in this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 6.1 Completion for the First Tranche place and date Completion shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this AgreementL▇▇▇▇ ▇▇, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇ ▇'▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for , Sydney on the day being 2 Business Days after the date on which this Agreement becomes binding under clause 2.1 or on such face value and made payable to the Company or such party other date as the Company parties may direct agree upon in writing.
4.3 Upon compliance with or fulfillment of 6.2 Vendors' obligations on Completion Subject to the conditions set out in Clause 3.7Purchaser satisfying its obligations under clause 6.3, on Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transactedVendors will:
(a) (Delivery): give and deliver to the Purchaser a written authority addressed to the Purchaser's solicitors, to release from escrow and to deliver to the Purchaser the following:
(i) the share certificates for the Sale Shares;
(ii) completed transfers of the Sale Shares duly executed by the registered holder of those shares in favour of the Purchaser as transferee;
(iii) written and duly executed resignations with effect from the Completion Date from: A. the directors of the Company shall execute the Third Tranche Instrument and deliver a certified copy that have been appointed as nominees of the Third Tranche Instrument to Vendors; B. the Subscribers together with a duly executed Certificate for secretary of the Second TrancheCompany that have been appointed as nominees of the Vendors; andand C. if so requested by the Purchaser, the Auditors.
(b) (Meetings): cause a meeting of the Subscribers shall effect payment to directors of the Company of an amount equal to be held at which: (i) persons nominated in writing for that purpose by the face value Purchaser and having consented in writing to appointment will be appointed directors of the Second Tranche Company; (ii) persons nominated in writing for that purpose by the Purchaser and having consented in writing to appointment will be appointed secretaries of the Convertible Bonds in Company; (iii) the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way directors of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct resolve to accept the resignations referred to in writing.
4.4 No party shall be obliged to complete clause 6.2(a)(iii); (iv) the subscription for and the issue of each directors of the First Tranche, Company resolve to register the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be)share transfers referred to in clause 6.2(a)(ii) subject to those transfers being stamped.
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Shareholder Agreement (Hyde Athletic Industries Inc)
Completion. 4.1 Upon (A) Subject to satisfaction of all the Conditions in full (save for any Condition the full compliance with or fulfillment satisfaction of which has been waived by the conditions set out in Clause 3.1Purchaser) and the provisions under Clauses 2 and 5, Completion for the First Tranche shall take place on the Completion Date at the principal place of business offices of the Company at 3.00 p.m. or at such other place and time as shall be mutually agreed by the parties hereto shall determine on (time in either case being of the First Tranche Completion Date at 4.00 p.m. essence) when all (but not part only) of the following businesses business shall be transacted:transacted:-
(i) the Vendors shall (so far as it is within their respective powers and capacities so to do) deliver or cause to be delivered to the Purchaser:-
(a) the Company shall deliver to each certified true copies of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds documents referred to be delivered in Clauses 2(A) (vi) to each of the Subscribers(ix);
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy Deed of the Indemnity duly executed First Tranche Instrument to by each of the Subscribers together with a duly executed Certificate Vendors;
(c) evidence to the satisfaction of the First Tranche; andPurchaser that the term of the Joint Venture Contract has been validly extended from 20 years to 31 years;
(d) certified true copies of such legal opinions to the satisfaction of the Purchaser (in form and substance) as the Purchaser may request;
(ii) the Vendors (so far as it is within their respective powers and capacities so to do) shall procure that with effect from Completion:
(a) 5 persons nominated by the Purchaser be appointed as new directors of the Company;
(b) the General Manager, Chief Accountant, and such other managerial personnel as nominated by the Purchaser be appointed by the board of directors of the Company in accordance with the meeting rules of the Company;
(c) the Subscribers resignation of such number of directors of the Company so that the number of directors in the new board of the Company after the appointments referred to in Clause 9(A)(ii)(a) above shall effect payment be 8; and
(d) the resignation of such managerial personnel as the Purchaser may request;
(iii) the Vendors shall (so far as it is within their respective powers and capacities so to do) produce evidence to the Company of an amount equal to the face value satisfaction of the First Tranche Purchaser that save for those related party transactions which have been disclosed in writing by the Vendors, any arrangements and agreements between the Vendors and the Company shall be terminated with effect from the Completion Date by mutual agreement between the respective parties thereto without liability on the part of the Convertible Bonds in Company ;
(iv) the proportion that they have subscribed for Vendors shall (so far as set out in Schedule 3, such payment it is within their respective powers and capacities so to do) return or deliver and cause to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable returned or delivered to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment Purchaser all Corporate Documents of the conditions set out Company;
(v) the Vendors shall (so far as it is within their respective powers and capacities so to do) deliver and cause to be delivered to the Purchaser written confirmation that the Vendors are not aware of any matter or thing which is in Clause 3.4, Completion breach of any of the Second Tranche Warranties when they take effect on Completion;
(vi) the Vendors shall take place at the principal place of business of the Company or deliver such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument documents to the Subscribers together with a duly executed Certificate for Purchaser as may be required to give the Second TranchePurchaser good title to the Sale Capital and to enable the Purchaser or its nominees to become the owner thereof; and
(bvii) the Subscribers Purchaser shall effect payment procure that the Purchaser's Solicitors shall pay to each of the Vendors the Initial Consideration in cash or in the manner as the Vendors and the Purchaser shall have agreed and as the Purchaser shall have been notified in writing at least two Business Days prior to the Company of an amount equal to the face value Completion Date, such notification shall in any event be binding on each of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingVendors.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche (B) The Purchaser shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche this Agreement or perform any obligations hereunder unless all the parties hereto Vendors comply fully with their respective obligations under the requirements of Clause 4.1 or 4.2 or 4.3 (as 9(A). Without prejudice to any other remedies which may be available to the case may be).
4.5 If Purchaser hereunder, if any provision of this Clause 9 is not complied with by the Company Vendors on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for CompletionCompletion Date, the party not in default may:Purchaser may:-
(ai) defer Completion to a date falling not more than 10 Business Days 28 days after the said date original Completion Date (and so that the provisions of this Clause 4 9 shall apply to the deferred Completion) provided that, time shall be of the essence as regards the deferred Completion as so deferred)and if Completion is not effected on such deferred date, the Purchaser may rescind this Agreement; or
(bii) proceed to Completion so far as practicable; or
practicable (c) rescind this Agreement, but without prejudice, in each case, prejudice to that partythe Purchaser's rights (whether under this Agreement generally or under this Clausehereunder) to insofar as the extent that the other party Vendors shall not have complied with its their obligations thereunder.hereunder; or
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment SUBJECT to the provisions of the conditions set out in Clause 3.1, this Agreement Completion for the First Tranche shall take place at the principal place offices of business the Purchaser's Solicitors immediately following exchange of this Agreement when and where:-
4.1 the Vendors will deliver or procure the delivery (where appropriate as agent for the Company) to the Purchaser of:-
(a) duly executed transfers of the Sale Shares in favour of the Purchaser or its nominees together with the relevant share certificates and any power of attorney under which any such transfers are executed on behalf of any of the Vendors;
(b) letters of resignation in the Agreed Form executed as a Deed from ▇ ▇ ▇▇▇▇▇▇, N E V Martensson, P E N Martensson, P A ▇▇▇▇▇▇ and S Acland as Directors incorporating in each case an acknowledgement that he has no claim whatsoever against the Company;
(c) acknowledgements in the Agreed Form executed as a Deed by each of the Vendors confirming that they have no claim against the Company on any account whatsoever and that there are no arrangements outstanding under which the Company has or could have any obligation to them other than in relation to those Vendors who are continuing in office in respect of any ongoing obligations in relation to that office;
(d) powers of attorney in the Agreed Form executed by each of the Vendors in favour of the Purchaser empowering the Purchaser to exercise the Vendors' rights as shareholders of the Company or such other place as during the parties hereto shall determine on period prior to the First Tranche Completion Date at 4.00 p.m. when all (but not part only) stamping and registration of the following businesses shall be transacted:transfers referred to in paragraph (a) above;
(e) the duly executed Cancellation Agreements;
(f) the Disclosure Letter duly executed by the Warrantors.
4.2 the Vendors will deliver to the Purchaser as agents for the Company or otherwise make available at the Company's registered office all papers documents records and accounts belonging to or in the possession or under the control of the Company including:-
(a) the Company shall deliver to each of the Subscribers a certified copy of the board resolution statutory and minute books of the Company approving and authorising the execution and completion of this Agreement, the Instruments duly made up-to-date and the issue common seal and certificate of incorporation thereof together with up-to-date prints of the Convertible Bonds memorandum and articles of association and the Certificates for the Convertible Bonds to be delivered to each share certificate book together with all unissued or cancelled share certificates of the SubscribersCompany;
(b) all books of account or reference as to customers and other records and all insurance policies in any way relating to or concerning the business of the Company;
(c) all deeds and documents of title to all assets and properties including the Property of the Company;
(d) the bank cheque books and paying-in books of the Company shall execute the First Tranche Instrument and deliver a certified copy current statements of all its bank accounts all fuel agency cards and other credit cards issued to any Vendors in their capacity as Directors or Employees of the duly executed First Tranche Instrument to each Company who are not continuing in such capacity after Completion;
(e) all employment and PAYE records, VAT records and service agreements or hire purchase leasing or other agreements of any kind entered into by the Company.
(f) certified copies of board resolutions of the Subscribers together with a duly executed Certificate Company in the Agreed Form
(i) regarding the acceptance of the First Trancheresignation from office of those persons referred to in clause 4.1.(b) above;
(ii) approving (subject only to proper stamping) the transfers of the Sale Shares;
(iii) approving the registration of the Purchaser or its nominees as members of the Company subject to the production of duly stamped and completed stock transfer forms;
(iv) amending all relevant bank mandates in accordance with the Purchaser's instructions;
4.3 Subject to the above the Purchaser will:-
(a) procure the delivery by way of telegraphic transfer to the Vendors' Solicitors for the account of the Vendors of the aggregate amount of the Cash Consideration (the Vendors' Solicitors are authorised by the Vendors to receive payment of the Cash Consideration on the Vendors' behalf and the receipt by the Vendors' Solicitors shall be a good and sufficient discharge to the Purchaser); and
(b) allot and issue the Consideration Shares in accordance with clause 3.1(b) and appropriate share certificates to the relevant Vendors; and
(c) the Subscribers shall effect payment deliver to the Company of an amount equal relevant Optionholders option certificates for the options granted to the face value of the First Tranche of the Convertible Bonds them as referred to in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made Cancellation Agreements and procure the delivery by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable telegraphic transfer to the Company or such party as Vendors' Solicitors for the Company may direct in writing.
4.2 Upon compliance with or fulfillment account of the conditions set out in Clause 3.4, Completion Vendors of the Second Tranche shall take place at the principal place of business aggregate amount of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all cash entitlement (but not part onlynet of tax) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingOptionholders.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place on 28 February 1997 at the principal place of business offices of the Company Purchaser's Solicitors or such other place offices as the parties hereto may subsequently agree when:-
4.1.1 the Vendors shall determine on deliver or cause to be delivered to the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transacted:Purchaser:-
(a) duly executed Transfers together with the Company shall deliver to each relative share certificates in respect of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersShares;
(b) the Company shall execute certificate of incorporation, all certificates on change of name, the First Tranche Instrument seal and deliver a certified copy statutory books of the duly executed First Tranche Instrument Company made up to each the date of the Subscribers together with a duly executed Certificate of the First Tranche; andCompletion;
(c) the Subscribers shall effect payment Leases to the Property;
(d) if the Purchaser so requires an effective waiver by each of the members of the Company of an amount equal to any rights which he may have under the face value Articles of Association of the First Tranche Company to have the Shares or any of them offered to him for purchase and any other documents necessary to substantiate the right of the Convertible Bonds in transferors of the proportion Shares pursuant to this Agreement to transfer the same;
(e) written confirmation pursuant to Clause 3.1;
(f) written resignation letters executed under seal by such of the directors and secretaries of the Company and the Subsidiaries as the Purchaser may nominate, each such letter incorporating an acknowledgement that they have subscribed the party resigning has no claims (whether for as set out in Schedule 3compensation for loss of office or termination of employment, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to unpaid remuneration or otherwise howsoever) against the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment any of the conditions set out in Clause 3.4, Completion Subsidiaries; and
4.1.2 the Vendors shall procure that the Directors shall hold a meeting of the Second Tranche shall take place at the principal place of business Board of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:which
(a) the Company Directors shall execute appoint such persons as the Second Tranche Instrument and deliver a certified copy Purchaser may nominate as directors of the Second Tranche Instrument to Company and procure the Subscribers together with a duly executed Certificate for resignation without compensation of any nature whatsoever of such of the Second Tranche; andDirectors and Secretary of the Company as the Purchaser may nominate;
(b) the Subscribers Directors shall effect payment to the Company of an amount equal to the face value vote in favour of the Second Tranche registration of the Convertible Bonds in the proportion that they have subscribed for Purchaser or its nominees as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business members of the Company or such other place as subject to the parties hereto production of duly stamped and completed Transfers;
(c) there shall determine on be presented the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) written resignation of the following businesses present Auditors which shall contain a statement that there are no circumstances connected with such resignation which they consider should be brought to the attention of the shareholders or creditors of the Company and a statement of the amount of their outstanding fees and costs;
(d) Messrs Price Waterhouse shall be transacted:appointed Auditors; 15
(a) 4.1.3 the Vendors shall procure the convening of an extraordinary general meeting of the Company and the passing of a special resolution to adopt new articles of association in the approved terms;
4.1.4 the Vendors shall execute procure that the Third Tranche Instrument Company will and deliver a certified copy of the Third Tranche Instrument other persons and parties thereto shall enter into the Service Agreements;
4.1.5 Subject to the Subscribers together performance by the Vendors of their obligations in accordance with a duly executed Certificate for the Second Tranche; and
(b) foregoing provisions of this Clause 5, the Subscribers Purchaser shall effect payment allot to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, Vendors the Second Tranche number of the Consideration Shares of the Purchaser to which he is entitled hereunder and deliver the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be)relative documents of title.
4.5 4.2 If in any respect the Company provisions of sub-clauses 4.1.1, 4.1.2, 4.1.3 and 4.1.4 are not complied with on the one hand or date for Completion set by clause 4.1 the Subscribers on Purchaser and/or the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:Vendors if appropriate may:-
(a) 4.2.1 defer Completion to a date not more than 10 Business Days days after the said date set out above (and so that the provisions of this Clause 4 sub-clause shall apply to Completion as so deferred); or
(b) 4.2.2 proceed to Completion so far as practicablepracticable (without prejudice to its rights hereunder); or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Share Purchase Agreement (Parexel International Corp)
Completion. 4.1 Upon compliance with or fulfillment 4A.1 Subject to the satisfaction of the conditions Conditions, Completion shall take place on the Completion Date at such place as may be agreed between the Parties when all the acts and requirements set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses Clauses 4A.2 to 4A.4 shall be transactedcomplied with.
4A.2 The Vendor shall deliver to the Purchaser all the following:
(a1) the Company shall deliver to each standard transfer forms and sold notes in respect of the Subscribers a certified copy Sale Shares duly executed by the Vendor in favour of the board resolution Purchaser accompanied by the relevant original share certificates in the name of the Company approving and authorising Vendor (unless the execution and completion of this Agreement, share certificates issued in the Instruments and the issue name of the Convertible Bonds and Vendor have been deposited with the Certificates for the Convertible Bonds to be delivered to each of the SubscribersPurchaser before Completion under Clause 4A.7);
(b2) copy, certified as true and complete by a director of the Company shall Vendor, of resolutions of its board of directors approving this Agreement and authorising a person or persons to execute the First Tranche Instrument same and deliver all other documents relating or incidental thereto (under seal, where appropriate) for and on its behalf;
(3) a certified copy banker’s draft drawn in favour of The Government of the duly executed First Tranche Instrument Hong Kong Special Administrative Region for the sum equivalent to each the Vendor’s share of stamp duty for the Subscribers together with a duly executed Certificate of the First TrancheSale Shares; and
(c4) a copy, certified true and complete by a director of the Subscribers AMTD Buyer, of resolutions of the board of directors of the AMTD Buyer approving this Agreement and all other transactions contemplated under this Agreement and authorising a person or persons to execute the same and all other documents relating or incidental thereto (under seal where appropriate) for and on behalf of the AMTD Buyer.
4A.3 The Purchaser shall effect payment deliver to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transactedVendor:
(a1) standard transfer form and bought notes in respect of the Company shall Sale Shares duly executed by the Purchaser;
(2) a banker’s draft drawn in favour of The Government of the Hong Kong Special Administrative Region for the sums equivalent to the Purchaser’s share of stamp duty for the Sale Shares;
(3) a copy, certified true and complete by a director of the Purchaser, of resolutions of the board of directors of the Purchaser approving this Agreement and all other transactions contemplated under this Agreement and authorising a person or persons to execute the Second Tranche Instrument same and deliver a certified copy all other documents relating or incidental thereto (under seal where appropriate) for and on behalf of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second TranchePurchaser; and
(b4) a copy, certified true and complete by a director of the Subscribers AMTD Seller, of resolutions of the board of directors of the AMTD Seller approving this Agreement and all other transactions contemplated under this Agreement and authorising a person or persons to execute the same and all other documents relating or incidental thereto (under seal where appropriate) for and on behalf of the AMTD Seller.
4A.4 The AMTD Seller shall effect payment deliver to the Company of an amount equal to AMTD Buyer all the face value AMTD Shares in settlement of the Second Tranche Consideration in accordance with Clause 3.
4A.5 The Vendor and the Purchaser shall jointly procure the due stamping of the Convertible Bonds in transfer form and bought and sold notes duly executed by the proportion that they have subscribed for Purchaser and the Vendor within the time limit as set out in Schedule 3, such payment to be made prescribed by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment Stamp Duty Ordinance (Cap. 117 of the conditions set out in Clause 3.7, Completion Laws of Hong Kong) and registration of the Third Tranche shall take place at same with the principal place of business branch share registrar of the Company or such other place as in Hong Kong. The Vendor and the parties hereto shall determine on Purchaser hereby jointly instruct and authorize the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) Purchaser’s legal advisers to attend the stamping of the following businesses said transfer form and bought and sold notes.
4A.6 In the event that the Vendor, the Purchaser or the AMTD Seller shall without reasonable ground fail to do anything required to be transacted:
done by it under Clause 4A.2 (afor the Vendor), Clause 4A.3 (for the Purchaser) or Clause 4A.4 (for the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument AMTD Seller), without prejudice to any other right or remedy available to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranchenon-defaulting parties, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the non-defaulting party not in default may:
(a1) defer Completion to a date day not more than 10 Business Days 14 days after the said date fixed for Completion (and so that the provisions provision of this Clause 4 paragraph (1) shall apply to Completion as so deferred); or
(b2) proceed to Completion so far as practicable; or
(c) rescind this Agreement, practicable but without prejudice, in each case, prejudice to that the non- defaulting party's rights (whether under this Agreement generally or under this Clause) ’s right to the extent that the other defaulting party shall not have complied with its obligations thereunderhereunder.
4A.7 The Parties acknowledge that the Vendor’s application for new replacement certificates for the Sale Shares (Existing) is in process and the new original certificates or documents of title in respect of the Sale Shares in name of the Vendor from the branch registrar of the Company will be issued before Completion. The Vendor has agreed to grant authorisations to any of the Purchaser's representatives or advisers as it may designate to act as authorised agents on behalf the Vendor to collect from (and, in the case of an issue by way of exchange/conversion, surrender to) and give valid receipts to the branch registrar of the Company any and all new original certificates, and other documents of title if applicable, issued in respect of any and all of:
(1) the Sale Shares (Existing);
(2) the Sale Shares (New) issued in exchange for or in respect of the Sale Shares (Existing); and
(3) the Bonus Securities I and Bonus Securities II (if any) distributed to or received by the Vendor, or to which the Vendor is entitled, in respect of any of the Sale Shares (Existing) and/or Sale Shares (New) from the date of this Agreement to the Completion, and, upon collection, deposit the same with the Purchaser’s lawyers in escrow pending Completion.
Appears in 1 contract
Sources: Share Purchase Agreement
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 9.1 Completion for the First Tranche shall take place at the principal place offices of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date Wikborg Rein Advokatfirma AS. at 4.00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this AgreementDronning ▇▇▇▇▇ ▇▇▇▇ ▇▇, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3▇▇▇▇, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ within ten Business Days after the Completion Conditions are satisfied.
9.2 At Completion in order issued by a licensed bank in Hong Kong for such face value to effect the NewCo Assets Transfer, the Seller shall immediately (and made payable shall provide documentation to the Company or Buyer evidencing that such party as steps have been taken to the Company may direct in writing.
4.2 Upon compliance with or fulfillment satisfaction of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:Buyer):
(a) take the Company shall execute steps set out in the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument NewCo Transfer Implementation Plan required in relation to the Subscribers together with a duly executed Certificate for the Second TrancheNewCo Assets Transfer; and
(b) procure that NewCo, as consideration for the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for NewCo Assets Transfer, issue a promissory note as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable Appendix 3 hereto to the Company or such party as Seller in a principal amount of USD25,000,000 (the Company may direct in writing“NewCo Promissory Note”).
4.3 Upon compliance 9.3 At Completion, provided that the Buyer has exercised the Share Purchase Option and as soon as practically possible following the NewCo Assets Transfer having occurred in accordance with or fulfillment of clause 9.2, in order to effect the conditions set out in Clause 3.7Shares Transfer, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transactedSeller shall:
(a) deliver to the Company shall execute Buyer evidence of the Third Tranche Instrument authority of the individual executing the documents to be executed and delivered for and on behalf of the Seller at Completion;
(b) deliver to the Buyer a certified copy of duly signed minutes from a board meeting in NewCo approving:
(i) the Third Tranche Instrument registration of the transfer of the Shares to the Subscribers together with a duly executed Certificate for the Second TrancheBuyer; and
(bii) the Subscribers shall effect payment to the Company of an amount equal to the face value acceptance of the Second Tranche resignations referred to in clause 9.3 (g) and the appointment of such persons nominated by the Buyer as directors of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writingNewCo with effect from Completion.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudicedeliver to the Buyer a stock transfer form for the Shares executed by the Seller;
(d) deliver to the Buyer the share certificate for the Shares or an indemnity, in each caseagreed form, to for any lost certificates;
(e) procure that party's rights (whether under this Agreement generally or under this Clause) the Shares are transferred to the extent Buyer, free and clear of any Encumbrances;
(f) deliver to the Buyer a copy of the NewCo’s shareholder register showing that the Buyer has been registered as the owner of the Shares, free and clear of any Encumbrances; and
(g) letters of resignation from each of the board members of NewCo confirming that they resign from their respective offices with effect from Completion, and that they waive any right to any fees and other party shall not claims that they may have complied with its obligations thereunderagainst NewCo in their capacity as members of the board at such time.
