Common use of First Completion Clause in Contracts

First Completion. 8.1 Subject to Clause 3.2, First Completion shall take place at the offices of NewLead at 12:00 on the Business Day immediately following the satisfaction and/or waiver of all of the Conditions or such later date as the Parties may agree (the "First Completion Date"). 8.2 On the First Completion Date, the Vendors shall deliver (where appropriate as agent for each of the Companies) to the Purchaser: (a) duly completed stock transfer forms in respect of the Sale Shares duly executed by the Vendors respectively in favour of the Purchaser or as it may direct; (b) certificates for the Sale Shares (or an indemnity in lieu thereof) and any other documents which may be required to give good title to the Sale Shares and to enable the Purchaser to procure registration of the same in its name or as it may direct, together with any waivers, consents and other documents as may be required to enable the Purchaser to be registered or recorded as the holder of the Sale Shares; (c) the resignations of each of the directors (other than those requested in writing by the Purchaser to remain) and the secretary of each of the Companies in the agreed form confirming that each such director and/or secretary have no claims against any of the Companies; (d) confirmation by each of the Vendors in the agreed form that the Vendors have no claims against each of the Companies; (e) each of the Companies' original certificate of incorporation, certificate of incorporation on change of name (if applicable), common seal, statutory registers, minute books, share certificate books and all other books (all duly written up to date); (f) the resignation of the auditors of each of the Companies together with their confirmation that they have no outstanding claims against the Vendors or the Companies in the agreed form together with a duplicate; (g) evidence that all bank account signatories and bank mandates issued in favour of any person prior to the First Completion Date in connection with any account opened in the name of any of the Companies and/or in connection with any of the Vessels (whether held with a Mortgagee Bank or any other bank or financial institution) have each been revoked and cease to have any effect and such other persons (as the Purchaser may direct) have been appointed and duly authorised as account signatories to all the accounts of any of the Companies, together with any waivers, consents and other documents as may be required to enable the Purchaser to effect such changes; (h) any power of attorney under which any document required to be delivered under this Clause 8.2 has been executed; (i) certified copies of board resolutions of each of the Vendors and the Companies (approving, inter alia, the sale of the Sale Shares to the Purchaser) in the agreed form; (j) evidence of termination of all related party contracts entered into by the Companies (to the satisfaction of the Purchaser) including, without limitation all and any agreements entered into between any of the Companies and Harmonia Shipping Management Inc. (or its Affiliates) as may be required by the Purchaser; and (k) such other documents or consents as may be reasonably required by the Purchaser or NewLead to give effect to the terms of this Agreement. 8.3 Provided the Vendors comply with all their obligations under Clause 8.2 (subject only to the Purchaser fulfilling its obligations under this clause) NewLead shall, on the First Completion Date allot and issue to the Vendors the First Consideration Shares (the number of which shall be calculated in accordance with Clause 5.2 above) pursuant to Rule 144A of the Securities Act as fully paid and non-assessable and free from all taxes, liens, claims and encumbrances with respect to the issue thereof. 8.4 If for any reason the provisions of Clause 8.2 are not fully complied with, the Purchaser shall be entitled (in addition and without prejudice to any other right or remedy available to it) to elect in its absolute discretion: (a) to rescind this Agreement; (b) to fix a new First Completion Date; or (c) to proceed to First Completion so far as practicable, the Vendors then being obliged to use all best endeavours to perform or procure the performance of any of the outstanding provisions of Clause 8.2. 8.5 The solicitors to any Party to this Agreement are authorised to take delivery on behalf of such Party of any items under this Agreement and their receipt shall be a good discharge for those items to the Party and the solicitors to the Party making delivery.