On Completion Clause Samples
On Completion the Seller shall deliver to the Buyer:
(a) a completed and signed transfer of the Sale Shares to the Buyer or as it directs and the related share certificate;
(b) a power of attorney in agreed form appointing the Buyer as attorney pending the Buyer’s registration as a member of the Company with power on the Seller’s behalf to execute and deliver all deeds and documents and to do all acts and things and exercise all rights which the Buyer would be entitled to execute, deliver and do and exercise if the Buyer was registered as the holder of the Sale Shares with power to sub-delegate this power and power to appoint a substitute attorney in addition to the Buyer;
(c) the statutory books of each Group Company (including any separate sheet minutes in respect of the Subsidiary, if applicable) complete and accurate up to Completion and any company seal(s), certificates of incorporation, certificates of incorporation on change of name and all share certificates of each Group Company;
(d) a signed deed addressed by the Seller to the Buyer and to the Company and all Group Companies acknowledging that there is no outstanding indebtedness owing at Completion from any Group Company to the Seller or to any Seller’s Associate or vice versa;
(e) letters of resignation in agreed form from each director of each Group Company and the secretary of each Group Company (if any);
(f) a letter, in agreed form, from the Seller confirming that upon Completion it has ceased to be a registrable relevant legal entity (within the meaning of section 790C of the Companies Act 2006) in relation to the Company;
(g) the Disclosure Letter;
(h) the consultancy agreement in the agreed form between the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ signed by the parties;
(i) deeds of release in the agreed form between each of the employees of the Group Companies previously granted share awards by the Seller and the Seller in relation to the provision of such share awards in the Seller;
(j) earn-in letter agreements in the agreed form executed by certain of the employees of the Group Companies (as determined by the Buyer) in relation to the potential issue of additional shares in ▇▇▇▇▇▇▇▇.▇▇▇ Limited to such persons;
(k) an intellectual property assignment in the agreed form from the Seller in favour of the Company;
(l) an intellectual property assignment in the agreed from ▇▇▇▇▇▇.▇▇▇ Limited (UK) in favour of the Company; and
(m) a settlement agreement in the agreed form duly executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇ (together wit...
On Completion. (a) the Institutional Investors (as set out in Schedule 1) other than Novartis shall subscribe in cash for and shall be issued the number of Ordinary Shares set opposite their name in column 3 of Part A of Schedule 1 for the price specified in column 4 of Part A of Schedule 1; and
(b) the Company shall issue to Novartis of the number of Ordinary Shares set opposite its name in column 3 of Part B of Schedule 1.
On Completion. If this agreement is only considered satisfied when the Consultant completes the project defined as the “Services,” then select the second checkbox statement.
On Completion. (1) (transfers) the Grantor must do all acts and things and execute and deliver to Coeur all documents (including documents which constitute a sufficient transfer of the Option Shares under Part 7.11 of the Corporations Act 2001 (Cth) and the Corporations Regulations 2001 (Cth)) as required to register and make Coeur or its nominee the legal and beneficial owner of the Option Shares; and
(2) (Exercise Price) Coeur must pay the Exercise Price in respect of each Option Share to the Grantor by bank cheque or an electronic funds transfer into an account nominated by the Grantor.
On Completion. 6.3.1 the Seller shall comply with the obligations in part 1 of schedule 4; and
6.3.2 the Purchaser shall comply with the obligations in part 2 of schedule 4.
On Completion. 6.2.1 the relevant Joint Offeror shall deliver, or procure the delivery, to Topco of:
6.2.1.1 duly executed transfers in respect of the relevant Midco Loan Notes duly completed in favour of Topco (or as it may direct);
6.2.1.2 the certificates (to the extent delivered to a noteholder) for the relevant Midco Loan Notes or an indemnity in a customary form in relation to those Midco Loan Notes; and
6.2.1.3 such other documents as may be reasonably necessary to enable Topco or its nominee(s) to obtain good title to the relevant Midco Loan Notes, including, without limitation, any power of attorney pursuant to which the documents referred to in clause 6.2.1.1 and 6.
2.1. 2 above were executed (if applicable);
6.2.2 Topco shall procure that:
6.2.2.1 the Offer Consideration is issued to the relevant Joint Offeror so that such Joint Offeror is registered as the holder of the relevant Offer Consideration;
On Completion. 6.2.1 the relevant Rollover Shareholder shall deliver, or procure the delivery, to Midco of:
6.2.1.1 duly executed transfers in respect of the relevant Bidco Loan Notes duly completed in favour of Midco (or as it may direct);
6.2.1.2 the certificates (to the extent delivered to a noteholder) for the relevant Bidco Loan Notes or an indemnity in a customary form in relation to those Bidco Loan Notes; and
6.2.1.3 such other documents as may be reasonably necessary to enable Midco or its nominee(s) to obtain good title to the relevant Bidco Loan Notes, including, without limitation, any power of attorney pursuant to which the documents referred to in clause 6.2.1.1 and 6.