Appears in 1 contract
Sources: Agreement for Option for Sale and Purchase of Shares in Newco (Crown LNG Holdings LTD)
Completion. 4.1 Upon compliance with or fulfillment 4A.1 Subject to the satisfaction of the conditions Conditions, Completion shall take place on the Completion Date at such place as may be agreed between the Parties when all the acts and requirements set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses Clauses 4A.2 to 4A.4 shall be transactedcomplied with.
4A.2 The Vendor shall deliver to the Purchaser all the following:
(a1) the Company shall deliver to each standard transfer forms and sold notes in respect of the Subscribers a certified copy Sale Shares duly executed by the Vendor in favour of the board resolution Purchaser accompanied by the relevant original share certificates in the name of the Company approving and authorising Vendor (unless the execution and completion of this Agreement, share certificates issued in the Instruments and the issue name of the Convertible Bonds and Vendor have been deposited with the Certificates for the Convertible Bonds to be delivered to each of the SubscribersPurchaser before Completion under Clause 4A.7);
(b2) copy, certified as true and complete by a director of the Company shall Vendor, of resolutions of its board of directors approving this Agreement and authorising a person or persons to execute the First Tranche Instrument same and deliver all other documents relating or incidental thereto (under seal, where appropriate) for and on its behalf;
(3) a certified copy banker’s draft drawn in favour of The Government of the duly executed First Tranche Instrument Hong Kong Special Administrative Region for the sum equivalent to each the Vendor’s share of stamp duty for the Subscribers together with a duly executed Certificate of the First TrancheSale Shares; and
(c4) a copy, certified true and complete by a director of the Subscribers AMTD Buyer, of resolutions of the board of directors of the AMTD Buyer approving this Agreement and all other transactions contemplated under this Agreement and authorising a person or persons to execute the same and all other documents relating or incidental thereto (under seal where appropriate) for and on behalf of the AMTD Buyer.
4A.3 The Purchaser shall effect payment deliver to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transactedVendor:
(a1) standard transfer form and bought notes in respect of the Company shall Sale Shares duly executed by the Purchaser;
(2) a banker’s draft drawn in favour of The Government of the Hong Kong Special Administrative Region for the sums equivalent to the Purchaser’s share of stamp duty for the Sale Shares;
(3) a copy, certified true and complete by a director of the Purchaser, of resolutions of the board of directors of the Purchaser approving this Agreement and all other transactions contemplated under this Agreement and authorising a person or persons to execute the Second Tranche Instrument same and deliver a certified copy all other documents relating or incidental thereto (under seal where appropriate) for and on behalf of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second TranchePurchaser; and
(b4) a copy, certified true and complete by a director of the Subscribers AMTD Seller, of resolutions of the board of directors of the AMTD Seller approving this Agreement and all other transactions contemplated under this Agreement and authorising a person or persons to execute the same and all other documents relating or incidental thereto (under seal where appropriate) for and on behalf of the AMTD Seller.
4A.4 The AMTD Seller shall effect payment deliver to the Company of an amount equal to AMTD Buyer all the face value AMTD Shares in settlement of the Second Tranche Consideration in accordance with Clause 3.
4A.5 The Vendor and the Purchaser shall jointly procure the due stamping of the Convertible Bonds in transfer form and bought and sold notes duly executed by the proportion that they have subscribed for Purchaser and the Vendor within the time limit as set out in Schedule 3, such payment to be made prescribed by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment Stamp Duty Ordinance (Cap. 117 of the conditions set out in Clause 3.7, Completion Laws of Hong Kong) and registration of the Third Tranche shall take place at same with the principal place of business branch share registrar of the Company or such other place as in Hong Kong. The Vendor and the parties hereto shall determine on Purchaser hereby jointly instruct and authorize the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) Purchaser’s legal advisers to attend the stamping of the following businesses said transfer form and bought and sold notes.
4A.6 In the event that the Vendor, the Purchaser or the AMTD Seller shall without reasonable ground fail to do anything required to be transacted:
done by it under Clause 4A.2 (afor the Vendor), Clause 4A.3 (for the Purchaser) or Clause 4A.4 (for the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument AMTD Seller), without prejudice to any other right or remedy available to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranchenon-defaulting parties, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the non-defaulting party not in default may:
(a1) defer Completion to a date day not more than 10 Business Days 14 days after the said date fixed for Completion (and so that the provisions provision of this Clause 4 paragraph (1) shall apply to Completion as so deferred); or
(b2) proceed to Completion so far as practicable; or
(c) rescind this Agreement, practicable but without prejudice, in each case, prejudice to that the non-defaulting party's rights (whether under this Agreement generally or under this Clause) ’s right to the extent that the other defaulting party shall not have complied with its obligations thereunderhereunder.
4A.7 The Parties acknowledge that the Vendor’s application for new replacement certificates for the Sale Shares (Existing) is in process and the new original certificates or documents of title in respect of the Sale Shares in name of the Vendor from the branch registrar of the Company will be issued before Completion. The Vendor has agreed to grant authorisations to any of the Purchaser’s representatives or advisers as it may designate to act as authorised agents on behalf the Vendor to collect from (and, in the case of an issue by way of exchange/conversion, surrender to) and give valid receipts to the branch registrar of the Company any and all new original certificates, and other documents of title if applicable, issued in respect of any and all of:
(1) the Sale Shares (Existing);
(2) the Sale Shares (New) issued in exchange for or in respect of the Sale Shares (Existing); and
(3) the Bonus Securities I and Bonus Securities II (if any) distributed to or received by the Vendor, or to which the Vendor is entitled, in respect of any of the Sale Shares (Existing) and/or Sale Shares (New) from the date of this Agreement to the Completion, and, upon collection, deposit the same with the Purchaser’s lawyers in escrow pending Completion.
Appears in 1 contract
Sources: Share Purchase Agreement (Century City International Holdings Ltd.)
Completion. 4.1 Upon compliance with or fulfillment Completion of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business sale and purchase of the Company or such other place as Businesses and the parties hereto Assets:-
4.1.1 shall determine on be conditional upon the First Tranche Completion Date at 4.00 p.m. when all (but not part only) satisfaction of the following businesses shall be transacted:conditions precedent to the satisfaction of the Purchaser and in the case of Clause 4.1.1. (d) only the Vendors' Representative:-
(a) no material adverse change in the Company shall deliver Businesses and Assets having taken place prior to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersCompletion;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; andno interdict or other legal prohibition preventing Completion taking place;
(c) no litigation, arbitration or other proceeds of a similar nature having been commenced or being pending against the Subscribers shall effect payment to the Company Vendors or any of an amount equal to the face value them which would, if decided in favour of the First Tranche person instituting such proceedings, be reasonably likely to have a material adverse effect on the Businesses and/or the Assets;
(d) the Vendors and the Purchaser having complied with the terms of this Agreement in all material respects;
(e) none of the Convertible Bonds in Key Employees having left the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment employment of the conditions set out in Clause 3.4, Completion Vendors or working any applicable notice period and no more than 15 of the Second Tranche shall take place at the principal place of business Transferred Employees (not including any of the Company or such other place as Key Employees) having left the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) employment of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy Vendors or having given formal notice terminating their contracts of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply employment with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 the Vendors without appropriate replacements having been found for such -------------------------------------------------------------------------------- 62 persons (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so provided that the provisions transfer of the HK Employees, Singapore Employees, Japan Employees and USAV Employees and related terminations pursuant to Clause 14 shall be excluded from the operation of this sub-Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clausee) to the extent that such employees accept the other party shall not have complied offer of employment made by the various members of the Purchaser Group pursuant to Clause 14);
(f) the Purchaser being provided with its obligations thereunder.updated lists of Plant and Equipment and being satisfied that any additions or deletions to the lists of Plant and Equipment are permitted in terms of Clause 4.3;
(g) the Purchaser being satisfied with the transfer of the Data Suppliers Contracts, the Development Agreements and the Existing Reuters Agreement to the Purchaser (such transfer being conditional on Completion taking place);
(h) none of the directors of UK having refused to allow the Purchaser to contact any of the customers of the Businesses pursuant to Clause 4.3.9; (i) the Purchaser being satisfied regarding searches in the appropriate registers in respect of UK's ownership of the trade marks contained within the Specific IP; (j) the Purchaser being reasonably satisfied with enquiries of customers of the Businesses as set out in the Execution SRR Schedule;
Appears in 1 contract
Completion. 4.1 Upon compliance with Subject to the fulfilment or fulfillment a waiver of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ at 35th Floor, ▇▇▇▇▇▇ Kong Center, ▇ ▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ when all (but not part only) of the following businesses shall be transacted:
(a) transacted:- the Company shall Seller shall:- deliver to each the Purchaser a duly executed instrument of transfer and the share certificate(s) relating to the Purchased Shares; deliver to the Purchaser certified true copies of the Subscribers minutes of a meeting of the board of directors of the Seller approving this Agreement and all matters contemplated hereunder and evidencing the authority of the person(s) executing this Agreement and of N Ltd approving the transfer of the Purchased Shares and appointing the new director as the Purchaser may nominate pursuant to Clause 4.1(A)(3); and cause one person as the Purchaser may nominate as director of N Ltd with effect from Completion. the Purchaser shall:- allot and issue to the Seller the Consideration Shares; deliver to the Seller definitive share certificate(s) in respect of the Consideration Shares in board lots issued in the name of the Seller, or HKSCC Nominees Limited if so designated by the Sellers; and deliver to the Seller a certified true copy of the board resolution minutes of a meeting of the Company board of directors of the Purchaser approving this Agreement and authorising all matters contemplated hereunder and evidencing the execution and completion authority of the person(s) executing this Agreement, . The Purchaser shall: cause the Instruments three persons as the Seller may nominate and the issue one person as QPL may nominate in addition to the two existing executive directors of the Convertible Bonds and the Certificates for the Convertible Bonds Purchaser to be delivered to each validly appointed as executive directors of the Subscribers;
(b) Purchaser with effect from the Company shall execute the First Tranche Instrument and deliver a certified copy Completion Date; cause such existing non-executive directors of the duly executed First Tranche Instrument Purchaser (save for Mr Ku ▇▇▇▇ ▇▇▇) to resign with effect from Completion Date in each case, each delivering to the Seller under seal confirmations that he/she has no claim against the relevant member(s) of the Subscribers together with HFG Group for compensation or otherwise, in a duly executed Certificate form reasonably acceptable to the Seller; cause two such persons as the Seller may nominate to be validly appointed as independent non-executive directors of the First Tranche; and
Purchaser (c) the Subscribers shall effect payment in addition to the Company of an amount equal three persons nominated by the Seller under Clause 4.2(A)) and cause such persons to be appointed to the face value audit committee of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3Purchaser; cause ▇▇. ▇▇▇ Chun ▇▇▇, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party other person as the Company he may direct in writing.
4.2 Upon compliance with or fulfillment nominate to be validly appointed as chief executive officer of the conditions set out in Clause 3.4, Completion Purchaser and of N Information and the Second Tranche shall take place at the principal place of business other Subsidiaries of the Company or such which are engaged in Internet-related businesses (other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/than ▇▇▇▇▇▇’▇.▇▇▇ order issued by a licensed bank in Hong Kong for Inc.) respectively; cause such face value and made payable to the Company or such party persons as the Company Seller may direct in writing.
4.3 Upon compliance with or fulfillment nominate to be validly appointed to a new management team of the conditions set out in Clause 3.7, Completion of Purchaser to manage the Third Tranche shall take place at the principal place of business of the Company or such Internet-related businesses (other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/than ▇▇▇▇▇▇’▇.▇▇▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each Inc.) of the First Tranche, Purchaser. If in any respect the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under provisions of Clause 4.1 or 4.2 or 4.3 (as are not complied with by the case may be).
4.5 If the Company on the one hand Seller or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 Purchaser (as the case may be) on or before the Completion Date, or if at any time prior to Completion any of the Seller Warranties or the Purchaser Warranties is found to be untrue or incorrect in any material respect as at the date fixed for Completionof its being made or if the Purchaser or the Seller has not complied in any material respect with its obligations under Clause 8.1 and Clause 9.1, without prejudice to any other remedies available to the Party not in default, the party Party not in default may:
(a) : defer Completion to a date not more than 10 Business Days 14 days after the said date Completion Date (and so that the provisions of this Clause 4 4.3 shall apply to Completion as so deferred); or
(b) or proceed to Completion so far as practicablepracticable (without prejudice to its rights under this Agreement); or
(c) or rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business offices of the Company or such other place as Purchasers' Solicitors immediately following the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) passing of the following businesses special resolution and extraordinary resolutions referred to in clause 2.
4.2 On Completion, the Vendors shall be transacted:deliver to AHI:-
(a) transfers in common form relating to the Company shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments Ordinary Shares and the issue Deferred Shares, duly executed in favour of AHI, together with the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribersshare certificates relating thereto;
(b) resignations IN THE AGREED FORM of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Hustler and ▇▇▇▇ ▇▇▇▇▇ from their offices as director and/or secretary and any office or employment of or by the Company shall execute or the First Tranche Instrument Subsidiaries;
(c) the common seals, certificates of incorporation and deliver statutory books of the Company and DSL Holdings Limited;
(d) transfers relating to each share in the Subsidiaries not registered in the name of the Company or a certified Subsidiary, duly executed in favour of AHI or as it may direct;
(e) share certificates (or the equivalent evidence of title to the relevant shares in each jurisdiction) relating to all of the issued shares of each of the Subsidiaries;
(f) a deed of release IN THE AGREED FORM (releasing the Company and the Subsidiaries from any liability whatsoever (actual or contingent) which may be owing to the Institutional Vendors by the Company or any of the Subsidiaries), duly executed by each of the Institutional Vendors;
(g) a Registration Rights Agreement IN THE AGREED FORM, duly executed by each of the Vendors;
(h) Investment Letters IN THE AGREED FORM, duly executed by each of the Vendors;
(i) a Termination Agreement IN THE AGREED FORM, duly executed by each of the Vendors and the other parties to the agreements to which it relates;
(j) forms of proxy IN THE AGREED FORM, duly executed by each of the Vendors, appointing any director for the time being of AHI as the Vendors' proxy for the purposes of exercising the voting rights attaching to the Shares, with power to consent to short notice of any general meeting of the shareholders or any class thereof;
(k) an Escrow Agreement IN THE AGREED FORM, duly executed by each of the Warrantors;
(l) service agreements IN THE AGREED FORM, duly executed by each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(m) letters IN THE AGREED FORM (amending their respective service agreements), duly executed by each of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Beat, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇; and
(n) a copy of the option agreement referred to at clause 4.5, duly certified as a true copy by the Management Vendors' Solicitors, and the Institutional Vendors shall deliver to AHL transfers in common form relating to the Preference Shares, duly executed First Tranche Instrument in favour of AHL, together with the share certificates relating thereto.
4.3 On or prior to Completion (and in any event prior to the taking effect of the resignations of the directors referred to in paragraph (b) of clause 4.2), the Vendors shall procure the passing of board resolutions of the Company and each of the Subscribers together with a duly executed Certificate Subsidiaries:-
(a) sanctioning for registration (subject where necessary to due stamping) the transfers in respect of any shares referred to in clause 4.2;
(b) appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ to be additional directors of the First TrancheCompany and ▇▇▇ ▇▇▇▇▇▇▇▇ to be an additional director of DSL Holdings Limited; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇▇ order issued by a licensed bank to be secretary of each of the Subsidiaries incorporated in Hong Kong for such face value England and made payable to the Company or such party as the Company may direct in writingWales.
4.4 On Completion, immediately upon compliance by the Vendors with the provisions of clauses 4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:and 4.3:-
(a) AHI shall:-
(i) allot the Company shall execute Consideration Shares to the Second Tranche Instrument Vendors, in the respective proportions which the number of Ordinary Shares held by them bears to the total number of Ordinary Shares;
(ii) enter the names of the Vendors in the register of members of AHI as the holders of the Consideration Shares;
(iii) deliver to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ in New York (on behalf of the Vendors) duly executed stock certificates in respect of the Consideration Shares, save as envisaged pursuant to the Escrow Agreement IN THE AGREED FORM;
(iv) effect the listing of the Consideration Shares on the American Stock Exchange;
(v) deliver to the Management Vendors' Solicitors and deliver the Institutional Vendors' Solicitors (on behalf of, respectively, the Management Vendors and the Institutional Vendors):-
(A) a counterpart of the Registration Rights Agreement IN THE AGREED FORM, duly executed by AHI;
(B) a counterpart of the Escrow Agreement IN THE AGREED FORM, duly executed by AHI;
(C) a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate of Good Standing in respect of AHI IN THE AGREED FORM;
(D) a certificate (which certificate shall in the absence of manifest error be conclusive):-
(I) stating the number of the Consideration Shares; and
(II) attaching a print-out of Bloomberg showing the closing price of a share of common stock of par value $0.01 in the capital of AHI for the Second Tranche20 consecutive trading days ended five consecutive trading days prior to 1 April 1997 (that is, ended on (and including) 24 March 1997); and
(E) a copy of the lock-up letter agreement made by way of letter dated 18 January 1996 from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to Kanders Florida Holdings, Inc; and
(vi) procure that the Company forthwith repays the Rothschild Loan; and
(b) the Subscribers AHL shall effect payment pay to the Company Institutional Vendors Solicitors the sum of an amount equal (pound)4,635,000, in full and final settlement of the consideration due by AHL to the face value Institutional Vendors for the Preference Shares, which sum shall be paid by telegraphic transfer to National Westminster Bank plc, City of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3London office, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇ ▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’, ▇▇▇▇▇▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing▇▇▇▇ ▇▇▇, sort code: 60-00-01, account no: ▇▇▇▇▇▇▇▇.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Shares (Armor Holdings Inc)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place immediately following signature and exchange of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transactedthis Agreement when:
(a) the Company Sellers shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds or cause to be delivered to the Purchasers (as appropriate):
(i) transfers of the Shares duly completed in favour of either Marquee Inc. or Marquee UK (as appropriate) or as it may direct;
(ii) the share certificates representing the Shares (or an express indemnity in a form satisfactory to the Purchasers in the case of any found to be missing);
(iii) all the Statutory and Minute Books of the Company and its Common Seal and the Certificates of Incorporation on Change of Names (if any);
(iv) the Tax Deed duly executed by each of the SubscribersWarrantors;
(bv) a letter of resignation (expressed to be with effect from the end of the meeting) of the Board of the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument referred to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
in sub-clause (cd) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3below, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/from ▇▇▇▇▇ ▇▇▇▇▇▇’▇▇ order issued resigning office as Director of the Company, executed as a deed in the agreed terms;
(vi) the resignation of the auditors of the Company in accordance with section 394 of the Companies ▇▇▇ ▇▇▇▇, confirming that there are no circumstances connected with their resignation which should be brought to the notice of the members or creditors of the Company and that there are no fees due to them;
(vii) the letter terminating the employment of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as an employee of the Company;
(viii) the Property Licence duly executed by a licensed bank in Hong Kong for such face value ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and made payable ▇▇▇ ▇. Holmes;
(ix) the Service Agreement, duly executed by ▇▇▇ ▇▇▇▇▇▇;
(x) the Consultancy Agreement, duly executed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and
(xi) the Disclosure Letter.
(b) the Warrantors shall procure that all indebtedness due from any of the Warrantors or any person connected with them to the Company or shall have been satisfied in full prior to the Effective Date;
(c) all indebtedness due from the Company to any of the Warrantors (full particulars of which are contained in the Disclosure Letter but excluding remuneration accrued but not yet due for payment) shall have been satisfied in full without payment of interest prior to the Effective Date;
(d) the Sellers shall cause a meeting of the Board of the Company to be held at which the Board shall:-
(i) appoint such party persons as the Purchasers may nominate as Directors and Secretary of the Company;
(ii) accept the letters of resignation referred to in sub-clause (a)(v) and (a)(vi) above;
(iii) vote in favour of the registration of the Purchasers and/or their nominees as members of the Company may direct subject only to the production of duly stamped and completed transfers in writingfavour of the Purchasers and/or their nominees in respect of the Shares;
(iv) appoint Ernst & Young as auditors;
(e) the parties shall join in procuring that all existing bank mandates in force for the Company shall be altered (in such manner as the Purchasers shall at Completion require) so as (inter alia) to reflect the resignations and appointments referred to above.
(f) the Purchasers shall not be obliged to complete this Agreement unless the Sellers comply fully with the requirements of paragraphs (a), (b), (d), and (e) of this Clause;
4.2 Upon compliance with or fulfillment completion of all the conditions set out matters referred to in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transactedsub-clause 4.1 Marquee UK shall:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument pay to the Subscribers together with Sellers' Solicitors (whose receipt shall be a sufficient discharge therefor) the Cash Consideration by way of telegraphic transfer;
(b) deliver to the Sellers' Solicitors a duly executed Certificate for counterpart of the Second TrancheTax Deed;
(c) deliver to the Sellers' Solicitors a duly executed counterpart of the Disclosure Letter.
4.3 Upon Completion of all the matters referred to in sub-clause 4.1 Marquee Inc. shall:
(a) allot the Initial Consideration Shares and issue the Loan Notes to the Sellers and deliver to the Sellers' Solicitors definitive share certificates in respect of the Initial Consideration Shares and certificates in the agreed terms in respect of the Loan Notes in the names of the Sellers; and
(b) the Subscribers shall effect payment deliver to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of Sellers' Solicitors a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transactedduly executed counterpart of:
(ai) the Company shall execute Tax Deed;
(ii) the Third Tranche Instrument and deliver a certified copy of Property Licence;
(iii) the Third Tranche Instrument to Service Agreement;
(iv) the Subscribers together with a duly executed Certificate for the Second TrancheConsultancy Agreement; and
(bv) the Subscribers Disclosure Letter;
(c) the Sellers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall not be obliged to complete this Agreement unless the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply Purchasers have complied fully with their respective obligations under requirements of Clause 4.1 or 4.2 or 4.3 and paragraphs (as the case may be)a) and (b) of this Clause.
4.5 4.4 If in any respect either the Company on the one hand Sellers or the Subscribers on the other hand shall be unable Purchasers fail to comply with any all the provisions of their respective obligations under Clause 4.1 or Clauses 4.1, 4.2 or and 4.3 (as the case may be) on or before the date fixed for Completion, Completion then the party not in default other of them may:
(a) defer Completion to a date not more than 10 Business Days 28 days after the said date for Completion set by this Clause 4 (and so that the provisions of this Clause 4 sub-clause 4.4 shall apply to Completion as so deferred); or
(b) proceed to Completion so as far as practicable; or
(c) rescind this AgreementAgreement (without prejudice to its accrued rights and remedies).
