On Completion BOC shall Clause Samples

On Completion BOC shall. 4.4.1 deliver or procure delivery of, or make available, the following to Philipps: a) share certificates for all the Sale Shares endorsed to effect the sale of the Sale Shares to Philipps; b) share certificates in the name of the Company in respect of its holding of shares in Tyssefaldene A/S and the other companies listed at the end of Schedule 1; c) the certificate of incorporation (if any), cheque books and material records of the Company; d) all the financial and accounting books and records of the Company and all documents of title relating to the Properties; e) the written resignations of each of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ (if he has by then been appointed a director under clause 5.5.5) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ from his office as director of the Company; f) (if required by Philipps) assignments of the benefit of the Contracts duly executed by BOC Limited; g) (at the principal place of business of the Business) such of the Sale Assets as are capable of being transferred by delivery; h) a certified true copy of a resolution of a duly authorized committee of the board of directors of BOC authorizing BOC to enter into this Agreement and to fulfil its obligations hereunder; i) if required by Philipps, a certified true copy of a resolution of the board of directors of Tyssefaldene A/S approving the purchase by Philipps of the Sale Shares. 4.4.2 procure the passing of a resolution of the board of directors of the Company resolving to approve and register the transfer of the Sale Shares referred to in clause 4.4.1(a) and appointing such persons as Philipps may nominate (not more than three) as additional directors of the Company and accepting the resignations referred to in clause 4.4.1(e); and 4.4.3 procure that BOC Limited and BOC Gases Ireland Limited shall enter into the BOC Carbide Supply Agreement.