2.1. 2 above were executed (if applicable);
6.2.2 Midco shall procure that:
6.2.2.1 the Offer Consideration is issued to the relevant Rollover Shareholder so that such Rollover Shareholder is registered as the holder of the relevant Offer Consideration;
On Completion. The Vendor shall meet the following requirements:
(a) The Vendor shall get all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required in respect of the transferring of the Sale Interests from the relevant PRC governmental authorities, including but not limited to the ratification from the PRC foreign trade economic bureau or the provincial foreign trade economic department and the Vendor shall inform the Purchaser all the relevant letters, the ratification documents and other relevant documents; (b) Each of the Vendor shall jointly and/or severally ( as the case may be ) deliver or procure the delivery to the Purchaser of all the following: (i) all constitutional documents, contracts, minute books and records (which shall be written up to date as at Completion); (ii) copies of the business license, the name of the shareholders, the copies of the shareholders' identity card, the structure of the shareholding and financial statements of the Company; (iii) other documents, letters and material which the Purchaser may require; (c) The Vendor shall hold a shareholder meeting approving the following items according to the Purchaser's requirements: (i) the sale and purchase of the Sale Interests; (ii) the Transferable Note;
(iii) amending the constitution of the Company according to the Purchaser; (d) The Vendor shall complete the change procedures regards to the Sale Interests in relevant Commercial and Industrial bureau and inform the Purchaser all the relevant letters, ratification documents and other relevant documents regards to the above the change procedures..
On Completion. (i) IrHoldco shall, in respect of each Fyffes Share subject to the Scheme: issue 0.1567 (the “Exchange Ratio”) of a IrHoldco Share (the “Share Consideration” together with any cash in lieu of Fractional Entitlements due a holder, the “Scheme Consideration”) to the applicable Fyffes Shareholder (and/or their nominees), which Share Consideration shall be duly authorised, validly issued, fully paid and non-assessable and free of Liens and pre-emptive rights; provided, however, that no fractions of IrHoldco Shares (the “Fractional Entitlements”) shall be issued by IrHoldco to the Fyffes Shareholders under this Clause 8.1(c)(i), and all Fractional Entitlements shall be aggregated and sold in the market by the Exchange Agent with the net proceeds of any such sale distributed pro-rata to the Fyffes Shareholders; in accordance with the Scheme; and
(ii) Fyffes shall deliver to IrHoldco:
(A) a certified copy of the resolutions referred to in Clause 8.1(b)(i);
(B) letters of resignation from the directors that are removed from Fyffes in accordance with Clause 8.1(b)(i)(B) (each such letter containing an acknowledgement that such resignation is without any claim or right of action of any nature whatsoever outstanding against Fyffes or the Fyffes Group or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the removal); and
(C) share certificates in respect of the aggregate number of shares in the capital of Fyffes to be issued to IrHoldco (and/or its nominees) in accordance with the Scheme.
(iii) Fyffes shall cause an office copy of the Court Order and a copy of the minute required by Section 75 of the Act to be filed with the Companies Registration Office and obtain from the Registrar of Companies a Certificate of Registration in relation to the reduction of share capital involved in the Scheme.
(iv) By the time of the Court Hearing, Chiquita and IrHoldco shall cause the IrHoldco Memorandum and Articles of Association to be amended and restated in their entirety in the form set forth in Exhibit 8.1(c)(iv), with such changes as Chiquita and Fyffes shall mutually agree.
(v) Chiquita and IrHoldco shall enter into a supplemental indenture in respect of the Chiquita Convertible Notes containing the provisions required by the Chiquita Convertible Notes Indenture and pursuant to which IrHoldco shall agree to unconditionally guarantee Chiquita’s obligations...
On Completion. 6.2.1 the relevant Joint Offeror shall deliver, or procure the delivery, to Castelnau of:
6.2.1.1 duly executed transfers in respect of the relevant Valderrama E Shares duly completed in favour of Castelnau (or as it may direct);
6.2.1.2 the certificates for the relevant Valderrama E Shares or an indemnity in a customary form in relation to those Valderrama E Shares; and
6.2.1.3 such other documents as may be reasonably necessary to enable Castelnau or its nominee(s) to obtain good title to the relevant Valderrama E Shares, including, without limitation, any power of attorney pursuant to which the documents referred to in clause 6.2.1.1 and 6.
2.1.2 above were executed (if applicable);