4.5 Marquee Inc. shall procure as soon as reasonably practicable following Completion (and in any event within 7 days after Completion) the full and unconditional release of the Personal Guarantees and Marquee Inc. shall fully indemnify the Warrantors and Struan ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇. Holmes against any liability, without prejudiceloss, cost or claim arising out of or in each case, to that party's rights (whether under this Agreement generally or under this Clause) to connection with the extent that Personal Guarantees at any time after the other party shall not have complied with its obligations thereunderEffective Date.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment 5.1 Subject to the provisions of the conditions set out in Clause 3.14, Completion for the First Tranche shall take place at the principal place of business offices of the Company Purchaser's Solicitors at 9.00am on the Completion Date or at such other place and time as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when be mutually agreed, where all (but and not part some only) of the following businesses events described in this Clause 5 shall occur.
5.2 At Completion, the Vendor shall deliver or cause to be transacteddelivered to the Purchaser:
(a) the Company shall deliver to each duly executed instrument of transfer in respect of the Subscribers a certified copy Sale Shares in favour of the board resolution Purchaser (or its nominees) accompanied by the relevant share certificates in respect of the Company Sale Shares;
(b) certified true copies of the resolutions passed by the board of directors of the Vendor in the form set out in Appendix K;
(i) approving the sale of the Sale Shares to the Purchaser in the terms set out in this Agreement; and
(ii) authorising the execution of the instrument of transfer in respect of the Sale Shares in favour of the Purchaser and giving authority to execute the instrument of transfer on behalf of the Vendor to the party who executed it; and
(iii) authorising the execution and completion delivery by the Vendor of each of this Agreement, the Instruments Tenancy Agreement, the Employment Contracts, the Subcontract, the Services Agreement, the Shareholders' Agreement and the Deed of Indemnity;
(c) certified true copies of the resolutions in the form set out in Appendix J passed by the board of directors of the Company:
(i) approving the transfer of the Sale Shares to the Purchaser, or the transfer of all or any part of the Sale Shares to a nominee appointed by the Purchaser;
(ii) approving the entering in the register of members of the Company, the name of the Purchaser or that of its nominee as holder of the Sale Shares, upon the presentation of the instrument of transfer duly stamped in accordance with the Stamp Act; and
(iii) authorising the issue of the Convertible Bonds new share certificate in respect of the Sale Shares in favour of the Purchaser or such nominee of the Purchaser and the Certificates cancellation of the existing share certificates for the Convertible Bonds Sale Shares.
(d) a duly completed and executed Stamp Duty Form - PDS 6 together with the Audited Accounts of the Company;
(e) such waivers or consents or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser or its nominees to be delivered registered as the holders of any of the Sale Shares;
(f) all the statutory and other books and records (including financial records) duly written and updated of the Company and their respective certificate(s) of incorporation, current business registration certificate(s) (if applicable) and common seal(s) and any other papers, records and documents of the Company;
(g) deeds executed by the Vendor confirming that the Vendor has no claim against the Company and if there are any claims that the Vendor shall release and disclaim all their rights to such claims, which letter shall be in the form set out in Appendix B;
(h) execute and deliver to the Purchaser a certificate (the "Vendor's Completion Certificate") which shall be in the form set out in Appendix P, setting forth the Vendor's representations and warranties that:
(i) each of the SubscribersWarranties in Schedule 6 was accurate in all respects as of the date of this Agreement;
(bii) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate Warranties in Schedule 6 is accurate in all respects as of the First TrancheCompletion Date as if made on the Completion Date;
(iii) each of the covenants and obligations that the Vendor is required to have complied with or performed pursuant to this Agreement at or prior to Completion has been duly complied with and performed in all respects;
(iv) each of the conditions set forth in Clause 4.1 has been satisfied in all respects; and
(cv) the Subscribers shall effect payment Vendor is not aware of any matter or thing which is in breach of or inconsistent with any of the Warranties in Schedule 6;
(i) the Deed of Indemnity duly executed by the Vendor;
(j) the Tenancy Agreement duly executed by the Vendor and the Company;
(k) the Employment Contracts duly executed by the Company and each of the Key Employees;
(l) the Subcontract duly executed by the Company and the Vendor;
(m) the Services Agreement duly executed by the Company and the Vendor; and
(n) cause such persons as the Purchaser may nominate to be validly appointed as directors of the Company and upon such appointment forthwith cause the Directors other than the Continuing Directors and the company secretary of the Company to resign from their respective offices, each delivering to the Purchaser a letter addressed to the Company of an amount equal acknowledging that the person so resigning has no claim outstanding for compensation or otherwise against the Company, and if there are any claims, that they shall release and disclaim all their rights to the face value of the First Tranche of the Convertible Bonds such claims, which letter shall be in the proportion that they have subscribed for as form set out in Schedule 3, such payment to be made by way Appendix A; and
(o) evidence that the Vendor has procured the revocation of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable all authorities to the bankers of the Company or relating to bank accounts and procure the giving of authority to such party persons as the Purchaser may nominate to operate the same;
(p) a document signed by the Vendor confirming that at Completion the Vendor has been repaid or has discharged in full all Shareholder's Loan owed by the Company may direct in writingto the Vendor or vice versa.
4.2 Upon 5.3 At Completion, and upon compliance with or fulfillment of the conditions provisions set out in Clause 3.4Clauses 2.2 and 5.2, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transactedPurchaser shall:
(a) deliver to the Company shall execute Company:
(i) an unconditional application in writing for the Second Tranche Instrument and deliver allotment to the Purchaser of 191,025 Shares at the premium of approximately RM54.55 per share for a certified copy total amount of the Second Tranche Instrument to Subscription Share Consideration, in the Subscribers together with a duly executed Certificate for the Second Trancheform set out in Appendix L; and
(bii) the Subscribers shall effect payment to the Company of an amount equal to the face value part of the Second Tranche of the Convertible Bonds Subscription Shares Consideration in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out amount stated in Clause 3.7, Completion 3.3 of the Third Tranche shall take place at the principal place of business this Agreement in favour of the Company (whose receipt shall be an absolute discharge therefor) either by bankers' draft or such other place as by telegraphic transfer into the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) designated bank account of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.Company,
Appears in 1 contract
Sources: Share Purchase and Subscription Agreement (Asia Online LTD)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Unless otherwise agreed Completion for the First Tranche shall take place at the principal place offices of business the Purchaser's Solicitors on or before 3.00 p.m. on the Completion Date.
4.2 On Completion the Vendors shall:-
(A) deliver to the Purchaser:-
(i) duly executed transfers of the Shares in favour of the Purchaser or the Purchaser's nominee(s) together with the share certificates therefor or an indemnity in the Agreed Form in the case of any missing share certificates;
(ii) duly executed releases in respect of the Options in the Agreed Form together with the option certificates relating thereto or an indemnity in the Agreed Form in the case of any missing option certificates;
(iii) share certificates in respect of all the issued shares in the Subsidiaries or an indemnity in the Agreed Form in the case of any missing share certificates and duly executed transfers in blank in respect of all of such shares not registered in the name of the Company (or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribersany Subsidiary);
(biv) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part onlyCertificate(s) of Incorporation the following businesses shall be transacted:
Common Seal Minute Book Register of Members (aduly written up to date) the Company shall execute the Second Tranche Instrument Share Certificate book and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such all other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue statutory records of each of the First Tranche, Companies;
(v) the Second Tranche Tax Deed duly executed as a deed by each of the Covenantors therein mentioned;
(vi) a confirmation in Agreed Form executed as a deed by each of the Vendors to the effect that (except as expressly therein mentioned) he has no claim whether as officer employee or otherwise against any of the Companies and that none of the Companies is in any way indebted to him;
(vii) the written resignations in the Agreed Form of each of the Directors (other than Mr Roots) and the Third Tranche Secretary of each of the Companies, each such resignation to be executed as a deed and to confirm that the person resigning has no claims against such Company for compensation for loss of office or perform any obligations hereunder unless all otherwise;
(viii) the parties hereto comply fully written resignations of the auditors of each of the Companies, each such resignation to be in the form required by Section 394 of the Companies Act and to confirm that such auditors are of the opinion that there are no circumstances of the nature referred to in Section 394(1) of the Companies Act that need to be brought to the attention of the members or creditors of such Company in connection with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:resignation;
(aix) defer Completion to a statement showing the balances on all bank accounts of the Group as at a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply seven days prior to Completion as so deferred); ortogether with a list of all sums received and cheques drawn in excess of [pound]1,000 for any one item since the date of the relevant statement;
(bx) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to a list of all credit cards of the extent that the other party shall not have complied with its obligations thereunder.Group;
Appears in 1 contract
Sources: Agreement for Sale and Purchase of Shares (Elcom International Inc)
Completion. 4.1 Upon compliance with or fulfillment Completion of the conditions Transaction shall take place at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ after the satisfaction of the condition referred to in paragraph 6 on date to be agreed by the parties hereto whereupon:
(A) the Company shall procure that there shall be held a meeting of its board of directors at which it shall be resolved to allot and issue the Shares on the terms set out in Clause 3.1, Completion 2;
(B) the liability to pay subscription monies for the First Tranche Shares shall take place at be set off against and shall extinguish the principal place Debt and the Vendor shall deliver to the Company a receipt confirming the Debt is extinguished and the Company and the Vendor shall make the appropriate entries in their respective books of business account;
(C) the Company shall procure to be delivered to the Vendor a duly executed share certificate for the Shares stating them to be credited as fully paid and that the appropriate entries are made in its register of members to record the Vendor as being the registered holder of the Company Shares;
(D) the Vendor shall deliver or such other place as cause to be delivered to the parties hereto shall determine on Purchaser duly executed transfers into the First Tranche Completion Date at 4.00 p.m. when all (but not part only) name of the following businesses Purchaser or its nominee in respect of the Sale Shares and Quest Sale Shares, together with the relevant share certificates;
(E) the £1 for the Sale Shares and the £1 for the Quest Shares shall be transacted:paid by the Purchaser to the Vendor on demand and meanwhile left on inter-company account; and
(aF) the Company shall deliver to each of the Subscribers a certified copy of Vendor the board resolution of Inter-company Credit Agreement and instruct the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds Secretary to cause to be delivered to each of filed at Companies House the Subscribers;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may beappropriate Form 88(2).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Share Purchase Agreement (Global Crossing (UK) Finance PLC)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 3.1 Completion for the First Tranche shall take place at the principal place offices of business Mourant du Feu & Jeune, 22 Grenville Street, St Helier, Jersey immediately after the execution of this agreement.
3.2 On Completion the Vendors shall deliver to, or procure the delivery to the Purchaser of:-
(a) transfers in common form relating to all the Shares duly executed in favour of the Purchaser (or as it may have directed in writing prior to the date hereof);
(b) share certificates relating to the Shares;
(c) effective written resignations executed as their respective deeds of ▇▇ ▇▇▇▇▇ and ▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ from their offices as director and any office or employment of or by the Company containing a confirmation that they have no claim against the Company for compensation for loss of office or termination of employment or otherwise whether statutory or otherwise or for unpaid remuneration;
(d) the Deed of Indemnity duly executed by the Vendors;
(e) a release duly executed as a deed by each of the Vendors in the agreed form, releasing the Company and the Subsidiaries from any liability whatsoever (actual or contingent) which may be owing to the Vendors by the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) any of the following businesses Subsidiaries;
(f) a certified copy of the release given by Bank of Ireland in relation to all security granted pursuant to the Bank of Ireland Facility;
(g) written confirmation from Barclays Bank plc that the initial conditions precedent contained in the Receivables Financing Agreement have been satisfied;
(h) a copy of a legal opinion given by A & L Goodbody that there is a true sale in respect of the Receivables Financing Agreement;
(i) a certified copy of an amendment agreement in respect of the TAGS Facility and the Liquidity Facility;
(j) a copy of a legal opinion given by A & L Goodbody to, amongst others, National Westminster Bank Plc confirming that their opinion dated 29 May 1998 and given in respect of the TAGS Facility remains accurate and correct;
(k) written confirmation from BHF BANK AG that it will not exercise any of its rights to demand the repayment of any amounts outstanding under the BHF Loan Agreement arising as a result of the acquisition;
(l) the Indemnity Escrow and Stock Pledge Agreement duly executed by each of the Vendors and the Vendors' Representative, together with the 10 stock powers described in clause 3.1 of such agreement;
(m) the Registration Rights Agreement duly executed by each of the Vendors; and
(n) opinions in the agreed forms from the Vendor's Solicitors and the legal advisers to the Vendors and the Company in each relevant jurisdiction relating, inter alia, to the right, power and authority of the Vendors to enter into this agreement and the Transaction Documents.
3.3 On Completion the Vendors shall be transacted:make available to, or procure the availability to the Purchaser of:-
(a) the Company shall deliver to each common seals, certificates of the Subscribers a certified copy of the board resolution incorporation and statutory books and share certificate books of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersSubsidiaries;
(b) to the extent that they are in the possession or control of the Company shall execute or the First Tranche Instrument relevant Subsidiary, all books of account or reference as to customers and deliver a certified copy other records and all insurance policies in any way relating to or concerning the respective businesses of the duly executed First Tranche Instrument Company and the Subsidiaries;
(c) to the extent that they are in the possession or control of the Company or the Subsidiaries all licences, consents, permits and authorisations obtained by or issued to the Company or the Subsidiaries or any other person in connection with the business carried on by it and them and such contracts, deeds or other documents (including assignments of any such licences) as shall have been required by the Purchaser's Solicitors prior to the date hereof;
(d) all land certificates, charge certificates, leases, title deeds and other documents relating to the Properties which are located in Ireland, Japan and the United States of America (save to the extent that the same are in the possession of mortgagees thereof disclosed in writing by or on behalf of the Vendors to the Purchaser or its representatives); and
(e) share certificates relating to all of the issued shares of each of the Subscribers together with a duly executed Certificate Subsidiaries.
3.4 At Completion (and prior to the taking effect of the First Trancheresignations of the directors referred to in clause 3.2 (c)) the Vendors shall procure the passing of board resolutions of the Company:-
(a) sanctioning for registration (subject where necessary to due stamping) the transfers in respect of the Shares;
(b) appointing such persons as the Purchaser may nominate to be additional directors of the Company; and
(c) amending bank mandates by the Subscribers removal and appointment of such persons as the Purchaser may nominate as authorised signatories.
3.5 On Completion the Purchaser shall effect payment deliver to the Company Vendors' Representative:-
(a) written confirmation from the Purchaser's transfer agent ("Transfer Agent") that stock certificates evidencing that:-
(i) the Consideration Shares, other than the Escrow Shares, have been issued to and in the name of an amount equal each Vendor in the amounts set out opposite each Vendor's name in column 2 of part C of schedule 1; and
(ii) the Escrow Shares have been issued to and in the face value name of the First Tranche Escrow Agent (as nominee of the Convertible Bonds Vendors) in the proportion that they have subscribed for as aggregate amounts set out in Schedule 3, such payment to be made by way column 3 of part C of schedule 1;
(b) a certified copy of a cheque drawn on a licensed bank resolution of the board of directors of the Purchaser authorising the entry into of this agreement by the Purchaser and the allotment of the Consideration Shares;
(c) an opinion in Hong Kong/the agreed form from Arnall Golden & ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable relating, inter alia, to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment right, power and authority of the conditions set out in Clause 3.4, Completion of Purchaser to enter into this agreement and the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:Transaction Documents;
(ad) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a Registration Rights Agreement duly executed Certificate for by the Second TranchePurchaser; and
(be) the Subscribers shall effect payment to Indemnity Escrow and Stock Pledge Agreement duly executed by the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingPurchaser.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.73.6 On Completion, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine and on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue behalf of each of the First TrancheVendors, the Second Tranche and Purchaser shall procure that the Third Tranche or perform any obligations hereunder unless all Transfer Agent shall deposit into escrow that aggregate number of Consideration Shares set out in column 3 of part C of schedule 1 in respect of the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 General Indemnified Claims (as defined in clause 4.7 below) (the case may be"Escrow Shares"), which Escrow Shares shall be held by the Escrow Agent as a non-exclusive source for claims for indemnification hereunder in accordance with the terms of the Indemnity Escrow and Stock Pledge Agreement.
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with 3.7 As soon as reasonably practicable following Completion and in any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for event no later than 5 business days after Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so Purchaser shall procure that the provisions of this Clause 4 Transfer Agent shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) despatch to the extent that Vendors' Representative (for these purposes, care of the other party Vendors' Solicitors) stock certificates in respect of the Consideration Shares referred to in clause 3.5(a)(i) above and shall not have complied with its obligations thereunderdespatch to the Escrow Agent stock certificates in respect of the Escrow Shares referred to in clause 3.5(a)(ii) above.
Appears in 1 contract
Sources: Acquisition Agreement (Profit Recovery Group International Inc)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 7.1 Completion for the First Tranche shall take place at the principal place of business offices of the Company Seller’s Solicitors or at such other place as the parties hereto shall determine may agree on the First Tranche Completion Date at 4.00 p.m. when all of the following business shall be transacted:
7.1.1 the Seller shall deliver to the Buyer (but or, in the case of the items described in clause 7.1.1(g), 7.1.1(h) and 7.1.1(q), make available at the Company’s registered office):
(a) certified copies of the minutes recording the resolution of the board of directors of the Seller authorising the sale of the Sale Share and the other transactions contemplated by this Agreement;
(b) a transfer in respect of the Sale Share duly executed and completed in favour of the Buyer (or any person the Buyer nominates for this purpose), together with the certificate for the Sale Share and the duly executed power of attorney or other authority under which the transfer has been executed;
(c) irrevocable powers of attorney in the agreed form executed by each of the registered holders of the Sale Share in favour of the Buyer to enable the Buyer to exercise all voting and other rights attaching to the Sale Share pending registration of the transfer to the Buyer or its nominee;
(d) written resignations (expressed to take effect from the end of the board meeting of the relevant Group Company from ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ of each Group Company, resigning from their respective offices and employments, in each case executed as deeds in the agreed form;
(e) a notice of immediate resignation from the auditor of each Group Company, complying in all respects with the requirements of sections 516 and 519 CA 2006 and containing a statement that there are no circumstances connected with the auditor ceasing to hold office that it considers should be brought to the attention of the members or creditors of the relevant company, accompanied by a written confirmation that such auditors have no claims for unpaid fees or expenses;
(f) duly executed transfers (in favour of such person or persons as the Buyer may direct or have directed) of all shares in the Subsidiaries not part onlyregistered in the name of any Group Company, together with the certificates for those shares;
(g) (as agents for each Group Company) all its statutory and minute books, its common seal (if any), certificate of incorporation, any certificate or certificates of incorporation on change of name and other documents and records including copies of its memorandum and articles of association;
(h) the deeds and documents of title relating to the Properties;
(i) (if not already delivered) the duly executed Disclosure Letter and accompanying disclosure bundles;
(j) (if not already delivered) the duly executed Taxation Deed;
(k) evidence in a form satisfactory to the Buyer (acting reasonably and in good faith) that all Guarantees given by any Group Company in respect of liabilities of the Seller and any Seller’s Connected Person have been released;
(l) the Transitional Services Agreement duly executed by the Seller and the Company;
(m) evidence satisfactory to the Buyer (acting reasonably and in good faith) of the following businesses capacity and authority of each person executing a document referred to in this clause on the Seller’s behalf;
(n) releases in a form acceptable to the Seller and the Buyer (each acting reasonably and in good faith) of all obligations of a Group Company arising under or in connection with finance facilities and all mortgages, charges, and debentures granted by a Group Company, properly executed by the facility provider or chargee, together with related declarations of satisfaction (Forms 403a) sworn by a director of the relevant Group Company;
(o) the ICC2L Addendum duly executed by the Seller and Imagine Corporate Capital 2 Limited;
(p) the Ancillary Costs and Services Agreement executed by (1) the Seller and (2) Imagine Syndicate Management Limited;
(q) copies of the GP Data in the form and method determined in accordance with clause 5.11.
7.1.2 the Seller shall procure (so far as they are able) that the transfer mentioned in clause 7.1.1(b) is resolved to be transactedregistered (subject only to its being stamped);
7.1.3 the Seller shall procure that a board meeting of each Group Company is held at which:
(a) the Buyer’s Accountants are appointed auditors of each Group Company shall deliver to each in place of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersAuditors;
(b) the all bank mandates in force for each Group Company shall execute be altered (in the First Tranche Instrument manner which the Buyer requires) to reflect the resignations and deliver a certified copy of the duly executed First Tranche Instrument appointments referred to each of the Subscribers together with a duly executed Certificate of the First Tranche; andabove;
(c) the Subscribers current accounting reference period of each Group Company shall be altered so as to end on such lawful date as the Buyer may specify;
(d) the registered office of each Group Company shall be changed to such address(es) as the Buyer may specify;
(e) cause such persons as are nominated by the Buyer and approved by any relevant Regulator to be validly appointed as additional directors and as secretary of each Group Company; and
(f) approves such other matters as are necessary to give full effect payment to this Agreement;
7.1.4 the Seller shall procure that each Group Company amends its Articles of Association in such manner as the Buyer may prior to Completion have specified; and
7.1.5 the Buyer shall following compliance by the Seller with clauses 7.1.1 to 7.1.4:
(a) deliver certified copies of the minutes recording the resolution of the board of directors of the Buyer authorising the purchase of the Sale Share and the other transactions contemplated by this Agreement;
(i) if the Agreed NAV has been determined pay the Purchase Price;
(ii) if the Agreed NAV has not been determined pay £9,179,567 on account of the Purchase Price, by electronic funds transfer for value on the Completion Date to the Company of an amount equal to the face value client account of the First Tranche Seller’s Solicitors numbered 16122869 at the Royal Bank of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way Scotland plc of a cheque drawn on a licensed bank in Hong Kong/▇▇/▇▇ ▇▇▇▇▇▇’▇▇▇▇▇▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇ ▇’▇▇▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company ▇▇▇, sort code 15-10-00 (or such party other account or accounts as the Company may direct in writing.
4.4 No party Seller’s Solicitors shall be obliged to complete the subscription for specify) and the issue of each Seller authorises the payment of the First TranchePurchase Price into the specified account or accounts, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand which shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to constitute a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) good discharge to the extent that Buyer in respect of the other party shall not have complied with its obligations thereunder.Purchase Price;
Appears in 1 contract
Sources: Share Purchase Agreement
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, (1) Completion for the First Tranche shall take place at the principal place offices of. ACL Asia Ltd., Two ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ immediately after the signature of business of this agreement
(2) At completion the Company or such other place as the parties hereto Seller shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transactedprocure:
(a) the Company shall deliver delivery to each the Purchaser of:
(i) duly executed transfers and bought and sold notes in favour of the Subscribers Purchaser or its nominee(s) of all the Brewing Shares and SCB Shares;
(ii) the share certificates representing the Brewing Shares and SCB Shares (or an express indemnity in a certified form satisfactory to the purchaser in the case of any found to be missing);
(iii) the certificate of incorporation, common seal, minute books, statutory registers and share certificate books of Brewing and SCB;
(iv) the resignations of all the directors and the secretary of Brewing and SCB, in each case acknowledging under seal that he has no claim against Brewing or SCB whether for loss of office or otherwise;
(v) execution copies of the Distribution Agreements duly executed by the seller;
(vi) an execution copy of the board resolution Options Agreement duly signed by the Seller;
(vii) confirmation from the landlord of the Company approving Premises, in a form acceptable to the Purchaser, that the existing tenancy shall remain in place following change of ownership of Brewing and authorising SCB;
(viii) new contracts of employment, on terms approved by the execution Purchaser, that have been entered into with the senior management (as defined by the parties) Brewing and completion of this Agreement, SCB; and
(ix) confirmation that all sums have been paid in relation to the Instruments and the issue balance of the Convertible Bonds purchase price and the Certificates for the Convertible Bonds to be delivered to each shipping cost of the Subscribers;bottler, labeler and pasteurizer and a shipping date has been agreed.
