On Closing. (A) the Seller shall procure that GGL will sell; and
On Closing. 5.1.1 the Company shall issue, allot and deliver to the Subscriber the Subscription Shares credited as fully paid and carrying the right to participate in full in all dividends and other distributions declared, paid or made on the Ordinary Shares on or after Closing and ranking pari passu in all other respects and form one class with the Ordinary Shares in issue on Closing, and will enter the Subscriber’s name in the register of members of the Company as the legal and beneficial owner of the Subscription Shares, and will issue and deliver to the Subscriber a share certificate in respect of such Subscription Shares;
On Closing. (i) the full Subscription Amount shall be available on the Euro-denominated blocked account in the Issuer’s name with KBC Bank NV ([***]) (the “Blocked Account”). To this end, the Investor or its designee shall instruct or cause the instruction of the wire of the Subscription Amount in Euros to the Blocked Account two (2) Business Days prior to Closing, it being understood that any bank charges, costs and expenses relating to this payment shall be borne by the Investor or its Affiliates;
On Closing. 2.3.1 the Cash Consideration shall be paid by the Purchaser or any of its Affiliates in immediately available funds to the account of the Seller that has been notified to the Purchaser prior to the date of this Agreement; and
On Closing. (a) the Purchasers shall procure that each relevant Group Company repays to the relevant member of its Seller Group the amount in the applicable currency of any Estimated Inter-Company Non-Trading Payables and shall acknowledge on behalf of each relevant Group Company the payment of the Estimated Inter-Company Non-Trading Receivables in accordance with clause 8.3(b); and
On Closing. BUYER WILL ACCEPT THE XXXXX, THE PRINEVILLE PROPERTY, AND THE OTHER PURCHASED ASSETS “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.’
On Closing. (a) Buyers shall pay the Cash Purchase Price as adjusted as set forth in Clause 4.2.2(a) and (b) to the Bank Account in USD in the manner specified in Clause 4;
On Closing the Seller shall deliver to the Buyer:
On Closing the Seller and the Buyer shall exchange CD-Rom copies of the Data Room, signed by each of them.
On Closing the Sellers shall confirm in writing to the Company the date of the Transfer and that all the Sale Securities have been transferred on such date, in order to enable the Company to update its registers of securities. Upon receipt of such confirmation, the Company shall register the Buyer as holder of the Sale Securities in the respective registers of securities held by the Company and the Company shall further record (i) the release of the Pledges that had been previously granted by the Sellers only in favour of Pasalba Limited and (ii) the pledge granted by the Buyer over the Sale Securities in favour of Pasalba Limited as set out in clause 4.4. above. Immediately upon the Sellers’ Solicitor providing written confirmation to the Buyer’s Solicitor that the Consideration has been deposited into the Lidstel Account, the Parties shall expressly grant power to any director of the Company (each an “Attorney”), acting individually and with full power of substitution, to amend and execute the above registers in order to record the transfer of the Sale Securities and to do all such acts and things as may be ancillary thereto and/or necessary and/or useful and/or desirable in the sole opinion of the Attorney in connection with or for the purpose of giving full effect to this Agreement.
