Common use of Obligations on Completion Clause in Contracts

Obligations on Completion. (a) In respect of the SG Share Transfer, on the Completion Date, all of the following shall occur: (i) In respect of each Vendor, each Vendor shall deliver or procure the delivery to the Listco (in respect of itself/himself or its/his nominee): (A) duly executed transfer form(s) signed by such Vendor (as transferor) in favour of Ryde BVI or such other person as the Listco may direct (as transferee) in relation to the SG Share Transfer of the relevant SG Sale Shares; (B) the share certificate(s) (if applicable) for its/his/her relevant SG Sale Shares; (C) duly executed Investor Rights Agreement; (D) duly executed New Ryde Tech Investor Rights Agreement, which shall be effective only pursuant to the provisions of Clause 3.2(a); and (E) duly executed Deed of Ratification and Accession, which shall be effective pursuant to the provisions of Clause 3.2(b). (ii) Against compliance with Clause 4.2(a)(i) above by a Vendor, the Listco shall, in respect of such Vendor: (A) allot and issue to such Vendor and/or its/his nominee the relevant number of Ryde Tech Consideration Shares set out against its/his name in column (4) of Part A of Schedule 1, credited as fully paid to such Vendor; (B) deliver or procure the delivery to such Vendor a copy of the minutes of a meeting or written resolutions of the board of directors of the Listco approving the entry into and performance of this Agreement, the allotment and issue of the Ryde Tech Consideration Shares to such Vendor and the updating of its register of members; (C) deliver or procure the delivery to such Vendor a copy of the minutes of a meeting or written resolutions of the board of directors of Ryde BVI approving the entry into and performance of this Agreement and the transfer of the SG Sale Shares to Ryde BVI; and (D) deliver or procure the delivery to such Vendor a share certificate (if required) issued by the Listco to such Vendor and/or its/his nominee for the relevant number of Ryde Tech Consideration Shares set out against its/his name in Part A of Schedule 1. (iii) Against compliance with Clause 4.2(a)(i) above by a Vendor, Ryde BVI shall deliver or procure the delivery to Ryde Tech the duly executed Deed of Ratification and Accession to the Existing Investor Rights Agreement. (b) In respect of the BVI Share Transfer, on the Completion Date, all of the following shall occur: (i) ZJT shall deliver or procure the delivery to the Listco (in respect of himself or his nominee): (A) duly executed transfer form signed by Z▇▇ (as transferor) in favour of the Listco or such other person as the Listco may direct (as transferee) in relation to the BVI Share Transfer of the BVI Sale Share; and (B) the share certificate(s) (if applicable) for his BVI Sale Share. (ii) Against compliance with Clause 4.2(b)(i) above by ZJT, the Listco shall: (A) allot and issue to ZJT or his nominee the Ryde BVI Consideration Shares set out against his name in Part B of Schedule 1, credited as fully paid ZJT; (B) deliver or procure the delivery to ZJT a copy of the minutes of a meeting or written resolutions of the board of directors of the Listco approving the entry into and performance of this Agreement, the allotment and issue of the Ryde BVI Consideration Shares to ZJT and the updating of its register of members; and (C) deliver or procure the delivery to ZJT a share certificate (if required) issued by the Listco to ZJT or his nominee for the Ryde BVI Consideration Shares set out against his name in Part B of Schedule 1. (iii) None of the Parties hereto shall be obliged to complete the BVI Share Transfer or perform any obligations hereunder unless the other Parties comply fully with their respective obligations under this Clause 4.2(b). (c) If any of the documents or items required to be delivered to any Party on Completion is not forthcoming for any reason or if in any other respect the provisions of Clause 4.2(a) and (b) are not fully complied with by any Party, the Party that is not in default shall be entitled (in addition to and without prejudice to all other rights and remedies available to it, including the right to claim damages) to effect Completion in respect of any SG Share Transfer or BVI Share Transfer so far as practicable having regard to the defaults which have occurred.