(b) that a Board Meeting of Brewing and SCB is held at which it is resolved that:
(i) such persons as the Company shall execute Purchaser nominates are appointed as additional directors and the First Tranche Instrument secretary of Brewing and deliver a certified copy of SCB;
(ii) the duly executed First Tranche Instrument transfers referred to each of the Subscribers together with a duly executed Certificate of the First Tranchein paragraph (a) are approved for registration; and
(ciii) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds Brewing's and SCB's bank mandates are revised in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party manner as the Company may direct in writingPurchaser requires.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) an acknowledgment of the assignment of the Shareholders's Loans to the Purchaser duly signed by Brewing and SCB.
(3) Upon Completion of all the matters referred to in subclause (2) the Purchaser shall deliver to the Seller by with transfer the consideration for the sale of the Brewing Shares and SCB Shares and the assignment of the Shareholder's Loans pursuant to clause 3 hereof.
(4) Upon Completion, the Shareholder's Loans shall be deemed to have been assigned hereby without any further act or document to be done or executed by the Seller.
(5) If the transfers and the bought and sold notes are signed in Hong Kong and within thirty days if they are signed outwith Hong Kong, the Purchaser shall proceed with stamping the Brewing Shares and the SCB Shares. The stamp duty shall be borne equally by the parties and the sum of US$1,000 shall be withheld from the sum payable as consideration pursuant to clause 3 in respect thereof
(6) If for any reason the provisions of subclause (2) are not finally complied with as at the date of Completion the Purchaser may elect (in addition and without prejudice to all other rights or remedies available to it) to rescind this Agreement, without prejudice, in each case, agreement or to fix a new date for Completion.
(7) The parties hereby agree that party's rights (whether under this Agreement generally or under this Clause) the bottling and labeling line currently ordered will be paid for and shipped by the Seller to the extent purchaser in Hong Kong. The Purchaser shall be responsible for installation and commissioning, and it is agreed that the other party consideration in clause 3 shall not have complied with its obligations thereunderbe reduced by US$5,000 upon release of the final payment under clause 3 (b) (1).
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Shares (American Craft Brewing International LTD)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 5.1 Completion for the First Tranche shall take place at on the principal place Completion Date when:
5.1.1 the Sellers shall deliver to the Buyer, or procure the delivery to the Buyer of, the documents and other items referred to in Schedule 4;
5.1.2 the Sellers shall repay or procure the repayment in full of business of all amounts owing (even if not due for repayment) to the Company or such other place as the parties hereto Subsidiary by any of the Sellers or any connected persons or associates or directors of them or any of them and shall determine procure that all guarantees or indemnities given by or binding on the First Tranche Completion Date at 4.00 p.m. when all Company or the Subsidiary in respect of any liabilities (but not part onlyactual or contingent) of any of the following businesses Sellers or any of such connected persons or associates or directors are fully and effectively released without cost to the Company or the Subsidiary save that this Clause shall be transactednot apply to advances made to members of staff on account of expenses;
5.1.3 the Sellers shall procure:
(a) the Company that there shall deliver to each of the Subscribers be held a certified copy meeting of the board resolution of directors of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds Subsidiary at which there shall be duly passed the resolutions set out and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds contained in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company board minutes or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business unanimous board consents of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) and of the following businesses shall be transacted:
(a) Subsidiary in the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument Agreed Form marked “C1” to the Subscribers together with a duly executed Certificate for the Second Tranche“C2” respectively; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses there shall be transactedduly passed the Resolutions as written resolutions; and
5.1.4 the Buyer shall:
(a) pay:
(i) the Initial Cash Consideration to the Sellers and the Other Sellers by way of transfer of funds to the Sellers’ Solicitor’s Account, receipt of which shall be an effective discharge of the Buyer’s obligation to pay the Initial Cash Consideration, after deduction in relation to any Optionholder of the amounts to be withheld from such Optionholder pursuant to Clause 5.1.4(a)(ii) below;
(ii) to the Company on behalf of Optionholders (who are also Sellers) the aggregate amounts in satisfaction of (i) the aggregate exercise monies due, and (ii) amounts due in respect of Tax (including employee and employer’s National Insurance contributions and PAYE contributions) pursuant to the undertakings and authorisations provided by the Optionholders in the Exercise Forms and such Optionholders agree that the amount so payable in respect of any Optionholder shall be deducted from the cash amount otherwise payable to that Optionholder for his/her Option Shares and the Buyer agrees to procure that the Company shall execute pay to the Third Tranche Instrument and deliver a certified copy relevant Taxation Authority such amounts due in respect of Tax;
(iii) (or cause the Company to pay) to the Seller's Solicitors the sum of £1,458,130 in respect of the Third Tranche Instrument Management Incentive Bonus, constituted by the anticipated principal amount of £1,281,310 and £176,820 in respect of National Insurance contributions anticipated to be payable thereon, to be held subject to and in accordance with Clause 8.10;
(iv) the Escrow Cash Amount into the Escrow Account;
(v) (or cause the Company to pay) the WC Initial Payments to the Subscribers together with a Sellers and Other Sellers in the amounts set against their names in column 9 of Schedule 1 by way of transfer of funds to the Sellers’ Solicitor’s Account, receipt of which shall be an effective discharge of the Buyer’s obligation to pay the WC Initial Payments;
(b) deliver the Escrow Agreement, duly executed Certificate for by the Second TrancheBuyer;
(c) issue such number of Initial Buyer Shares to each Seller and Other Seller as shown against his or her name in Parts A and B of column 4 of Schedule 1, with such legends as appropriate. It is Buyer’s current policy not to issue stock certificates representing shares of its capital stock, and all new issuances of capital stock are reflected on Buyer’s books and records in book entry only, with appropriate notations reflecting the applicable legends; and
(bd) issue the Subscribers shall effect payment Escrow Stock to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for US Bank National Association as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writingescrow agent.
4.4 No party shall be obliged to complete 5.2 The performance by the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any Sellers of their respective obligations under Clause 4.1 5.1 shall be a condition precedent to the performance by the Buyer of its obligations under Clause 5.1 such that, if the Sellers or 4.2 any of them shall fail or 4.3 (as the case may be) on or before the date fixed for Completionshall be unable to perform any of their obligations under Clause 5.1, the party not in default mayBuyer shall either:
(a) 5.2.1 defer Completion to a later date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred)be agreed;
5.2.2 elect to proceed to Completion; or
5.2.3 if failure to perform would materially adversely affect the value of the Shares, Other Shares and Outstanding Shares due to be acquired by the Buyer at its option (band without prejudice to any other remedies or rights which it may have against the Sellers or any of them in respect of such non-performance) proceed cease to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, be liable to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with perform its obligations thereunderunder Clause 5.1.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment 7.1 The sale and purchase of the conditions set out in Clause 3.1, Completion for the First Tranche Sale Shares shall take place be completed at the principal place of business offices of the Company Purchaser's Solicitors forthwith following signing of this agreement (or at such other time or place as the parties hereto shall determine on agree).
7.2 On Completion the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of Vendors shall deliver or cause to be delivered to the following businesses shall be transactedPurchaser:
(a) the Company shall deliver to each duly executed stock transfer forms in respect of the Subscribers a certified copy Sale Shares together with the related share certificates (such stock transfer forms to be in favour of the board resolution Purchaser or its nominees, as the Purchaser shall direct) together with such waivers, consents, or other documents as the Purchaser may require to enable it or its nominees to be registered as the holders of the Company approving Sale Shares free from all Encumbrances and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribersother adverse rights whatsoever;
(b) an acknowledgement in the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to agreed form from each of the Subscribers together with Vendors to the Purchaser and the Company executed as a duly executed Certificate deed to the effect that save in relation to remuneration or reimbursement of the First Tranche; andexpenses incurred in relation to his or her employment, details of which are specified in such deed, there is no outstanding indebtedness owing at Completion from any Group Company to such Vendor or to any such Vendor's Affiliate or vice versa;
(c) the Subscribers shall effect payment to the Company letters of an amount equal to the face value of the First Tranche of the Convertible Bonds resignation in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/agreed form from ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇ ▇▇▇▇▇▇’▇ order issued as a director of ASL and from the secretary of each Group Company;
(d) the statutory books of each Group Company complete and accurate up to Completion and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all unused share certificates of each Group Company and all cheque books of each Group Company;
(e) the Tax Deed duly executed by a licensed bank in Hong Kong for such face value and made payable to the Company Vendors;
(f) the Service Agreements duly executed by the relevant Vendors;
(g) the Disclosure Letter duly executed by the Vendors or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment on behalf of the conditions set out in Clause 3.7, Completion of Vendors by the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:Vendors' Solicitors;
(ah) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a Deferred Consideration Account Instruction Letter duly executed Certificate for by the Second Tranche; andVendors;
(bi) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ order issued letter;
(j) a complete source code for the current version of ASL Connect and for the current version of IBM Mobile Connect;
(k) the Waivers, duly executed by ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ respectively;
(l) the Stock Option Agreements duly executed by the Vendors.
7.3 On Completion the Vendors shall procure the holding of a licensed bank in Hong Kong for such face value and made payable to Company or such party as meeting of the directors of the Company may direct in writing.
4.4 No party shall be obliged to complete at which the subscription for and the issue of each directors of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default mayshall:
(a) defer Completion (subject to a date not more than 10 Business Days after stamping) approve the said date transfers to the Purchaser (and so that or its nominees) of the provisions of this Clause 4 shall apply to Completion as so deferred); orSale Shares;
(b) proceed to Completion so far appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as practicable; oradditional directors of the Company;
(c) rescind this Agreementappoint TJG Secretaries Limited as the new secretary of the Company;
(d) accept the resignation(s) referred to in sub-clause 6.2(c);
(e) insofar as necessary change the accounting reference date of the Company to 30 June;
(f) change the registered office of the Company to Carmelite, without prejudice▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, in each case▇▇▇▇▇▇▇▇▇▇▇, to that party's rights ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇;
(whether under this Agreement generally or under this Clauseg) alter the existing mandates to the extent Company's bankers by adding ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ as authorised signatories; and
(h) pass any other resolutions reasonably requested by the Purchaser.
7.4 On Completion the Vendors shall also procure the holding of separate board meetings of each of the Subsidiaries at which the directors of each respective Subsidiary shall:
(a) in the case of ASL, approve each of the Service Agreements and authorise one or more of the directors of ASL to execute the same on behalf of ASL;
(b) appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as additional directors of that Subsidiary;
(c) appoint TJG Secretaries Limited as the other party shall not have complied with its obligations thereunder.new secretary of that Subsidiary;
(d) accept the resignation(s) referred to in sub-clause 6.2
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at ▇▇▇▇▇ ▇, ▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, five Business Days following the principal place satisfaction or waiver of business of the Company all conditions set forth in clause 5, or such other place and time as the parties hereto Parties shall determine on the First Tranche agree; provided, however, that Completion Date at 4.00 p.m. when all (but shall not part only) take place until after completion of the following businesses shall be transactedtransfer by way of dividend by Alfa Finance Holdings S.A. of the shares in the Purchaser held by it to certain of the shareholders of Alfa Finance Holdings S.A., as contemplated by the Reorganization.
4.2 On Completion, the Purchaser shall:
(a) execute and deliver the Company shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersAlfa Telecom/Eco Holdings Loan Release Documents;
(b) return to the Company shall execute Vendor share certificate number three of Eco Telecom, representing forty-four shares of Eco Telecom, which the First Tranche Instrument and Purchaser is holding as collateral securing the Vendor’s obligations under the Alfa Telecom/Eco Holdings Loan.
4.3 On Completion the Vendor shall:
(a) deliver a certified copy to the Purchaser:
(1) duly executed share transfer forms in favor of the duly executed First Tranche Instrument Purchaser, in the form agreed, with respect to the Shares for each of the Subscribers Companies, together with a duly executed the share certificates representing the Shares in each of the Companies;
(2) the Certificate of Incorporation, Memorandum and Articles of Association, Register of Members, Register of Directors (if any), Register of Mortgages (if any), and minutes of meetings, and written resolutions, of the First Tranchemembers and the directors of each Company; and
(3) at the election of the Purchaser, the written resignations of the Director(s) and the Secretary of each of the Companies, each such resignation to be executed as a deed and to confirm that the Person resigning has no claims against the respective Company for compensation for loss of office or otherwise;
(b) procure that a resolution of the Director(s) of each of the Companies shall be adopted pursuant to which:
(1) the transfer of the Shares with respect to the relevant Company shall be approved for registration, such registration to be effected by the making of appropriate entries in the original Register of Members of each Company (and any copies thereof) by the registered agent or any other authorized person (as applicable) and such registration being subject to the stamping of the transfer(s) related to same (if applicable) and share certificates in respect of the Shares shall be issued to the Purchaser; and
(2) at the election of the Purchaser, such persons as the Purchaser shall nominate shall be appointed as the Director(s) and Secretary of the relevant Company and the said resignations referred to in clause 4.3(a)(3) shall be accepted with immediate effect; and
(c) execute and deliver, and cause Eco Telecom to execute and deliver as applicable, the Subscribers Alfa Telecom/Eco Holdings Loan Release Documents.
4.4 The Parties agree that the Purchaser’s obligation to pay the Cash Consideration shall effect payment be set off against amounts due to be paid to the Company of an amount equal to Purchaser by CTF and Grand upon the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transactedoccurrence of:
(a) a dividend payment by the Company shall execute Vendor to each of CTF and Grand in an aggregate amount equal to the Second Tranche Instrument and deliver a certified copy amount of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second TrancheCash Consideration; and
(b) following such dividend payments by the Subscribers Vendor, the subscription by each of CTF and Grand for, in aggregate, 916,332 ordinary shares in the Purchaser for a total consideration equal to the amount of the Cash Consideration; each to take place on or about the date of Completion, and that, therefore, no actual transfer of cash will be required of the Purchaser to satisfy such obligation, which, accordingly, shall effect be satisfied in full.
4.5 In connection with the procedures set out in clause 4.4, the Vendor hereby agrees to make a dividend payment to the Company each of CTF and Grand in an aggregate amount equal to the face value amount of the Second Tranche Cash Consideration and each of the Convertible Bonds CTF and Grand hereby agree to subscribe for shares in the proportion that they have subscribed Purchaser for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount total consideration equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writingCash Consideration.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment Sellers’ Stage 1 Completion Arrangements Completion of the conditions set out in Clause 3.1, sale and purchase of the Stage 1 Completion for the First Tranche Shares shall take place at the principal place of business offices of the Company or such other place as the parties hereto shall determine Purchaser’s Solicitors on the First Tranche Stage 1 Completion Date at 4.00 p.m. when all (but not part only) Date. At Stage 1 Completion, the Sellers shall:
4.1.1 deliver to the Purchaser evidence, to the Purchaser’s reasonable satisfaction, of the following businesses shall be transacted:authority of any person or persons executing or attesting the execution of this Agreement and any other document entered into pursuant to this Agreement on its behalf to do so;
(a) the Company shall 4.1.2 deliver to each the Purchaser and / or its nominees duly executed share transfers in respect of the Subscribers Stage 1 Completion Shares together with the relevant certificates (or, in the case of any missing share certificates, an indemnity in a certified form satisfactory to the Purchaser acting reasonably in respect thereof);
4.1.3 deliver to the Purchaser evidence to its reasonable satisfaction that any debt owed by or to any Group Company to or by any Seller (or any Connected Person of any Seller) has been repaid;
4.1.4 deliver to the Purchaser, in relation to each Group Company, the statutory books, records and registers (complete and duly written up-to-date), the common seal, the certificate of incorporation, any certificates of incorporation on change of name and all documents, contracts, licences, agreements, insurance policies, records, papers, correspondence files and books of trading and account of each Group Company;
4.1.5 procure that each Director resigns from his directorships of each Group Company and deliver to the Purchaser his written resignation under seal containing an acknowledgement that he has no claim against such Group Company in respect of breach of contract, compensation for loss of office or otherwise howsoever arising from such resignation;
4.1.6 deliver to the Purchaser a copy of all letters and / or email correspondence with AIB in relation to the board resolution change of control of the Company;
4.1.7 deliver to the Purchaser a letter of resignation under seal from the secretary of each Group Company approving and authorising containing an acknowledgement that he has no claim against such Group Company in respect of breach of contract, compensation for loss of office or otherwise howsoever arising from such resignation;
4.1.8 deliver to the execution and completion of this Agreement, the Instruments and the issue Purchaser confirmation under seal of the Convertible Bonds discharge and waiver of any monies owing to any Group Company (whether then due for payment or not) by the Certificates Sellers or the Directors or by any of them or by any Connected Person of any of them;
4.1.9 procure the release of any and all guarantees or indemnities or security given by any Group Company for the Convertible Bonds to be delivered to each or on behalf of the SubscribersSellers or the Directors or any of them or any Connected Person of any of them;
(b) 4.1.10 deliver to the Company shall execute Purchaser the First Tranche Instrument and deliver a certified copy of the Tax Deed duly executed First Tranche Instrument by the Warrantors;
4.1.11 deliver to each of the Subscribers together with a Purchaser the Service Agreements, duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable ▇▇;
4.1.12 deliver to the Purchaser the duly executed Termination Agreement;
4.1.13 deliver to the Purchaser copies of all bank mandates of each Group Company together with copies of bank statements in relation to all bank accounts as at a date not earlier than the day immediately preceding the Stage 1 Completion Date and all cheque books of each Group Company in use and the cash book balances of each Group Company as at the Stage 1 Completion Date with reconciliation statements reconciling such balances with the aforementioned bank statements;
4.1.14 deliver to the Purchaser appropriate forms to amend any mandates of each Group Company;
4.1.15 deliver to the Purchaser all credit cards in the name of or for the account of each Group Company in the possession of any officer or employee of such party as Group Company resigning at Stage 1 Completion;
4.1.16 deliver to the Company may direct in writing.
4.3 Upon compliance with or fulfillment Purchaser satisfactory evidence of the conditions set out in Clause 3.7, Completion adoption of the Third Tranche shall take place Constitution (being a shareholder resolution and CRO form G1 duly signed);
4.1.17 procure that a meeting of the board of directors of each Group Company is held at the principal place of business which, inter alia:
(i) in respect of the Company or only, the share transfers referred to in clause 4.1.2 are approved (subject only to stamping);
(ii) the entry into of any other documents required to be executed by any Group Company pursuant to the Transaction is approved (including, in respect of the Subsidiary only, the entry into of the Service Agreements);
(iii) such other place persons as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) Purchaser may nominate are appointed as directors and secretary of the following businesses shall be transacted:such Group Company with immediate effect;
(aiv) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate all existing mandates for the Second Trancheoperation of bank accounts of such Group Company are revoked and new mandates are approved and adopted giving authority to such persons as the Purchaser may nominate; and
(bv) the Subscribers shall effect payment resignations referred to in clauses 4.1.5 and 4.1.6 are accepted;
4.1.18 deliver to such places as the Purchaser directs all motor vehicles owned by each Group Company which are in the possession of any of the officers or employees of any Group Company resigning on Stage 1 Completion together with the keys and any registration documents and certificates of insurance in respect thereof;
4.1.19 deliver to the Purchaser either a certificate of the kind described in section 980 of the TCA or a letter from the auditors of the Company of an amount equal addressed to the face value Purchaser (and in a form reasonably satisfactory to Purchaser), confirming that none is required;
4.1.20 deliver to the Purchaser letters of resignation from each of the Second Tranche of the Convertible Bonds following family members in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/agreed form:
(i) ▇▇▇▇▇▇’▇ order issued by a licensed bank ▇▇▇▇▇▇▇▇;
(ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇;
(iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and
(iv) Zara ▇▇▇▇▇▇▇▇; (together, the “Family Resignation Letters”);
4.1.21 deliver to the Purchaser evidence to its reasonable satisfaction that the Directors’ Loans have been fully repaid and settled; and
4.1.22 deliver to the Purchaser details of its Irish tax reference number including in Hong Kong for such face value and made payable relation to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First TrancheEmployee Shareholders, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 as applicable (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) including evidence reasonably satisfactory to the extent that Purchaser allowing it to verify the other party shall not have complied with its obligations thereunderaccuracy of the number provided) which the Purchaser may reasonably require.
Appears in 1 contract
Sources: Share Purchase Agreement (Majesco)
Completion. 4.1 Upon compliance with or fulfillment of 3.1 The Parties agree that the conditions set out in Clause 3.1, Completion for the First Tranche following matters shall take place at on or prior to the principal place date of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transactedCompletion:
(a) Vitol will transfer the Company shall deliver B Shares to each of Grindrod in accordance with the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments Share Transfer Agreement and the issue of other completion steps in the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersShare Transfer Agreement shall take place;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy execution of the duly executed First Tranche Instrument to Novation Agreements by Elandra and each of the Subscribers together with a duly executed Certificate of the First Tranche; andOwner;
(c) the Subscribers Parties shall effect payment pay to Elandra the Novation Consideration due under each Novation Side Letter;
(d) Elandra shall issue the Agency Letter to Vitol and Grindrod;
(e) the Parties shall convene such meetings of the members of each Group Company and their respective Boards to be held as it was necessary to:
(i) appoint two (2) persons nominated by Vitol as A Directors (to the extent such appointments were not made upon the incorporation of such Group Company) and two (2) persons nominated by Grindrod as B Directors thereof;
(ii) appoint the secretary of that Group Company;
(iii) appoint auditors of that Group Company;
(iv) appoint principal bankers to that Group Company and arrange for the opening of an amount equal any necessary bank accounts in its name (the requirements of the Approved Finance always being considered);
(v) if necessary, resolve that the financial year of that Group Company shall end on 31 December in each year; and
(vi) amend the Articles of any Group Company to the face value extent necessary to ensure compliance by it with the terms of this Agreement;
(f) each Owner shall enter into a commercial shipmanagement agreement with the First Tranche Approved Commercial Manager in respect of its Vessel;
(g) the Convertible Bonds in Owners shall jointly enter into a Supervision Agreement on materially the proportion that they have subscribed for same terms and conditions as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/per the ▇▇▇▇▇▇’▇ order issued by Supervision Agreement with the Construction Supervisor in respect of the Vessels; and
(h) the relevant owners or disponent owners of each of the Other Grindrod Vessels shall each enter into a licensed bank commercial shipmanagement agreement with the Approved Commercial Manager in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingrespect of those Other Grindrod Vessels.
4.2 Upon compliance with or fulfillment 3.2 Following the date of the conditions set out in Clause 3.4Completion, Completion of the Second Tranche Vitol shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when use all (but not part only) of reasonable endeavours to arrange the following businesses shall be transactedmatters:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy execution of the Second Tranche Instrument to Novation Agreements by the Subscribers together with a duly executed Certificate for the Second TrancheBuilder; and
(b) the Subscribers shall effect payment to the Company issuance of an amount equal to the face value each Refund Guarantee in favour of the Second Tranche relevant Owner. Pending the occurrence of the Convertible Bonds effective date under the Novation Agreements and following payment of the Novation Consideration, Vitol shall procure that Elandra acts as agent for each Owner in respect of the proportion that they have subscribed for as set out relevant Shipbuilding Contract and related Refund Guarantee in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to accordance with the Company or such party as the Company may direct in writingAgency Letter.
4.3 Upon compliance 3.3 Each Party agrees with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche other Party that it shall take place at the principal place of business of the such steps as lie within its power to procure and ensure that each Group Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their performs its respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be)Transaction Documents to which they are respectively a party.
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Shareholders’ Agreement (Grindrod Shipping Holdings Ltd.)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 5.1 Completion for the First Tranche shall take place at the principal place offices of business of the Company or such other place as the parties hereto shall determine Unicom on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of such time as the following businesses shall be transactedParties may agree.
5.2 At Completion, SKT shall:
(a) the Company shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds or procure to be delivered to each Unicom:
(i) a copy (certified as a true copy by a director or the company secretary of SKT) of the Subscribersresolutions of the board of directors of SKT authorising the execution of, and performance by, SKT of its obligations under the Transaction Documents to which it is a party;
(bii) a certificate signed by a director of SKT confirming that all the SKT Warranties are true and accurate and not misleading as at the date of this Agreement and as at the Completion Date;
(iii) the Company shall execute the First Tranche Instrument instrument(s) of transfer and deliver a certified copy sold note(s) in respect of the Repurchase Shares duly executed First Tranche Instrument to each by SKT in favour of the Subscribers together with a duly executed Certificate of the First TrancheUnicom; and
(civ) the Subscribers shall effect payment to the Company of an amount equal to the face value share certificate(s) in respect of the First Tranche of the Convertible Bonds Repurchase Shares issued in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way name of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second TrancheSKT; and
(b) procure its nominee on Unicom Board, Mr. Man Won Jung, to resign as a director of Unicom with effect from the Subscribers shall effect payment Completion Date and to deliver an acknowledgement to Unicom that he does not have any claims whatsoever against Unicom for compensation for loss of office (whether contractual, statutory or otherwise), unfair dismissal, redundancy or otherwise, he has no disagreement with the Unicom Board and he is not aware of any matters in respect of his resignation that needs to be brought to the Company of an amount equal to the face value attention of the Second Tranche shareholders of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingUnicom.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.75.3 At Completion, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transactedUnicom shall:
(a) deliver or procure to be delivered to SKT:
(i) a copy (certified as a true copy by a director or the Company shall execute the Third Tranche Instrument and deliver a certified copy company secretary of Unicom) of the Third Tranche Instrument resolutions of the Unicom Board authorising the execution of, and performance by, Unicom of its obligations under the Transaction Documents to which it is a party; and
(ii) a certificate signed by a director of Unicom confirming that all the Subscribers together with a duly executed Certificate for Unicom Warranties are true and accurate and not misleading as at the Second Tranchedate of this Agreement and as at the Completion Date; and
(b) give irrevocable payment instructions to its bank to pay the Subscribers shall effect payment Consideration (less the SFC Fee and the Initial Stamp Duty Amount) in immediately available funds by electronic funds transfer in HK$ to a bank account designated by SKT in writing at least three Business Days prior to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment Completion Date and shall deliver or procure to be made by way delivered to SKT a copy of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writingirrevocable payment instructions.
4.4 No party 5.4 Neither Party shall be obliged to complete the subscription for sale and the issue purchase of each any of the First Tranche, Repurchase Shares unless the Second Tranche sale and purchase of all of the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be)Repurchase Shares is completed simultaneously.
4.5 5.5 If the Company provisions of Clauses 5.2 and 5.3 are not fully complied with by Unicom or SKT by or on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed set for Completion, SKT (in the party not case of non-compliance by Unicom) or Unicom (in default maythe case of non-compliance by SKT) shall be entitled (in addition to and without prejudice to all other rights and remedies available to the terminating party, including the right to claim damages) by written notice to the other Party served on such date:
(a) defer to elect to terminate this Agreement (other than the Surviving Provisions) without liability on the part of the terminating party, except in respect of any rights and liabilities which have accrued prior to termination or under any of the Surviving Provisions;
(b) to effect Completion so far as practicable having regard to the defaults which have occurred; or
(c) to fix a new date for Completion (not being more than 10 five Business Days after the said agreed date (and so that for Completion), in which case the foregoing provisions of this Clause 4 5 shall apply to Completion as so deferred.
5.6 Unicom shall arrange for the lodging of the instrument(s) of transfer and bought and sold notes in respect of the Repurchase Shares with the Stamp Office for stamping within the time prescribed by applicable law.
5.7 Upon completion of the stamping of the transfer of the Repurchase Shares referred to in Clause 5.6, Unicom shall cancel the Repurchase Shares and any rights attached thereto shall cease with effect from the Completion Date. By delivering the share certificate(s) in respect of the Repurchase Shares to Unicom on the Completion Date pursuant to Clause 5.2(a)(iv); or, SKT confirms that it irrevocably authorises Unicom to take all such actions as may be necessary or expedient for the cancellation of the Repurchase Shares and acknowledges that it shall cease to have any rights to, or interests in, the Repurchase Shares with effect from the Completion Date.
5.8 Notwithstanding anything herein to the contrary, if Completion does not take place on or before 5:00 p.m. (bHong Kong time) proceed to Completion so far on 10 November 2009 (or such other time and date as practicable; or
the Parties may agree in writing), this Agreement (cother than the Surviving Provisions) rescind this Agreementshall automatically terminate. In such event, without prejudice, in each case, to that party's rights (whether neither Party shall have any claim of any nature under this Agreement generally against the other Party (except in respect of any rights and liabilities which have accrued prior to termination or under this Clause) to any of the extent that the other party shall not have complied with its obligations thereunderSurviving Provisions).
Appears in 1 contract
Sources: Share Repurchase Agreement (CHINA UNICOM (HONG KONG) LTD)
Completion. 4.1 Upon compliance with On or fulfillment before the Effective Date the respective parties shall take the following steps: A meeting of the conditions set out existing Directors shall be held to approve and pass the resolutions necessary to put into effect the agreements by the Company herein contained; subject to the resolutions referred to in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business 2.1 being proposed and duly passed: The share capital of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) increased up to Kenya Shillings ……………………… … ……….. shall transfer his one share in the Company for cash at par to and the transfer shall deliver be duly stamped and registered in the members register;
▇.▇.▇: shall be allotted Shares to each make them sixty per cent (60%) shareholders in the Company and the form of allotment shall be filed at the Subscribers a certified copy of Companies Registry and ………… registered in the board resolution Members Register (the existing shareholders of the Company approving and authorising having waived their pre-emption rights); … ……….. shall be allotted Shares to make them forty per cent (40%) shareholders in the execution and completion of this Agreement, the Instruments Company (in such proportions as shall be agreed between them) and the issue form of allotment shall be filed at the Companies Registry and registered in the Members Register (the existing shareholders of the Convertible Bonds and Company having waived their pre-emption rights); … …….shall procure that ………. assigns the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment Ground Licence to the Company of an amount equal to as soon as practicable after Completion; … ………shall procure and / or confirm that the face value of Company is registered for VAT, holds valid trade and other licences from all the First Tranche of relevant authorities and has obtained a Person Identification Number; … ……. shall procure that the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable Assets are transferred to the Company or such party as by for use in the Company may direct Business in writing.
4.2 Upon compliance with or fulfillment consideration of not demanding repayment of the conditions set out in Clause 3.4, Completion of moneys owed to them by as soon as practicable after Completion; … …….. shall procure that the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument Machines loaned to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment are transferred to the Company for use in the Business as soon as practicable after Completion; ………… and shall be appointed or confirmed (as required) as Directors and … ………….. shall resign as a Director of an amount equal the Company; … ……….., Certified Public Accountants shall be appointed or confirmed (as required) as the new auditors of the Company; … …………… shall be appointed or confirmed (as required) as the new secretary of the Company; The Company shall open bank accounts with ……..Bank Limited and ……….., shall be joint signatories to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for said accounts as set out in Schedule 3, such payment to shall be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable mutually agreed between them.
1.1.3.1 shall make two loans to the Company or such party as being the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for …… Shareholders Loan and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.Shareholders Loan respectively;
Appears in 1 contract
Sources: Management Agreement
Completion. 4.1 Upon (A) Subject to satisfaction of all the Conditions in full (save for any Condition the full compliance with or fulfillment satisfaction of which has been waived by the conditions set out in Clause 3.1Purchaser) and the provisions under Clauses 2 and 5, Completion for the First Tranche shall take place on the Completion Date at the principal place of business offices of the Company at 3.00 p.m. or at such other place and time as shall be mutually agreed by the parties hereto shall determine on (time in either case being of the First Tranche Completion Date at 4.00 p.m. essence) when all (but not part only) of the following businesses business shall be transacted:transacted:-
(i) the Vendors shall (so far as it is within their respective powers and capacities so to do) deliver or cause to be delivered to the Purchaser:-
(a) the Company shall deliver to each certified true copies of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds documents referred to be delivered in Clauses 2(A) (vi) to each of the Subscribers(ix);
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy Deed of the Indemnity duly executed First Tranche Instrument to by each of the Subscribers together with a duly executed Certificate Vendors;
(c) evidence to the satisfaction of the First Tranche; andPurchaser that the term of the Joint Venture Contract has been validly extended from 20 years to 31 years;
(d) certified true copies of such legal opinions to the satisfaction of the Purchaser (in form and substance) as the Purchaser may request;
(ii) the Vendors (so far as it is within their respective powers and capacities so to do) shall procure that with effect from Completion:
(a) 5 persons nominated by the Purchaser be appointed as new directors of the Company;
(b) the General Manager, Chief Accountant, and such other managerial personnel as nominated by the Purchaser be appointed by the board of directors of the Company in accordance with the meeting rules of the Company;
(c) the Subscribers resignation of such number of directors of the Company so that the number of directors in the new board of the Company after the appointments referred to in Clause 9(A)(ii)(a) above shall effect payment be 8; and
(d) the resignation of such managerial personnel as the Purchaser may request;
(iii) the Vendors shall (so far as it is within their respective powers and capacities so to do) produce evidence to the Company of an amount equal to the face value satisfaction of the First Tranche Purchaser that save for those related party transactions which have been disclosed in writing by the Vendors, any arrangements and agreements between the Vendors and the Company shall be terminated with effect from the Completion Date by mutual agreement between the respective parties thereto without liability on the part of the Convertible Bonds in Company ;
(iv) the proportion that they have subscribed for Vendors shall (so far as set out in Schedule 3, such payment it is within their respective powers and capacities so to do) return or deliver and cause to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable returned or delivered to the Company or the Purchaser all Corporate Documents of the Company;
(v) the Vendors shall (so far as it is within their respective powers and capacities so to do) deliver and cause to be delivered to the Purchaser written confirmation that the Vendors are not aware of any matter or thing which is in breach of any of the Warranties when they take effect on Completion;
(vi) the Vendors shall deliver such party other documents to the Purchaser as may be required to give the Purchaser good title to the Sale Capital and to enable the Purchaser or its nominees to become the owner thereof;and
(vii) the Purchaser shall procure that the Purchaser's Solicitors shall pay to each of the Vendors the Initial Consideration in cash or in the manner as the Company may direct Vendors and the Purchaser shall have agreed and as the Purchaser shall have been notified in writingwriting at least two Business Days prior to the Completion Date, such notification shall in any event be binding on each of the Vendors.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche (B) The Purchaser shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche this Agreement or perform any obligations hereunder unless all the parties hereto Vendors comply fully with their respective obligations under the requirements of Clause 4.1 or 4.2 or 4.3 (as 9(A). Without prejudice to any other remedies which may be available to the case may be).
4.5 If Purchaser hereunder, if any provision of this Clause 9 is not complied with by the Company Vendors on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for CompletionCompletion Date, the party not in default may:Purchaser may:-
(ai) defer Completion to a date falling not more than 10 Business Days 28 days after the said date original Completion Date (and so that the provisions of this Clause 4 9 shall apply to the deferred Completion) provided that, time shall be of the essence as regards the deferred Completion as so deferred)and if Completion is not effected on such deferred date, the Purchaser may rescind this Agreement; or
(bii) proceed to Completion so far as practicable; or
practicable (c) rescind this Agreement, but without prejudice, in each case, prejudice to that partythe Purchaser's rights (whether under this Agreement generally or under this Clausehereunder) to insofar as the extent that the other party Vendors shall not have complied with its their obligations thereunder.hereunder; or
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 5.1 Completion for the First Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of Date.
5.2 At Completion the following businesses Seller shall deliver or cause to be transacteddelivered:
(a) the Company shall deliver to each transfer of the Subscribers a certified copy Sale Shares in such form as is necessary for the Buyer to acquire legal ownership of the board resolution Sale Shares in accordance with the laws of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersIceland;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy share registry of the duly executed First Tranche Instrument to each Company confirming that the Buyer has been registered as the owner of the Subscribers together with a duly executed Certificate of Sale Shares and that the First Tranche; andSale Shares are free from all Encumbrances;
(c) the Subscribers shall effect payment to the Company written resignation of an amount equal to the face value all of the First Tranche directors of the Convertible Bonds Company;
(d) a waiver of any pre-emption rights or other restrictions on transfer which may exist in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment respect of the conditions set out in Clause 3.4, Completion Sale Shares under the articles of the Second Tranche shall take place at the principal place of business association of the Company or otherwise, and any other document or consent necessary to enable the Buyer to be registered as the holder of the Sale Shares;
(e) a copy of the minutes of a meeting of the board of directors of the Seller authorising the execution by the Seller of this agreement and all other documents ancillary to it or the Transactions, and appointing the relevant signatory or signatories to execute this agreement and any such other place as documents on its behalf; and
(f) a copy of the parties hereto shall determine on minutes of a meeting of the Second Tranche shareholders of the Seller authorising the Transaction and the Service Agreement in accordance with article 70.a. of the Companies Act.
5.3 On the Completion Date at 4:00 p.m. when all (but not part only) the Seller shall procure that the directors of the following businesses Company shall hold a board meeting at which the transfer of the Sale Shares to the Buyer shall be transactedapproved for registration in the Company’s shareholder register and provide the minutes of the meeting, signed by members of the board of directors, to the Buyer.
5.4 At Completion the Buyer shall:
(a) pay the Company shall execute Purchase Price, by entering into an irrevocable subscription agreement with the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument Seller, with respect to the Subscribers together with a duly executed Certificate for the Second TrancheConvertible Bond; and
(b) deliver a copy of the Subscribers minutes of a meeting of the board of directors of the Buyer authorising the execution by the Buyer of this agreement and all other documents ancillary to it or the Transactions, the issuance of the Convertible Bond to the Seller, and appointing the relevant signatory or signatories to execute this agreement and any such other documents on its behalf.
5.5 As soon as possible after Completion the Seller shall effect payment deliver to the Buyer all documents of title, records, correspondence, documents, files, memoranda and other documents relating to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment not required to be made by way of a cheque drawn on a licensed bank delivered at Completion which are in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingits possession.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Share Purchase Agreement (Alvotech)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 4.01 Completion for the First Tranche shall take place on or before 25th August 2006 at the principal place of business of the Company ▇▇▇▇ ▇▇▇▇/▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ South 12th Road, High-Tech Industrial Park, Nanshan District, Shenzhen, PRC or such other place as the parties hereto shall determine on agree.
4.02 At Completion, the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of Seller shall deliver to the following businesses shall be transactedPurchaser:
(ai) duly executed instruments of transfer in favour of the Purchaser in respect of the Sale Shares;
(ii) the Company shall deliver to each share certificates for the Sale Shares or evidence of title of the Subscribers a certified copy of Sale Shares satisfactory to the board resolution Purchaser;
(iii) all the statutory and other books of the Company approving and authorising in the execution and completion of this Agreement, the Instruments and the issue possession of the Convertible Bonds Seller (including common seal and the Certificates for the Convertible Bonds to be delivered to each of the Subscriberscompany chops (if any));
(biv) all books and accounts and other records, including without limitation, the cheque books and bank records of the Company in the possession of the Seller;
(v) the Company shall execute the First Tranche Instrument and deliver original written shareholders resolution attached hereto as Exhibit B signed by a certified copy duly authorized officer of the duly executed First Tranche Instrument to each Seller and dated as of the Subscribers together with a duly executed Certificate date of the First Tranche; andCompletion;
(cvi) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for original written board resolutions attached hereto as set out in Schedule 3, such payment to be made Exhibit C signed by way of a cheque drawn on a licensed bank in Hong Kong/Hope Ni and ▇▇▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business directors of the Company or such other place and the Subsidiary and dated as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:date of Completion;
(avii) the Company shall execute the Second Tranche Instrument and deliver a certified copy original duly executed counterpart of the Second Tranche Instrument to the Subscribers together with Termination Agreement signed by a duly authorized officer of the Seller, the Company and the Subsidiary and dated as of the date of Completion;
(viii) the original duly executed Certificate for letter of release attached hereto as Exhibit E signed by a duly authorized officer of the Second TrancheSeller and dated as of the date of Completion, in respect of the Repayment of Loan; and
(bix) the Subscribers shall effect payment to the Company original resignation letter of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/Hope Ni and ▇▇▇▇ ▇▇▇▇▇▇’▇ order issued as directors of the Company and the Subsidiary, each in the form attached hereto as Exhibit F, duly signed by each of them and dated as at the date of Completion.
4.03 At Completion, the Purchaser shall deliver to the Seller :
(i) a licensed bank banker's draft for US$1,250,000 in Hong Kong for respect of the Consideration, such face value and made draft to be payable to the Company or Seller. The delivery of such party banker's draft as aforesaid shall constitute a complete discharge to the Company may direct Purchaser in writing.
4.3 Upon compliance with or fulfillment respect of the conditions set out Consideration to be provided by it under this Agreement;
(ii) a banker's draft for US$2,500,000 in Clause 3.7, Completion respect of the Third Tranche Repayment of Loan, such draft to be payable to the Seller. The delivery of such banker's draft as aforesaid shall take place at constitute a complete discharge to the principal place of business Purchaser in respect of the Company or such other place as Repayment of Loan to be made by the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second TranchePurchaser under this Agreement; and
(biii) the Subscribers shall effect payment to the Company of an amount equal to the face value original duly executed counterpart of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3Termination Agreement signed by Chen, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/Lin, ▇▇▇, ▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party Pioneer and dated as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be)date of Completion.
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment 6.1 The sale and purchase of the conditions set out in Clause 3.1, Completion for the First Tranche Sale Shares shall take place be completed at the principal place of business offices of the Company Purchaser's Irish solicitors at 2.00pm on 24 August 2000 (or at such other time or place as the parties hereto shall determine on agree).
6.2 On Completion the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of Vendor shall deliver or cause to be delivered to the following businesses shall be transactedPurchaser:
(a) the Company shall deliver to each duly executed stock transfer forms in respect of the Subscribers a certified copy Sale Shares together with the related share certificates (such stock transfer forms to be in favour of the board resolution Purchaser or its nominees, as the Purchaser shall direct) together with such waivers, consents, or other documents as the Purchaser may require to enable it or its nominees to be registered as the holders of the Company approving Sale Shares free from all Encumbrances and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribersother adverse rights whatsoever;
(b) an acknowledgement from the Vendor to the Purchaser and the Company shall execute executed as a deed to the First Tranche Instrument and deliver a certified copy effect that save in relation to remuneration or reimbursement of expenses incurred in relation to his or her employment, there is no outstanding indebtedness owing at Completion from the duly executed First Tranche Instrument Company to each of the Subscribers together with a duly executed Certificate of the First Tranche; andsuch Vendor or to any such Vendor's Affiliate or vice versa;
(c) letter of resignation from ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ St. ▇▇▇▇▇▇ as directors of the Subscribers shall effect payment to Company;
(d) the statutory books of the Company complete and accurate up to Completion and any company seal, certificates of an amount equal to the face value incorporation, certificates of incorporation on change of name and all unused share certificates of the First Tranche Company and all cheque books of the Convertible Bonds Company;
(e) the Tax Deed duly executed by the Vendor;
(f) the Disclosure Letter;
(g) revised service agreements in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/agreed form between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4▇, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇▇ order issued ▇▇▇▇▇▇ duly executed by a licensed bank in Hong Kong for such face value the parties;
(h) the Escrow Agreement duly executed by the Vendor and made payable the Vendor's Solicitors;
(i) the written resignation of the auditors of the Compa
(j) the title deeds and documents to the Company or such party as Properties;
(k) letter of non-crystallisation in the Company may direct in writingagreed form executed by NatWest Bank plc.
4.3 Upon compliance with or fulfillment 6.3 On Completion the Vendor shall procure the holding of a meeting of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business directors of the Company or such other place as at which the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) directors of the following businesses shall be transactedCompany shall:
(a) (subject to stamping) approve the Company shall execute transfers to the Third Tranche Instrument and deliver a certified copy Purchaser (or its nominee(s)) of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.Sale Shares;
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place on the Completion Date at the principal place offices of business the Purchaser's Solicitors.
4.2 Vendor's Obligations On Completion the Vendors shall: (A) deliver to the Purchaser: (1) duly executed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser or its nominees together with the relative share certificates; (2) such waivers or consents as the Purchaser may require to enable the Purchaser or its nominees to be registered as holders of the Sale Shares; and (3) powers of attorney in an agreed form; (B) procure that the Directors (other than the Continuing Directors) and the secretary or secretaries of the Company or such other place as and the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when Subsidiaries retire from all (but not part only) of the following businesses shall be transacted:
(a) their offices and employments with the Company shall deliver and the Subsidiaries, each delivering to each of the Subscribers Purchaser a certified copy of deed (in the board resolution agreed terms) made out in favour of the Company approving and/or the Subsidiaries acknowledging that he has no claim outstanding for compensation or otherwise and authorising without any payment under the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/Employment Rights A▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to ; (C) procure the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment resignation of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business auditors of the Company or such other place as and the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) Subsidiaries in accordance with s 293 of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/Companies A▇▇ ▇▇▇▇▇▇’▇ order issued , accompanied by a licensed bank in Hong Kong for such face value and made payable written statement pursuant to s 394 of that Act that there are no circumstances connected with their resignation which should be brought to the Company notice of the members or creditors of each such party company and that no fees are due to them and deliver such resignation and statement to the Purchaser; (D) deliver to the Purchaser as agent for the Company may direct in writing.
4.3 Upon compliance with or fulfillment of and the conditions set out in Clause 3.7, Completion of Subsidiaries: (1) all the Third Tranche shall take place at the principal place of business statutory and other books (duly written up to date) of the Company or such other place as and each of the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part onlySubsidiaries and its/their certificate(s) of the following businesses shall be transacted:
incorporation, any certificates of incorporation on change of name and common seal(s); (a2) the Company shall execute the Third Tranche Instrument and deliver a certified copy certificates in respect of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds all issued shares in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue capital of each of the First TrancheSubsidiaries and transfers of all shares in any Subsidiary not held by the Company in favour of such persons as the Purchaser shall direct; (3) the title deeds to the Properties (4) (or procure the delivery of) service agreements, in the agreed terms, between [ ] and the Company, [each] executed by [ ]; (E) procure a board meeting of the Company and of each of the Subsidiaries to be held at which there shall be: (1) passed a resolution to register, in the case of the Company, the Second Tranche transfers of the Sale Shares and, in the case of the Subsidiaries, the share transfers referred to in Sub-Clause (D)(2) and (subject only to due stamping) to register, in the register of members, each transferee as the holder of the shares concerned; (2) appointed as directors and/or secretary such persons as the Purchaser may nominate (3) tendered and accepted the resignations and acknowledgements of the directors and secretary referred to in Sub-Clause (B) each such acceptance to take effect at the close of the meeting; (4) revoked all existing authorities to banks and new authorities shall be given to such banks and on such terms as the Purchaser may direct; (5) changed the situation of the registered office and (subject to the Companies Acts) the accounting reference date, each as the Purchaser may direct; and (6) tendered and accepted the resignation of the auditors and appointing [ ] as new auditors of each of the Company and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred)Subsidiaries; or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.and
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment 5.1 The sale and purchase of the conditions set out Share and the Harvest Payables shall be completed at the offices of Freshfields Bruckhaus Deringer, Moscow, on the third Business Day following the fulfilment (▇▇ ▇▇▇▇er) of all the Conditions or on such other day as may be agreed between the Vendor and the Purchaser (but, in Clause 3.1any event, Completion for within five Business Days after such fulfilment or waiver). The events referred to in the First Tranche following provisions of this clause 5 shall take place at on Completion.
5.2 The Vendor and the principal place Purchaser shall execute the notification of business transfer of ownership of the Company or such other place Share in the form attached as the parties hereto Schedule 12 and shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transactedprocure that:
(a) such notification is delivered to the Company shall deliver to at its principal office located in the Gubkinsky Industrial Area, Purovsky District, Yamalo-Nenets Autonomous Region, the Russian Federation, in accordance with the provisions of the Foundation Documents and Article 21(6) of the LLC Law by one representative of each of Freshfields Bruckhaus Deringer (legal counsel to the Subscribers a certified copy of Purchaser) and Baker & McKenzie (legal counsel to the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;Vendor) accompanied b▇ ▇▇▇ No▇▇▇▇; ▇▇d
(b) such representatives and the Company shall execute Notary prepare a duly notarised statement recording the First Tranche Instrument time, place and deliver a certified copy manner of such delivery and the name(s) and title(s) of the duly executed First Tranche Instrument person(s), if any, to whom such delivery was made.
5.3 Upon receipt of verbal confirmation by the Moscow office of each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion Freshfields Bruckhaus Deringer and Baker & McKenzie that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/their respective representatives a▇▇ ▇▇▇ ▇otary ▇▇▇▇ co▇▇▇▇▇▇’▇ order issued by a licensed bank the actions specified in Hong Kong for such face value clauses 5.2(a) and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:5.2(b):
(a) the Company Vendor shall execute deliver to the Second Tranche Instrument and deliver Purchaser a certified copy deed of assignment in respect of the Second Tranche Instrument to Harvest Payables in the Subscribers together with a duly executed Certificate for the Second Trancheform attached as Schedule 13; and
(b) the Subscribers shall effect payment to Purchaser and the Company of an amount equal to the face value Vendor shall, in satisfaction of the Second Tranche Purchaser's obligations under clauses 2.2 and 2.4, execute an irrevocable escrow release instruction in the form attached as Schedule 14 and cause the Escrow Agent to transfer the Escrow Amount (for same day value) by wire transfer of immediately available funds from the Escrow Account to JPMorgan Chase Bank, Houston, TX, ABA Routing #: [____], SWIFT: [_______], FBO: Harvest Natural Resources, Inc., Account #: [_____], which transfer, together with the simultaneous crediting of the Convertible Bonds in Earnest Money Deposit towards the proportion that they have subscribed total price payable for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/th▇ ▇▇▇▇▇▇’▇ order issued and the Harvest Payables as agreed by a licensed bank the Parties, shall amount to full payment of such total price. The Parties acknowledge and agree, for the avoidance of doubt, that the Purchaser shall be entitled to all interest and other income due and payable on the funds held in Hong Kong for such face value the Escrow Account whether or not the sale and made payable purchase of the Share and the Harvest Payables is completed as contemplated by this Agreement. Each of the Parties hereby irrevocably instructs its respective legal counsel to execute the irrevocable escrow release instruction upon receipt of verbal confirmation as referred to in this clause 5.3.
5.4 If the Vendor fails, is unable or declines to perform its material obligations required to be performed by it pursuant to clauses 5.2 and 5.3 by the last date on which Completion is required to occur, the Purchaser shall not be obliged to complete the sale and purchase of the Share and the Harvest Payables and may, in its absolute discretion, by written notice to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transactedVendor:
(a) terminate this Agreement (other than clauses 1, 2.3, 2.4 and 11 to 22 (apart from clauses 13 and 18)), in which case neither Party shall have any claim of any nature whatsoever against the Company shall execute the Third Tranche Instrument other Party under this Agreement (save in respect of any rights and deliver a certified copy liabilities of the Third Tranche Instrument Parties which have accrued prior to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferredtermination); or
(b) proceed elect to Completion so far as practicablecomplete this Agreement on that date, to the extent that the Vendor is ready, able and willing to do so, and specify a later date on which the Vendor shall be obliged to complete its outstanding obligations; or
(c) rescind elect to defer the completion of this Agreement, without prejudiceAgreement by not more than twenty (20) Business Days to such other date as it may specify in such notice, in each casewhich event the provisions of this clause 5.4 shall apply, mutatis mutandis, if the Vendor fails or is unable to that party's rights perform any such obligations on such other date.
5.5 If, due to any reason other than as contemplated by clause 5.4 or clause 10.1(a), (whether b) or (c), the Purchaser fails, is unable or declines to perform its material obligations required to be performed by it pursuant to clause 5.2 by the last date on which Completion is required to occur, the Vendor shall not be obliged to complete the sale and purchase of the Share and the Harvest Payables and may, in its absolute discretion, by written notice to the Purchaser terminate this Agreement (other than clauses 1, 2.3, 2.4 and 11 to 22 (apart from clauses 13 and 18)), in which case the Vendor shall be entitled to receive payment of the sum of USD 5,500,000 from the Escrow Amount as liquidated damages promptly upon such termination. Subject to the preceding sentence, in the event this Agreement is terminated pursuant to this clause 5.5, neither Party shall have any claim of any nature whatsoever against the other Party under this Agreement generally or under this Clause) (save in respect of any rights and liabilities of the Parties which have accrued prior to termination). The Parties acknowledge and agree that the liquidated damages payable to the extent that Vendor pursuant to this clause 5.5 represent a genuine pre-estimate of the other party shall not have complied loss which would be suffered by the Vendor, including opportunity costs, arising out of the failure by the Purchaser to proceed with its obligations thereunderCompletion.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of 6.1 Unless otherwise agreed by the conditions set out in Clause 3.1Purchaser and the Vendor, Completion for the First Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) the offices of CMS ▇▇▇▇▇ Star Busmann N.V., Mondriaantoren, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ Amsterdam, the Netherlands in the presence of the Notary.
6.2 At Completion, the Vendor and the Purchaser shall, and shall cause the relevant Group Companies to, do all such acts and execute all such documents as shall in the reasonable opinion of the Vendor or the Purchaser be necessary to fully effect the transactions contemplated in this Agreement, including (in the following businesses shall be transacted:order):
(a) the Company Notary shall deliver confirm to each of the Subscribers a certified copy of parties that he has received the board resolution of the Company approving Consideration and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds that it is available to be delivered to each of the Subscribershim;
(b) the Company Vendor and the Purchaser shall execute confirm that the First Tranche Instrument conditions precedent set out in Clause 4.1 have been either fulfilled or waived in accordance with the provisions of Clause 4.4 and parties will deliver a certified copy of the duly executed First Tranche Instrument to each other copies of the Subscribers together with a duly all such documents executed Certificate pursuant to Clause 4 in fulfillment of the First Tranche; andthose conditions precedent that have not been waived;
(c) the Subscribers Vendor shall effect payment deliver to the Purchaser:
(i) the shareholders’ register of the Company in which the transfer of an amount equal the Shares is to be recorded;
(ii) a certificate in the Agreed Form to the face value effect that the Vendor Warranties continue to be true and accurate in all material respects and not misleading in any material respect as per Completion except to the extent of the First Tranche of the Convertible Bonds those matters that are disclosed in the proportion Disclosure Letter or any additional disclosures made in the Supplementary Disclosure Letter and that they have subscribed for as set out in Schedule 3the Vendor has complied with its respective obligations under this Agreement;
(iii) the Supplementary Disclosure Letter, such payment to be made by way if any;
(iv) the written resignation of a cheque drawn on a licensed bank in Hong Kong/Messrs. ▇.▇. ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party A.S. Raaphorst, as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4per Completion, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when managing director and employee from all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument Group Companies and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion their written confirmation that they have subscribed for as set out in Schedule 3, such payment to be made by way no claims from any cause of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment action against any of the conditions set out in Clause 3.7, Completion Group Companies for the period up to an including the date of their resignation;
(v) the written resolutions of the Third Tranche shall take place at the principal place general meeting of business shareholders of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds respective Group Companies in the proportion that they have subscribed for as set out Agreed Form in Schedule 3, such payment which it is resolved to be made by way accept the resignations of a cheque drawn on a licensed bank in Hong Kong/Messrs. ▇.▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Acquisition Agreement (Armstrong World Industries Inc)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business offices of the Company or such other place as Buyers’ Solicitors immediately following the parties hereto signing of this Agreement.
4.2 The Seller shall determine on deliver to the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transactedBuyers:
(a) the Company shall deliver to each of the Subscribers a certified copy of the board resolution resolutions of the Company approving and directors of the Seller authorising the execution and completion entering into of this Agreement, the Instruments Agreement and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribersany other transactions contemplated by it;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of a legal opinion from counsel in the duly executed First Tranche Instrument United States of America in the Agreed Form (as to capacity and registration);
(c) completed and signed transfers of the Shares, in favour of the Buyers or as they direct in respect of the Shares being purchased by each of them as set out in the Subscribers Schedule (Number of Shares being purchased by each Buyer ), together with the relevant share certificates;
(d) written confirmation from the Seller that there are no outstanding guarantees given by a duly executed Certificate member of the First TrancheGroup in favour of the Seller or its Associates and that neither the Seller nor any of its Associates will be indebted to a member of the Group, save in relation to matters related to the UK Legal Proceedings, and/or the US Legal Proceedings if applicable;
(e) pre-registration powers of attorney in the Agreed Form executed by the Seller in favour of the Buyers;
(f) the Escrow Agreement in the Agreed Form, executed by the Seller; and
(cg) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds Security Agreement in the proportion that they have subscribed for as set out in Schedule 3Agreed Form, such payment to be made executed by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingSeller.
4.3 Upon compliance with or fulfillment completion of the conditions set out matters referred to in Clause 3.74.2, the Buyers shall pay by means of electronic funds transfer into the Seller’s Solicitors account and/or the Seller’s US Attorney’s account the aggregate amount of £308,000 or its US dollar equivalent, being the Purchase Price. A payment or series of payments made in accordance with this Clause 4 (Completion ) shall constitute a complete discharge of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective Buyers’ obligations under Clause 4.1 3.1. Upon receipt of the Purchase Price (or 4.2 or 4.3 (as any part of it) by the case may be).
4.5 If the Company on the one hand Seller’s Solicitors or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for CompletionSeller’s US Attorney, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so Seller shall procure that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) Purchase Price is transferred to the extent that the other party shall not have complied with its obligations thereunderEscrow Account.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 6.1 Completion for the First Tranche shall take place at the principal place of business offices of the Company Buyer's Solicitors (or such any other place location agreed upon by the Seller and the Buyer) as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) soon as practicable following satisfaction or waiver pursuant to clause 4 of each of the Conditions and in any event within two Business Days of the satisfaction or waiver of the last remaining Condition.
6.2 At Completion, the Seller shall deliver or cause to be delivered to the Buyer the items listed in Part 2 of Schedule 2 (the Buyer receiving them, where appropriate, as agent for the Company).
6.3 Immediately following businesses shall be transactedsatisfaction of the Seller's obligations pursuant to clause 6.2, the Buyer shall:
(a) procure the Company shall deliver delivery to each the Seller's Solicitors for the account of the Subscribers a certified copy Seller of an electronic transfer in favour of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates Seller's Solicitors for the Convertible Bonds to be delivered to each amount of £20,000,000 (being the Subscribers;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second TrancheCash Consideration); and
(b) procure the Subscribers shall effect payment delivery to the Company Seller of an amount equal the counterpart of the Tax Deed executed by the Buyer;
(c) in relation to the face value Consideration Shares:
(i) issue and allot such shares to the Seller fully paid;
(ii) cause the name of the Second Tranche Seller to be entered into the register of members of the Convertible Bonds in Buyer as the proportion that they have subscribed registered holder of such shares; and
(iii) instruct its registrars to deliver to the Seller’s Solicitors as soon as possible certificates for as set out in Schedule 3, such payment shares;
(d) procure the delivery to be made the Seller of the counterpart of the Telemarketing Agreement duly signed by way the Buyer; and
(e) procure the delivery to the Seller of the counterpart of the Facilities Transition Services Agreement duly signed by the Buyer;
(f) procure the delivery to the Seller of the counterpart of the International Calls Termination Agreement duly signed by the Buyer;
(g) provide to the Seller a copy of the Buyer’s application to AIM for Admission of the Consideration Shares;
(h) procure the delivery to the Seller of a cheque drawn on copy of the minutes of a licensed bank in Hong Kong/meeting of the directors of the Buyer issuing and allotting (subject only to Admission) the Consideration Shares to the Seller;
(i) procure the delivery to the Seller of the counterpart of the Trade M▇▇▇▇▇▇’▇ order issued and Domain Name Assignment duly signed by a licensed bank in Hong Kong for such face value and made payable the Buyer; and
(j) procure the delivery to the Company or such party as Seller of the Company may direct in writingcounterpart of the Systems Transition Agreement duly signed by the Buyer.
4.3 Upon compliance with or fulfillment 6.4 The Seller hereby confirms that the Seller's Solicitors are irrevocably authorised by the Seller to receive payment of the conditions set out Consideration (including delivery of share certificates in Clause 3.7, Completion relation to the Consideration Shares) on the Seller's behalf and the receipt of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses Seller's Solicitors shall be transacteda sufficient discharge for the Buyer of its obligations under clause 3 and the Buyer shall not be concerned to see to the application thereof or be responsible for the loss or misapplication of such sum.
6.5 The Buyer undertakes with the Seller:
(a) on the Company shall execute first Business Day following Completion, to deliver to the Third Tranche Instrument and deliver London Stock Exchange a certified copy duly signed application for admission to AIM of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second TrancheConsideration Shares; and
(b) the Subscribers shall effect payment after Completion to the Company of an amount equal use its reasonable endeavours to the face value obtain Admission of the Second Tranche Consideration Shares as soon as practicable, but in no event following the date falling seven Business Days after Completion. If Admission of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) Consideration Shares has not occurred on or before the date fixed for falling seven Business Days after Completion, the party not Buyer shall be required to satisfy in default may:
(a) defer Completion to a date not more than 10 Business Days after cash that part of the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) Consideration attributable to the extent that Consideration Shares (being £4,000,000), such cash to be payable by electronic transfer to the other party Seller's Solicitors for the account of the Seller on or before the ninth Business Day after Completion. In the event of any such cash payment being made in accordance with this clause, the Seller shall not have complied with its obligations thereunderirrevocably cease to be entitled to the Consideration Shares.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment 5.1 The sale and purchase of the Sale Shares shall be completed on or before the expiry of thirty (30) days from the date the last of the approvals or conditions set out stated in Clause 3.1, 4 have been obtained or fulfilled ("Completion for Date") in the First Tranche manner hereinafter set forth:-
5.1.1 the Vendors shall take place at deliver or procure the principal place of business delivery to NHancement of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transacted:following:-
(a) the Company shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion Board of this Agreement, the Instruments and the issue Directors of the Convertible Bonds and Company (duly certified by a Director or the Certificates for Company Secretary of the Convertible Bonds Company) approving the transfer of the Sale Shares from the Vendors to NHancement or its nominee(s) together with signed copies of the waiver(s) of pre-emption rights of any person whomsoever to the Sale Shares or any part thereof if such waiver(s) are required under the Articles of Association of the Company to enable NHancement or its nominee(s) to be delivered to each registered as the transferee(s) of the SubscribersSale Shares;
(b) the Company shall execute relevant share certificates relating to the First Tranche Instrument Sale Shares and deliver a certified copy of the duly executed First Tranche Instrument to each valid and registrable transfers in respect thereof in favour of the Subscribers together with a duly executed Certificate of the First Tranche; andNHancement or its nominee(s);
(c) a copy of the Subscribers shall resolutions of the Board of Directors of the Company (duly certified by a Director or the Secretary of the Company) approving the appointment of four (4) nominees of NHancement as directors of the Company;
(d) letters of resignation of all directors of the Company other than the directors nominated by NHancement to take effect payment immediately and without any compensation for loss of office;
(e) letters of resignation of the Auditors and the Company Secretary; 8 7
(f) the common seal and all assets and documents belonging to the Company;
(g) employment agreements between the persons whose names appear below and the Company of an amount equal in a form acceptable to NHancement whereby the face value of said persons agree to be employed by the First Tranche of the Convertible Bonds Company in the proportion that they have subscribed designation which appears against their respective names for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/not less than two (2) years after the Completion Date :- Name Designation ---- ----------- Goh ▇▇▇ ▇▇▇▇▇ Managing Director Ng K▇▇ ▇▇▇ Technical Manager Man ▇▇▇▇ ▇▇▇▇ Technical Manager Ahil▇▇ ▇▇▇▇▇▇’▇▇▇ order issued Divisional Manager, Sales; s/o S. O. Thevar
(h) a market stand-off agreement signed by each Vendor substantially in a licensed bank in Hong Kong for such face value form acceptable to NHancement;
(i) a Closing Certificate signed by each Vendor whereby the Vendors confirm that the representations, warranties and made payable to covenants provided by them under this Agreement remain true and accurate as at the Completion Date;
(j) a Closing Certificate signed by the managing Director of the Company or such party as confirming that the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions representations and warranties set out in Clause 3.4Clauses 6.2.2 to 6.1.28 hereof remain true and accurate, Completion of and the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as undertakings set out in Schedule 3, such payment Clauses 7.1.1 to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing7.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Agreement for the Sale of Shares (Nhancement Technologies Inc)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place offices of business the Buyer's Solicitors on the Completion Date upon the execution hereof.
4.2 At Completion the Seller shall deliver or procure to be delivered to the Buyer those items set out in Schedule 2.
4.3 The Seller shall procure that the directors of the Company or such other place shall convene and at Completion hold a meeting of the board of directors of the Company at which the directors shall:
(a) vote in favour of the registration of the Buyer and its nominee(s) as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part onlymember(s) of the following businesses Company in respect of the Shares (subject to the production of duly stamped transfers);
(b) revoke all existing mandates for the operation of bank accounts and issue new mandates giving authority to persons nominated by the Buyer;
(c) change the registered office of the Company to such place as is nominated by the Buyer;
(d) appoint such persons as the Buyer may nominate as directors, secretary and auditors of the Company with immediate effect and approve the resignations of such persons as directors, secretary and auditors as may be required by the Buyer;
(e) approve and authorise the execution by the Company of the Tax Deed; and
(f) approve and authorise the execution by the Company of the Trade ▇▇▇▇ Licence.
4.4 The Seller shall be transactedprocure at Completion:
(a) the Company shall deliver to each waiver and release of the Subscribers a certified copy of the board resolution of all debts owed by the Company approving (whether then due for payment or not) to the Seller and authorising the execution and completion of this AgreementBrightpoint, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersInc. or its Affiliates;
(b) the discharge of all monies owing to the Company shall execute (whether then due for payment or not) by the First Tranche Instrument and deliver a certified copy Seller or any director of the duly executed First Tranche Instrument to each Company or by any of the Subscribers together with a duly executed Certificate of the First Tranchethem or any Connected Person; and
(c) the Subscribers shall effect payment release of any and all guarantees or indemnities or security given by the Company for or on behalf of the Seller or for or on behalf of any director of the Company or for or on behalf of any of them or any Connected Person.
4.5 The Seller shall:
(a) assign and/or deliver to the Company any asset whatever (including bank balances, agencies or appointments) in its name or in the name of an amount equal a company or companies controlled by it which is required to carry on the Business of the Company as it was carried on immediately prior to Completion; and
(b) irrevocably waive any claims against the Company, its agents, or employees which it may have outstanding at Completion but, for the avoidance of doubt, this shall be without prejudice to any claim the Seller may have against the Buyer pursuant to this Agreement or other agreements entered into pursuant to this Agreement.
4.6 At Completion the Buyer shall deliver to the face value of Seller:
(a) the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made Consideration by way of wire transfer to a cheque drawn on a licensed bank account nominated by the Seller;
(b) the Tax Deed duly executed by the Buyer;
(c) certified copies of or extracts from the board minutes of the Buyer approving the entry into and execution, delivery and performance of the obligations contained in Hong Kong/this Agreement and other agreements contemplated hereby;
(d) the Lease Guarantee, Rent Deposit and Indemnity Agreement duly executed by the Buyer and ▇▇▇▇▇ ▇▇▇▇▇▇’▇ order issued by ; and
(e) a licensed bank release, in Hong Kong for such face value and made payable a form reasonably satisfactory to the Company or such party as Seller, of the Company may direct in writingNokia Guarantee.
4.2 Upon compliance with or fulfillment 4.7 At Completion, each of the conditions set out parties thereto shall enter into the Tax Deed.
4.8 Prior to registration of stock transfer forms in Clause 3.4, Completion respect of the Second Tranche shall take place at Shares in the principal place register of business shareholders of the Company or and after Completion, the Seller shall co-operate in any manner reasonably required by the Buyer for the convening, holding at short notice and conduct of general meetings of the Company, shall execute on a timely basis all proxy forms, appointments of representatives, documents of consent to short notice and such other place like that the Buyer may reasonably require, and shall generally act in all respects as the parties hereto nominee and at the direction of the Buyer in respect of the Shares sold by them and all rights and interests attaching thereto and shall determine issue letters of direction to the registered holders of any of the Shares who hold such shares as their nominee requiring them to act on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) reasonable instructions of the following businesses Buyer for the aforesaid purposes, but the Seller shall not be transactedrequired to incur any expenditure in performing its obligations under this clause 4.8.
4.9 On and with effect from Completion, the Seller shall:
(a) and hereby appoints the Buyer to be its attorney to exercise all rights attaching to the Shares or exercisable by the Seller in its capacity as a member of the Company. The powers exercisable by the Buyer will include the power to execute, deliver and do all deeds, instruments and acts in the Seller's name and on the Seller's behalf in pursuance of the foregoing;
(b) not exercise any rights attaching to the Shares or exercisable by the Seller in its capacity as a member of the Company shall execute or appoint any other person to exercise such rights, other than at the Second Tranche Instrument and deliver a certified copy written request of the Second Tranche Instrument Buyer;
(c) receive and hold in trust for the Buyer any dividends, securities or notices, documents or other communications which may be received by the Seller from the Company or any third party in respect of the Shares or in the Seller's capacity as a member of the Company. Without prejudice to the Subscribers together with generality of the obligations imposed by the foregoing, the Seller undertakes and agrees to promptly procure the forwarding to the Buyer of all such benefits, notices, documents and communications and to account to the Buyer for all benefits arising from the Shares registered in the Seller's name and/or from the Seller's capacity as a duly executed Certificate for member of the Second TrancheCompany; and
(bd) on the Subscribers shall effect payment to the Company of an amount equal to the face value written request of the Second Tranche Buyer, ratify all lawful deeds, instruments and acts exercised by the Buyer in pursuance of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranchethis power; and
(be) acknowledge that in acting under the Subscribers shall power or powers set out in this Power of Attorney the Buyer may act by its secretary or any director or person acting pursuant to authority conferred by the Buyer's board of directors or any director. The power or powers and undertakings set out in this clause 4.9 will cease to have effect payment when the Seller ceases to be a member of the Company, but without prejudice to any power exercised prior to that date.
4.10 The Buyer shall, within five Business Days of Completion, give to the Company of an amount equal to the face value such notice as is required by section 53 of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3Companies Act, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing1990.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Shares (Brightpoint Inc)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 5.1 Completion for the First Tranche shall take place at or before 1:00 p.m. on the principal place of business Completion Date at the office of the Company Purchaser’s Solicitors or at such other place and time as shall be mutually agreed between the parties hereto shall determine on Parties in writing (time in either case being of the First Tranche Completion Date at 4.00 p.m. when essence) subject to the satisfaction of all (but not part some only) of Conditions Precedents.
5.2 At Completion (or such other date as hereinafter specified), the following businesses Vendor shall deliver or cause to be transacted:delivered to the Purchaser: -
(a) the Company shall deliver to each duly executed instrument of transfer and sold notes in respect of the Subscribers a certified copy Sale Shares in favour of the board resolution of Purchaser (or its nominee(s)) together with the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates share certificate(s) for the Convertible Bonds to be delivered to each of the SubscribersSale Shares;
(b) all powers of attorney or other authorities under which the Company shall execute the First Tranche Instrument instrument of transfer and deliver a certified copy sold notes in respect of the duly Sale Shares, the Deed of Assignment (if any) and the Deed of Indemnity have been executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and(if any);
(c) the Subscribers shall effect payment to resignation letters duly signed by (unless the Parties otherwise agree in writing) all existing director, secretary, designated representative, responsible officer and auditors of the Company of an amount equal to the face value resigning from their respective offices of the First Tranche of the Convertible Bonds in the proportion Company confirming that they have subscribed no right or claim of whatsoever nature against the Company for as loss of office, redundancy, unfair dismissal or breach of contract or on any other ground whatsoever and unconditionally and irrevocably waives whatever sums due to them from the Company, in such form set out in Schedule 34;
(d) the duly completed and signed prescribed forms for the notification of the resignation of directors and secretary to the Companies Registry (Form ND4);
(e) (if there is Sale Debt upon Completion) the Deed of Assignment duly executed by the Vendor and the Company (in duplicate);
(f) the Deed of Indemnity duly executed by the Vendor and the Company (in duplicate);
(g) the written resolutions of the sole director of the Company approving the followings: -
(A) the transfer of the Sale Shares and the issue of share certificate to the Purchaser (or its nominee(s)) and the entry of the name of the Purchaser (or its nominee(s)) in the register of members of the Company;
(B) the resignation of all the directors, secretary, designated representative, responsible officer and auditors of the Company as mentioned in Clause 5.2(c) and the appointment of such person(s) as the Purchaser may nominate as director(s), secretary, designated representative and responsible officer of the Company;
(C) the entering into and authorization of the execution by such person(s) on behalf of the Company of the Deed of Assignment (if any) and Deed of Indemnity;
(D) change the situation of the registered office of the Company to such place(s) as the Purchaser may nominate;
(E) amendment of all authorities and mandates for the operation of the Bank Accounts in such manner as the Purchaser shall have requested;
(F) any other matters as reasonably required by the Purchaser;
(h) the Audited Accounts and all other audited accounts of the Company;
(i) the Completion Accounts certified by the sole director of the Company;
(j) the completed and signed Form IRSD 102 (Schedule of Landed Properties);
(k) the certificate of incumbency of the Vendor issued by its registered agent dated not more than seven (7) Business Days prior to the Completion Date;
(l) the certificate of good standing of the Vendor issued by the Registrar of Companies of BVI dated not more than seven (7) Business Days prior to the Completion Date;
(m) the legal opinion relating to the Vendor, its establishment and existence in its place of incorporation, its execution of this Agreement and such other matters as the Purchaser may reasonably require from a qualified lawyer in BVI acceptable to the Purchaser and at the sole costs and expenses of the Vendor and such legal opinion shall be in such form and substance acceptable to the Purchaser;
(n) all the statutory books (which shall be duly made up to date but excluding the Completion Date) and other books and records, finanical statements, certificate of incorporation, business registration certificates, the share certificate book containing all unused share certificates, common seal and authorised signatory chops and any other papers, correspondences, records and documents of the Company (including in the case of any of the aforementioned which are kept or maintained in computer or otherwise electronically, such payment printouts, disks, tapes and other copies as the Purchaser may reasonably require);
(o) all documents (whether in paper or electronic form) related to be made the Company, as requested by way of a cheque drawn on a licensed bank the Purchaser's Solicitors and agreed upon by the Vendor during the due diligence investigation;
(p) all documents pertaining to the Insurance Intermediary License;
(q) [evidence showing that the Tenancy Agreement has been terminated and that all deposits paid in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable connection therewith have been returned to the Company without any disputes];
(r) all items and documents in relation to the Bank Accounts including but not limited to bank passbook (if any), bank statements, cheque book and security code/device giving access to e-banking account (if any), etc; and
(s) such other documents as may be required to give to the Purchaser good title to the Sale Shares and/or the Sale Debt (if any) and/or to enable the Purchaser or such party as its nominee(s) to become the Company may direct in writingregistered holder of the Sale Shares and the legal and beneficial owner of the Sale Debt (if any).
4.2 Upon 5.3 At Completion, against compliance with or fulfillment the provisions of Clause 5.2, the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:Purchaser shall: -
(a) cause to be issued the Company shall execute Consideration Shares in favour of the Second Tranche Instrument Vendor (or its nominee(s)) and deliver the followings to the Vendor: -
(i) an irrevocable letter of undertaking from a certified copy director of TRX CAY to deliver to the Vendor within 30 Business Days from the Completion Date the evidence in respect of the Second Tranche Instrument to issuance and allotment of the Subscribers together with a Consideration Shares duly executed Certificate by TRX CAY’s director for purposes of issuing and allotting the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value Consideration Shares in favour of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company Vendor (or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may beits nominee(s).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.;
Appears in 1 contract
Sources: Agreement for Sale and Purchase (Tian Ruixiang Holdings LTD)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place offices of business of Boekel De Nerée N.V. in Amsterdam, Gustav Mahlerplein 2, 1028 MA, at 18 July 2007.
4.2 On Completion the Company or such other place as the parties hereto Parties shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of ensure that the following businesses shall be transacted:takes place:-
(a) the Company Seller NL shall deliver to each of the Subscribers a certified copy of Purchaser the board resolution of the Company approving its general meeting of shareholders and of its Supervisory Board, authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersCompletion;
(b) Seller UK shall deliver to the Company shall execute Purchaser the First Tranche Instrument and deliver a certified copy resolution of the duly executed First Tranche Instrument to each its board of the Subscribers together with a duly executed Certificate of the First Tranche; anddirectors authorising Completion;
(c) the Subscribers Purchaser and the Sellers shall effect payment to enter into the Company SES Escrow Agreement;
(d) Seller NL shall resign as Managing Director (“bestuurder”) of an amount equal to SES and the face value Supervisory Director (“commissaris”) of SES shall resign and shall be replaced by a Supervisory Board appointed by the Purchaser;
(e) Seller NL and the Purchaser shall ensure the execution of the First Tranche of share transfer deed before the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3Civil-Law notary, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/Alexander ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable or his substitute of Boekel De Nerée N.V. transferring the SES Shares to the Company or such party as Purchaser;
(f) Seller UK shall deliver to the Company may direct in writing.
4.3 Upon compliance with or fulfillment Purchaser an executed transfer of the conditions set out Sun HML Shares in Clause 3.7, Completion favour of the Third Tranche shall take place at Purchaser together with the principal place share certificate for the shares in Sun HML (or in the case of business of any lost certificate an indemnity reasonably satisfactory to the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:Purchaser in relation thereto);
(ag) the Company Seller UK shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with Purchaser a duly executed Certificate for the Second Trancheletter of resignation from ▇▇▇▇ ▇▇▇▇▇ as director of Sun HML; and
(bh) the Subscribers Seller UK shall effect payment deliver to the Company Purchaser a letter of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/resignation from ▇▇▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct secretary of Sun HML.
4.3 The consideration as referred to in writingClause 2.2 shall be paid to Seller NL and Seller UK, for which payment Seller NL and Seller UK will provide a discharge.
4.4 No party The Sellers shall be obliged make the payments pursuant to complete Clause 2.5 into the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be)SES Escrow.
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 Within 10 (as the case may beten) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (Completion Date, the Purchaser shall provide the Sellers with all necessary information to complete the Closing Financial Statement.
4.6 The Sellers and so the Purchaser agree that following the distribution of dividend by SES as set out in Clause 3.7(b) any and all intra-group obligations of whatever nature due or owed by any of the Sellers or by any of their Affiliated Parties have been satisfied in full, with the exception of the Transition Services Agreement, possible obligations arising out of the Asset Transfer Agreement Sun HML dated [ ] and the adjustment and set off set out in Clauses 2.6 and 3.5.
4.7 In the event that, at any time after Completion, funds are paid to any of the Sellers that INITIALS OF SIGNATORIES were due to SES and/or Sun HML, or vice versa, the receiving Party shall immediately transmit such funds to the Party to which such funds were due.
4.8 In the event that either Party fails to perform in accordance with the provisions of this set out in Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement4.2, without prejudicethe non-defaulting Party may, in each caseat its election, to that party's rights (whether under terminate this Agreement generally or under defer Completion for 14 days in view of granting the defaulting Party a term to remedy its default. If the defaulting party has not remedied its default within said period, the non defaulting party may waive its right or may terminate the Agreement without prejudice to any of its other rights and claims (including, even if this Clause) Agreement is terminated, any right to payment of damages). In the extent event, however, that the other party Completion should be deferred to a date beyond 15 August 2007, this Agreement shall not have complied with its obligations thereunderbe terminated by operation of law regardless of remedy still being possible.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine Company’s offices on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of Date.
4.2 On Completion the following businesses Vendor shall be transacted:deliver to or, if the Purchaser shall so agree, make available to the Purchaser:-
(a) transfers in the Company shall deliver agreed form relating to each all the Shares and the Venture Loans duly executed in favour of the Subscribers Purchaser before a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersNotary Public;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy original of the duly transfer deed executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/31 December 1998 before Spanish Notary Public ▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value ▇▇▇▇▇▇ pursuant to which the Vendor acquired the Shares together with the original of transfer deed executed on 25 February 1999 pursuant to which the Vendor acquired the Venture Loans and made payable to any reports or documents lodged with any relevant Spanish foreign investment authority concerning the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:Venture Loans;
(ac) resignations in the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a agreed terms duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company as deeds of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/Mr ▇▇▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇ ▇▇▇▇▇▇ ▇’▇▇▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company from their offices as director or such party as secretary of the Company may direct in writing.containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against the Company for compensation for loss of office or unpaid emoluments;
4.4 No party shall be obliged to complete (d) the subscription Company’s Memorandum and articles of association, Register of Minutes of meetings of shareholders and directors, Register of agreements with sole shareholder, Shareholders Register, Companies House Certificate and cheque books of the Company;
(e) the documents evidencing the Venture Loans, including any cancelled Loans, the Investigation Permits and all Material Agreements;
(f) the Technical Data and the contents of the Data Room;
(g) the Disclosure Letter duly signed for and the issue of each on behalf of the First Tranche, Vendor; and
4.3 At or prior to Completion (and prior to the Second Tranche and taking effect of the Third Tranche or perform any obligations hereunder unless all resignations of the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as directors referred to in clause 4.2(c) above) the case may be).
4.5 If Vendor shall procure the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any passing of their respective obligations under Clause 4.1 or 4.2 or 4.3 board and/or shareholder resolutions (as the case may be) on or before in the date fixed for Completion, agreed terms of the party not in default may:Company approving the sale of the Shares and the Venture Loans:-
(a) defer Completion to a date not more than 10 Business Days after sanctioning for registration of the said date (and so that transfers in respect of the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.Shares;
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Shares and Venture Loans (Royal Gold Inc)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at on the principal place date of business of the Company this Agreement (or such other place date as the parties hereto may agree in writing).
4.2 At Completion, the Vendor A shall determine on deliver or cause to be delivered to the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transactedPurchaser:
(a) the Company shall deliver to each instrument(s) of transfer in respect of the Subscribers a certified copy transfer of the board resolution Vendor A Sale Shares duly executed by the Vendor A in favour of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersPurchaser;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy original share certificate(s) in respect of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First TrancheVendor A Sale Shares; and
(c) an application letter duly signed by the Subscribers Vendor A applying for the Vendor A Consideration Shares. At Completion, the Vendor B shall effect payment deliver or cause to be delivered to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transactedPurchaser:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy instrument(s) of transfer in respect of the Second Tranche Instrument to transfer of the Subscribers together with a Vendor B Sale Shares duly executed Certificate for by the Second TrancheVendor B in favour of the Purchaser;
(b) original share certificate(s) in respect of the Vendor B Sale Shares; and
(bc) an application letter duly signed by the Subscribers shall effect payment to Vendor B applying for the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingVendor B Consideration Shares.
4.3 Upon compliance with or fulfillment The Vendors shall procure a meeting of the conditions set out in Clause 3.7, Completion board of the Third Tranche shall take place at the principal place of business directors of the Company or to be held at which resolutions shall be passed for the approval for the transfer of the Sale Shares to the Purchaser and/or its nominee(s) and the registration of such other place as transfer, subject to the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part onlyrelevant instrument(s) of transfer being produced for registration.
4.4 At Completion, the following businesses shall be transactedPurchaser shall:
(a) produce instrument(s) of transfer in respect of the Company shall execute Sale Shares duly executed by the Third Tranche Instrument and Purchaser;
(b) deliver a certified copy of the Third Tranche Instrument minutes of the board of directors of the Purchaser certified by a director of the Purchaser approving the allotment and issue of the Consideration Shares to the Subscribers together with a duly executed Certificate for Vendors as fully paid and the Second Trancheregistration of the respective names of each of the Vendors in the register of members of the Purchaser as the relevant registered holder of the Consideration Shares;
(c) deliver to the Vendor A share certificate(s) in respect of the Vendor A Consideration Shares;
(d) deliver to the Vendor B share certificate(s) in respect of the Vendor B Consideration Shares; and
(be) the Subscribers shall effect payment deliver to the Company Vendors the updated register of an amount equal to the face value members of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be)Purchaser.
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for At Completion, the party not Vendors and the Purchaser shall enter into a shareholders’ agreement in default may:
(a) defer Completion such form to a date not more than 10 Business Days after be agreed by the said date (Vendors and so that the provisions Purchaser, which shall be terminated upon listing of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with Purchaser and/or its obligations thereunderholding company.
Appears in 1 contract
Sources: Agreement for Sale and Purchase of Shares (CBL International LTD)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 3.1 Completion for the First Tranche shall take place at the principal place of business offices of the Company Buyer’s Solicitors (or at such other place as the parties hereto may agree) immediately after the execution of this agreement.
3.2 On Completion the Seller shall determine on deliver to or, if the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of Buyer shall so agree, make available to the following businesses shall be transactedBuyer:
(a) transfers in common form relating to all the Company shall deliver to each Shares duly executed in favour of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the SubscribersBuyer (or as it may direct);
(b) a share certificate relating to the Shares (or an indemnity in respect of a lost share certificate in a form reasonably acceptable to the Buyer);
(c) resignations in the agreed terms duly executed as deeds of J▇▇▇▇▇▇ ▇▇▇▇▇▇▇, D▇▇▇▇▇ ▇▇▇▇▇, D▇▇▇▇▇ ▇’▇▇▇▇▇, J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Lass from their offices as director or secretary of and their employment with any Group Company shall execute containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against any Group Company;
(d) the First Tranche Instrument common seals, certificates of incorporation and deliver statutory books, share certificate books and cheque books of each Group Company;
(e) the Tax Deed duly executed by the Seller;
(f) all leases, title deeds and other documents relating to the Properties (except to the extent that the same are in the possession of mortgagees pursuant to mortgages disclosed in schedule 5);
(g) to the extent not in the possession of any Group Company, all books of account concerning the businesses of any Group Company;
(h) an acknowledgement in the agreed terms from the Seller to the effect that following the repayments made in accordance with clause 3.4 and/or clause 3.5 as the case may be, there is no Intra-Group Indebtedness owing at Completion;
(i) the Disclosure Letter and the Transitional Services Agreement, both duly executed by the Seller;
(j) share certificates relating to all of the issued shares in the capital of the Subsidiaries (or an indemnity in respect of a certified lost share certificate in a form reasonably acceptable to the Buyer);
(k) a copy of a resolution of the duly executed First Tranche Instrument to board of directors of the Seller authorising the execution of and the performance of its obligations under this agreement and each of the Subscribers together with a duly other documents to be executed Certificate by it;
(l) an irrevocable power of attorney in the agreed terms executed by the holder of the First TrancheShares in favour of the Buyer, appointing the Buyer to be its lawful attorney in respect of the Shares;
(m) a deed of release executed by W▇▇▇▇ Fargo Foothill Inc. as facility agent and security agent for GSO Luxembourg Onshore Funding SARL in relation to the Third Party Debt;
(n) the resignation of the auditors of each Group Company under section 394 of the Companies Act that none of the circumstances mentioned in that section exist and that there are no fees or other payments due to them from the relevant Group Company;
(o) service contacts in the agreed form executed by K▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and A▇▇▇▇▇ ▇▇▇▇;
(p) compromise agreements in the agreed form executed by K▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and A▇▇▇▇▇ ▇▇▇▇; and
(q) the Special Resolution.
3.3 At or prior to Completion, the Seller shall procure the passing of board resolutions of each Group Company:
(a) sanctioning for registration (subject where necessary to due stamping) the transfers in respect of the Shares;
(b) appointing P▇▇▇▇ ▇▇▇▇▇▇▇▇, J▇▇▇ ▇▇▇▇▇, P▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and B▇▇ ▇▇▇▇▇▇▇ as directors and J▇▇▇ ▇▇▇▇▇ as secretary of each Group Company;
(c) revoking all mandates to bankers and giving authority in favour of the Subscribers directors appointed under clause 3.3(b) above or such other persons as the Buyer may nominate to operate the bank accounts thereof;
(d) resolving to repay a sum equal to that proportion of the Intra-Group Indebtedness owed by each relevant Group Company;
(e) authorising the delivery to the Buyer of share certificate in respect of the Shares;
(f) note the resignations referred to in clause 3.2(c) and 3.2(p) above;
(g) change the registered office to R▇▇▇▇▇▇ House, Elvicta Business Park, C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇; and
(h) pass the Shareholder Resolutions.
3.4 In the event that the Estimated Intra-Group Indebtedness is a positive figure, the Seller shall effect procure the payment of an amount equal to the Estimated Intra-Group Indebtedness by way of electronic transfer to the Buyer’s Solicitor’s Account at XXXXXXXX XXXXXXXXXXX Bank XXX XX XXX XXXXXX, XXXXXX XXX XXXXXX, PO BOX XXXXX, XXX XXXXXX, XXXXXX XXXX XXX, sort code XX-XX-XX, Account Number XXXXXXXX (the “Buyer’s Solicitor’s Account”) and the receipt of the Buyer’s Solicitors shall be a good discharge to the Seller.
3.5 Upon compliance by the Seller with all the provisions of clauses 3.2, 3.3 and 3.4 the Buyer shall (for the avoidance of doubt using finance procured by the Buyer in the case of sub-clauses (b) and (c) below):
(a) provide for the electronic transfer of the Completion Share Payment to the Seller’s Solicitor’s Account at XXXXXXX Bank XXX, XX XX XXXXXXXXXXX, XXXXXX, XXXX XXX, sort code XX-XX-XX, Account No. XXXXXXXX (the “Seller’s Solicitor’s Account”) and the receipt of the Seller’s Solicitors shall be a good discharge to the Buyer;
(b) in the event that the Estimated Intra-Group Indebtedness is a negative figure, procure the payment by the Company of an amount equal to the face value Estimated Intra-Group Indebtedness by way of electronic transfer to the Seller’s Solicitor’s Account and the receipt of the First Tranche Seller’s Solicitors shall be a good discharge to the Buyer;
(c) procure the payment by the Company of the Convertible Bonds Third Party Debt by way of electronic transfer to those persons and in the proportion that they have subscribed for such amounts as set out in Schedule 3, such payment to be made schedule 6 by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for electronic transfer to such face value and made payable accounts as shall be notified to the Company or such party as Buyer in advance;
(d) deliver to the Company may direct in writing.
4.2 Upon compliance with or fulfillment Seller a counterpart of the conditions set out in Clause 3.4Tax Deed and the Transitional Services Agreement, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a both duly executed Certificate for by the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writingBuyer.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Sources: Share Purchase Agreement (TRM Corp)
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, 5.1 Completion for the First Tranche shall take place at the principal place of business offices of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transactedBuyer's Solicitors:
(a) on a date to be mutually agreed by the Company Seller and the Buyer; and
(b) failing such agreement on the date of the Target Group's accounting period end date immediately following the date when the Works Councils Opinions (as defined in clause 4.5) have been expressed (or the parties have agreed (each acting reasonably) that all information reasonably necessary to allow the Works Councils to give the Works Councils Opinions has been provided and the Works Councils have been given all reasonable opportunity to give their opinions) and all of the Conditions shall have been fulfilled or waived (the "SATISFACTION DATE") (provided that there are at least three clear Business Days between the Satisfaction Date and the date of the Target Group's accounting period end date).
5.2 On Completion the Seller shall deliver to, or procure the delivery by the relevant Vendor, or, if the Buyer shall so agree, make available to the Buyer:-
(a) transfers in common form relating to all the Acquisition Shares duly executed by the registered holders thereof in favour of the Buyer (or as it may direct) and
(i) the written resolutions of the sole participants of the Czech Company authorising the transfer of 100% of the ownership interests therein to the Buyer duly executed before a Czech notary public;
(ii) the Ownership Interest Transfer Agreement, duly executed before a Czech notary public by or on behalf of the sole participants of the Czech Company; and
(iii) a deed duly executed by Draftex Industries Limited and Draftex Industries No. 1 Limited before a notary pursuant to which Draftex Industries Limited and Draftex Industries No. 1 Limited irrevocably transfer their entire shareholding in Draftex Beteiligungsgesellschaft mbH to a member of the Buyer's Group nominated by the Buyer and a unanimous resolution of the shareholders' meeting of Draftex Beteiligungsgesellschaft mbH authorising the transfer of the shares to the member of the Buyer's Group nominated by the Buyer; and in relation to the Acquisition Shares of the French Target Group, only:
(iv) original share transfer forms (ordres de mouvement) of the French Target Group Company dated as of the Completion Date and duly signed by the registered owners thereof in favour of the Buyer or as the latter may direct;
(v) share transfer registers and shareholders' accounts for each French Target Group Company (written up to but not including Completion), showing the Vendor as the owner of all of each French Target Group Company's shares and containing no indication of the existence of any Encumbrances over or in respect of any of the French Target Group Company's Shares;
(vi) records of proceedings of the board of directors of each of the Subscribers French Target Group Companies and the minutes of general meetings of each of the French Target Group Companies, together with the attendance registers for meetings of the board of directors and the attendance sheets for the general meetings of the shareholders of each such company as are in the possession of the French Target Group Companies;
(vii) resignations in agreed terms from each of the members of the board of the French Target Group Company retiring from office with effect from Completion and confirming that they have no claim against the French Target Group Company for compensation; and
(viii) resolutions of a general meeting of the shareholders of each French Target Group Company appointing such persons as the Buyer shall nominate as members of the board of the French Target Group Company and copies of certified as true and complete minutes of such general meetings by the chairman of the meeting; and
(ix) (if applicable) provide a certified copy of the board resolution minutes of the Company approving and authorising EGM held by Snappon SA to adopt new Articles to permit the execution and completion free transfer of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;any Snappon Director's shares in Snappon SA.
(b) share certificates relating to the Acquisition Shares;
(c) any waivers or consents by members of any Target Group Company shall execute or other persons which the First Tranche Instrument and deliver a certified copy Buyer has specified prior to Completion in the agreed terms so as to enable the Buyer or its nominees to be registered as the holders of the Acquisition Shares;
(d) resignations duly executed First Tranche Instrument to each as deeds of such of the Subscribers directors and the secretary of any Target Group Company as the Buyer shall request in writing from their offices as director or secretary of any Target Group Company containing a confirmation that they have no claims (whether statutory, contractual or otherwise) against any Target Group Company for compensation for loss of office together with a delivery to the Buyer of all property of any Target Group Company in their possession or under their control;
(e) the written resignations of the auditors of each Target Group Company;
(f) the common seals, certificates of incorporation and statutory books, share certificate books and cheque books of each Target Group Company;
(g) the Tax Deed duly executed Certificate of by the First TrancheSeller; and
(ch) the Subscribers shall effect payment to the Company counterparts of an amount equal to the face value each of the First Tranche required Intellectual Property Assignments duly executed by the relevant assignor in each instance;
(i) a counterpart of the Convertible Bonds Intellectual Property Deed duly executed by the Seller;
(j) a counterpart of the IT Transitional Services Procurement Agreement duly executed by Draftex S.A;
(k) counterparts of the Supply Agreements duly executed by the relevant member of the Seller's Group;
(l) powers of attorney in the proportion that they have subscribed customary form for as set out in Schedule 3, such payment each relevant jurisdiction;
(m) a deed duly executed before a German notary pursuant to be made by way of a cheque drawn on a licensed bank in Hong Kong/which Jurg▇▇ ▇▇▇▇▇▇’▇ order issued by ▇▇▇evocably transfers his entire shareholding in Draftex Verwaltungs GmbH to Draftex Beiteilligungsgesellschaft mbH and a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment unanimous resolution of the conditions set out in Clause 3.4, Completion shareholders' meeting of Draftex Verwaltungsgesellschaft mbH authorising the transfer of the Second Tranche shall take place at the principal place of business shares to a member of the Company or such other place as Buyer's Group nominated by the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:Buyer;
(an) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a deed duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment before a notary pursuant to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/which Mart▇▇ ▇▇▇▇▇▇’▇ order issued ▇▇▇evocably transfers his entire shareholding in Draftex International European Technical Centre GmbH to a member of the Buyer's Group nominated by the Buyer and a licensed bank in Hong Kong for such face value and made payable unanimous resolution of the shareholders' meeting of Draftex International European Technical Centre GmbH authorising the transfer of the shares to a member of the Buyer's Group nominated by the Buyer; and
(o) licences with respect to the Company Third Party Software and the Atos Software (provided however that the Seller does not undertake to procure the delivery of or such party as make available to the Company may direct Buyer a licence in writingthe terms of clause 2.3 of the IT Transitional Services Procurement Agreement for any Atos Software which is not software owned by the Seller or the Seller's Group).
4.3 Upon compliance with 5.3 At or fulfillment prior to Completion (and prior to the taking effect of the conditions set out in Clause 3.7, Completion resignations of the Third Tranche directors referred to in clause 5.2(d) above) the Seller shall take place at procure the principal place passing of business board resolutions (and/or passing of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part onlyshareholder resolutions where relevant) of the following businesses shall be transactedeach relevant Target Group Company (where appropriate) under relevant local laws :-
(a) sanctioning for registration (subject where necessary to due stamping) the Company shall execute the Third Tranche Instrument and deliver a certified copy transfers in respect of the Third Tranche Instrument Acquisition Shares and any shares to which clause 5.2 refers;
(b) authorising the delivery to the Subscribers together Buyer of share certificates in respect of the Acquisition Shares;
(c) appointing such persons as are nominated by the Buyer to be the directors and secretary of each Target Group Company (if applicable);
(d) tendering and accepting the resignations and acknowledgements of the directors and secretary referred to in clause 5.2(d);
(e) tendering and accepting the resignation of the auditors and appointing auditors nominated by the Buyer as new auditors of each of the Target Group Companies.
5.4 As soon as practicable following Completion (and in any event within 3 months of Completion), the Seller shall procure the passing of board resolutions and special resolutions of any member of the Seller's Group which bear or include the name "Draftex" in their corporate name, changing their corporate name so that it does not include or bear the "Draftex" name.
5.5 Upon compliance by the Seller with a the provisions of clauses 5.2, and 5.3 the Buyer shall:-
(a) In relation to the Czech Company
(i) deliver to the Seller the counterparts of the Ownership Interest Transfer Agreement, duly executed Certificate for by or on behalf of the Second TrancheBuyer before a notary public;
(ii) deliver to the Seller the written resolutions of the Buyer as the new sole participant in the Czech Company resolving (a) to remove the current executives and replace them with new executives and (b) in notarial deed form amending the current Czech Company Memoranda of Association to change the name of the Czech Company removing "Draftex" therefrom; and
(iii) deliver petitions to the relevant Czech court reflecting the transfer of the ownership interests in the Czech Company duly signed on behalf of the Czech Company.
(b) provide for the Subscribers shall effect payment to the Company transfer by CHAPS of an amount in Euro equal to the face value Estimated Consideration less the Deferred Amount to the Seller's Account (the Seller receiving such transfer as agent for the Vendors) at HSBC Bank plc, of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 27-3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇ ▇▇▇▇▇▇’▇, ▇▇▇▇▇▇ order issued ▇▇▇▇ ▇▇▇, ▇▇rt Code 40-05-15, Account No. 3911▇▇▇▇;
(c) in respect of Intra-Group Debt provide on behalf of the relevant member(s) of the Target Group for the transfer by CHAPS of an amount in Euro equal to the Estimated Intra-Group Debt to the Seller's Account (the Seller receiving such transfer on behalf the relevant member of the Seller's Group) at HSBC Bank plc, of 27-3▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇rt Code 40-05-15, Account No. 3911▇▇▇▇;
(d) deliver to the Seller a licensed bank in Hong Kong for counterpart of the Tax Deed duly executed by the Buyer;
(e) deliver to the Seller a counterpart of the Intellectual Property Deed duly executed by the Buyer;
(f) a counterpart of the IT Transitional Services Procurement Agreement duly executed by the Buyer; and
(g) counterparts of the Supply Agreements duly executed by the relevant member of the Target Group.
5.6 The Seller acknowledges that, immediately following Completion until such face value and made payable to Company or such party time as the transfer(s) of the Acquisition Shares (and the transfers of the entire issued share capital of each of Draftex International European Technical Centre GmbH and Draftex Verwaltungsgesellschaft mbH) have been registered in the register of members of the relevant Target Group Company, the Seller or a member of the Seller's Group will hold those Acquisition Shares (and those shares in the share capital of each of Draftex International European Technical Centre GmbH and Draftex Verwaltungsgesellschaft mbH) registered in its name on trust for and as nominee for the Buyer or its nominees and undertakes to hold all dividends and distributions and exercise all voting rights available in respect of those shares in accordance with the directions of the Buyer or its nominees and if the Seller is in breach of the undertakings contained in this clause the Seller irrevocably authorises the Buyer to appoint some person or persons as its attorney to execute all instruments or proxies (including consents to short notice) or other documents which the Buyer or its nominees may reasonably require and which may be necessary to enable the Buyer or its nominees to attend and vote at general meetings of the relevant Target Group Company may direct and to do any thing or things necessary to give effect to the rights contained in writingthis clause.
4.4 No 5.7 At or prior to Completion, the Seller shall procure that all Tax sharing agreements and arrangements to which a Target Group Company is party shall be obliged terminated or, to complete the subscription for and extent not so terminated, that the issue of each of the First Tranche, the Second Tranche and the Third Tranche relevant Target Group Company (or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (Companies as the case may be) on shall with effect from Completion cease to be party to and/or liable in respect of any such agreements or before the date fixed for Completion, the party not in default mayarrangements.
5.8 Notwithstanding any other provision of this clause 5:
(a) defer if the Seller is unable to deliver to the Buyer on the Completion Date any immaterial item (as reasonably determined by the Buyer) required to be delivered to the terms of this clause 5, then at the Buyer's option:
(1) the parties can proceed to Completion against the provision of appropriate assurances and/or undertakings in a form reasonably satisfactory to the Buyer; or (2) Completion shall be deferred to a date not more than 10 15 Business Days after the said date Completion Date (and so that the provisions of this Clause 4 clause 5.8, apart from this clause 5.8(a), shall apply to Completion as so deferred); or) by means of a notice to that effect in writing served by the Buyer on the Seller;
(b) if the Buyer is unable to deliver to the Seller on the Completion Date any immaterial item (as reasonably determined by the Seller) required to be delivered to the terms of this clause 5, then at the Seller's option:
(1) the parties can proceed to Completion against the provision of appropriate assurances and/or undertakings in a form reasonably satisfactory to the Seller; or (2) Completion shall be deferred to a date not more than 15 Business Days after the Completion Date (and so far that the provisions of this clause 5.8, apart from this clause 5.8(b), shall apply to Completion as practicable; or
(cso deferred) rescind this Agreement, without prejudice, in each case, by means of a notice to that party's rights (whether under effect in writing served by the Seller on the Buyer.
5.9 If Completion has not occurred by the Long Stop Date, this Agreement generally or under this Clause) to the extent agreement shall automatically terminate save that the other party rights and liabilities of the parties under clauses 12, 13 and 17 to 23 (inclusive) only shall not have complied with its obligations thereundercontinue to subsist.
Appears in 1 contract
Sources: Agreement for the Sale and Purchase of Shares (Gencorp Inc)
Completion. 4.1 Upon compliance with or fulfillment Subject to fulfilment of the conditions set out in Clause 3.1Conditions Precedent, Completion for the First Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses and each party referred to below shall be transactedperform its respective obligations as follows:-
4.1 The Company shall:
(a) (if required by the Company shall Investors) deliver evidence in a form reasonably satisfactory to the Majority Investors that the Conditions Precedent referred to in Clause 3 hereof have been duly satisfied and fully complied with (unless otherwise waived by the Majority Investors);
(b) deliver to each of the Subscribers Investors a certified copy of the board Board resolution of the Company approving and authorising execution and completion of this Agreement and the issue of the Debenture and the Certificate upon the terms and subject to the Conditions contained herein;
(c) deliver to the Investors a certified copy of the Board resolution of SAI (i) approving and authorising execution and completion of this Agreement; (ii) the issue of the Debenture and Certificate by the Company upon the terms and subject to the conditions; (iii) approving and authorising the execution of the Guarantee; (iv) approving the issuance of the Conversion Shares upon conversion of the Debenture; and (v) resolving to effect and do all that is necessary to give effect to the Agreement, the Debenture, the Guarantee and the conversion under the Debentures;
(d) deliver to the Investors a certified copy of Board resolution from each of CIBHL and SPC in each case approving and authorising the execution and completion of this Agreement and the Guarantee and resolving to effect and do all that is necessary to give effect to the Agreement, the Instruments Debenture, the Guarantee and the issue conversion under the Debentures;
(e) deliver to the Investors, a certified copy of Board resolution from ACL approving and authorising the Convertible Bonds execution and completion of this Agreement and the Certificates for ACL Undertaking and resolving to effect and do all that is necessary to give effect to the Convertible Bonds to be delivered Agreement, the Debenture and the ACL Undertaking; and
(f) (against reasonable evidence that the monies referred in 4.2 below having been received from the Investors by the Company) deliver to each of the Subscribers;
Investors (b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument or to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for persons at such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on relevant Investor may direct) a Certificate or Certificates duly issued for the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) amount representing the subscription in favour of the following businesses shall be transacted:
relevant Investor (a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may beits nominee).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be) on or before the date fixed for Completion, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so that the provisions of this Clause 4 shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunder.
Appears in 1 contract
Completion. 4.1 Upon compliance with or fulfillment of the conditions set out in Clause 3.1, Completion for the First Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall deliver to each of the Subscribers a certified copy of the board resolution of the Company approving and authorising the execution and completion of this Agreement, the Instruments and the issue of the Convertible Bonds and the Certificates for the Convertible Bonds to be delivered to each of the Subscribers;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4▇▇▇▇ ▇▇▇▇▇, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3#▇▇-▇▇/▇▇, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇ ▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company ▇▇▇▇, Singapore 118261 or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as may be mutually agreed in writing by the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) Parties hereto.
4.2 At Completion, as soon as MC confirms receipt of the following businesses payment by PacNet pursuant to Section 4.3, MC shall be transacteddeliver to PacNet:
(a) i. duly executed transfers in favour of PacNet or its nominee, of all the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers Shares together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment such other documents which may be necessary to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3register PacNet or its nominee, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be)., as the registered owner of the Shares; and
4.5 If ii. letters of resignation from MC nominated directors on the board of directors of the Company and its subsidiary, namely, Pacfusion Group Holdings Pte Ltd, on terms that the one hand persons resigning have no further claims whatsoever against the Company or the Subscribers on the other hand shall be unable to comply with any of their respective obligations under Clause 4.1 or 4.2 or 4.3 (Pacfusion Group Holdings Pte Ltd, as the case may be.
4.3 At Completion, PacNet shall pay the Purchase Price to MC in the form of telegraphic transfer to a Singapore Dollar bank account designated by MC or such other forms of payment as may be agreed upon by the Parties.
4.4 MC agrees and acknowledge that upon its receipt of all amounts due to it under this Agreement, all obligations owed by PacNet and/or the Company to MC under the Transaction Documents shall be deemed completely discharged, released and satisfied and MC shall have no further claims whatsoever against PacNet and/or the Company under the Transaction Documents.
4.5 Effective from Completion, PacNet shall release, waive and forever discharge MC, including without limitation its shareholders, officers, directors, agents, employees, representatives, affiliates and all persons acting by, through or under any of the foregoing (hereinafter referred to as the "Released Parties"), from any and all actions, suits, debts, liens, contracts, agreements, promises, obligations, liabilities, damages, losses, costs and claims of any nature whatsoever ("Claims") on arising from the Transaction Documents and the business of the Company, which PacNet and/or the Company may have against any or before all of the date fixed for Released Parties, whether such claims be direct or indirect, known or unknown, save and except if such Claims were caused by any of the Released Parties' negligence, default or omission.
4.6 Effective from Completion, PacNet shall indemnify MC and each of its current and former directors, employees (hereinafter collectively referred to as the "MC Indemnities"), and hold the MC Indemnities harmless from any and all civil liability, claims, causes of action, damages, fees and costs of any nature whatsoever (including, without limitation, attorneys' fees and costs) ("Indemnified Claims"), arising out of, concerning or relating to, directly or indirectly, the business of the Company, save and except if such Indemnified Claims were caused by any of MC Indemnities' negligence, default or omission.
4.7 Effective from Completion, the party not in default may:Original Shareholders Agreement and Supplemental Shareholders Agreement shall terminate save and except Section 5.7 of the Original Shareholders Agreement and Section 9.8 of the Supplemental Shareholders Agreement.
(a) defer Completion to a date not more than 10 Business Days after the said date (4.8 Effective from Completion, MC Warrants shall become void and so that the provisions of this Clause 4 Warrant Agreement shall apply to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with its obligations thereunderterminate.
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Completion. 4.1 Upon compliance with 5.1 Subject to fulfilment (or fulfillment waiver by the Purchaser) of the conditions set out in Clause 3.1Condition, Completion for the First Tranche shall take place at 10:00 a.m. on the principal place of business of the Company Completion Date, at 20/F, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (or at such other place and time as may be agreed by the parties hereto shall determine on the First Tranche Completion Date at 4.00 p.m. Parties in writing) when all (but not part some only) of the following businesses events described in this Clause 5 shall be transacted:occur.
(a) 5.2 At Completion, the Company Vendor and the Vendor Guarantor shall deliver to the Purchaser:
5.2.1 duly executed transfer form(s) in respect of all of the Sale Shares in favour of the Purchaser or its wholly owned subsidiary referred to in Clause 2 designated by the Purchaser or the nominee(s) of either of them together with (in respect of the relevant physical Sale Shares) the relative share certificate(s) and/or (in respect of the relevant Sale Shares held in CCASS) the relevant instructions to the relevant CCASS participant(s) to effect the transfer(s) of the relevant Sale Shares through CCASS to the Purchaser or its wholly owned subsidiary referred to in Clause 2 designated by the Purchaser or such person(s) having an account(s) with CCASS as may he notified in writing by the Purchaser to the Vendor at least 2 Business Days prior to the Completion Date;
5.2.2 certified copies of the minutes of the meetings of shareholders and meetings of directors, or the written approvals of the shareholders or directors (as the case maybe), of each of the Subscribers a certified copy of Vendor and the board resolution of the Company approving and authorising Vendor Guarantor required to authorise the execution and completion of this Agreement, Agreement by the Instruments Vendor and the issue of the Convertible Bonds Vendor Guarantor, and the Certificates for performance by the Convertible Bonds to be delivered to each of the Subscribers;
(b) the Company shall execute the First Tranche Instrument and deliver a certified copy of the duly executed First Tranche Instrument to each of the Subscribers together with a duly executed Certificate of the First Tranche; and
(c) the Subscribers shall effect payment to the Company of an amount equal to the face value of the First Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.2 Upon compliance with or fulfillment of the conditions set out in Clause 3.4, Completion of the Second Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Second Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Second Tranche Instrument and deliver a certified copy of the Second Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to the Company or such party as the Company may direct in writing.
4.3 Upon compliance with or fulfillment of the conditions set out in Clause 3.7, Completion of the Third Tranche shall take place at the principal place of business of the Company or such other place as the parties hereto shall determine on the Third Tranche Completion Date at 4:00 p.m. when all (but not part only) of the following businesses shall be transacted:
(a) the Company shall execute the Third Tranche Instrument and deliver a certified copy of the Third Tranche Instrument to the Subscribers together with a duly executed Certificate for the Second Tranche; and
(b) the Subscribers shall effect payment to the Company of an amount equal to the face value of the Second Tranche of the Convertible Bonds in the proportion that they have subscribed for as set out in Schedule 3, such payment to be made by way of a cheque drawn on a licensed bank in Hong Kong/▇▇▇▇▇▇’▇ order issued by a licensed bank in Hong Kong for such face value and made payable to Company or such party as the Company may direct in writing.
4.4 No party shall be obliged to complete the subscription for Vendor and the issue of each of the First Tranche, the Second Tranche and the Third Tranche or perform any obligations hereunder unless all the parties hereto comply fully with their respective obligations under Clause 4.1 or 4.2 or 4.3 (as the case may be).
4.5 If the Company on the one hand or the Subscribers on the other hand shall be unable to comply with any Vendor Guarantor of their respective obligations under Clause 4.1 or 4.2 or 4.3 (as hereunder;
5.2.3 a legal opinion from Messrs Deacons, Hong Kong legal counsel for the case may be) on or before Vendor and the date fixed for CompletionVendor Guarantor, the party not in default may:
(a) defer Completion to a date not more than 10 Business Days after the said date (and so confirming that the provisions of this Clause 4 shall apply Vendor and the Vendor Guarantor are each validly incorporated and have the capacity to Completion as so deferred); or
(b) proceed to Completion so far as practicable; or
(c) rescind this Agreement, without prejudice, in each case, to that party's rights (whether under enter into this Agreement generally or under and that this Clause) to Agreement constitutes the extent that legal, valid and enforceable obligations of each of them; and
5.2.4 if Hong Kong stamp duty is payable on the other party shall not have complied with its obligations thereundertransfer of the Sale Shares, a cheque drawn in favour of "The Government of the Hong Kong Special Administrative Region" in the amount of the Vendor's 50% share of the estimated stamp duty payable in respect of the sale and purchase of the Sale Shares.
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Sources: Agreement for the Sale and Purchase of Shares (PCCW LTD)