Common use of On Completion Clause in Contracts

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 under the Chiquita Convertible Notes and shall take all such other actions required to be taken by the Chiquita Convertible Notes Indenture with respect to the Chiquita Convertible Notes in connection with the transactions contemplated hereby, including, without limitation, registering any underlying IrHoldco Shares issuable thereunder (if required by applicable Law).

On Completion. (ia) IrHoldco shall, in respect of each Fyffes Share subject the Exercising Purchasers shall pay the aggregate Call Option Price for all the Call Option Shares to the Scheme: issue 0.1567 (Vendor by a bank transfer to the “Exchange Ratio”) account indicated by the Vendor not less than [7] days prior the Completion Date, for value to be received by the Vendor on the Completion Date. For the avoidance of a IrHoldco Share (the “Share Consideration” together with any cash in lieu of Fractional Entitlements due a holderdoubt, the “Scheme Consideration”Vendor shall not be obliged to complete the sale of the Call Option Shares unless all the Exercising Purchasers together make full payment of the aggregate Call Option Price; (b) the Manager shall pay the Class C Preferred Shares Call Option Price for all the Class C Preferred Shares 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 Vendor by IrHoldco a bank transfer to the Fyffes Shareholders under this Clause 8.1(c)(i), and all Fractional Entitlements shall be aggregated and sold in the market account indicated by the Exchange Agent with Vendor not less than [7] days prior the net proceeds Completion Date, for value to be received by the Vendor on the Completion Date; (c) Against receipt of any such sale distributed pro-rata full payment of the aggregate Call Option Price from the Exercising Purchasers, the Vendor shall deliver to the Fyffes Shareholders; Exercising Purchasers, duly executed transfer orders of the Call Option Shares in accordance with the Scheme; anddetails as set out in the Call Option Notice. The Vendor shall take all necessary actions (including with the Registrar) which may be necessary and sufficient for the purposes of completion of transfer of Call Option Shares to Exercising Purchasers; (iid) Fyffes Against receipt of full payment of the aggregate Class C Preferred Shares Call Option Price from the Manager, the Vendor shall deliver to IrHoldco: (A) a certified copy the Manager, duly executed transfer orders 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) Class C Preferred Shares 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 details as set out 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 under the Chiquita Convertible Notes and Class C Preferred Shares Call Option Notice. The Vendor shall take all such other necessary actions required to be taken by the Chiquita Convertible Notes Indenture with respect to the Chiquita Convertible Notes in connection (including with the transactions contemplated hereby, including, without limitation, registering any underlying IrHoldco Shares issuable thereunder (if required by applicable Law).Registrar) which may be necessary and sufficient for the purposes of completion of transfer of Class C Preferred Sharesto the Manager. [ ] կամ Կողմերի գրավոր համաձայնությամբ նախատեսված այլ վայրում և/կամ ժամանակ:

On Completion. (i) IrHoldco shall, the Purchaser will execute the SPA Escrow Agreement and deposit the SPA Escrow Amount in respect of each Fyffes Share subject the SPA Escrow Account; (ii) the Purchaser will on the Completion Date pay to the Scheme: issue 0.1567 (Vendor 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 AMC Purchase Price in the market manner indicated by the Exchange Agent with the net proceeds of any such sale distributed pro-rata to the Fyffes Shareholders; in accordance with the SchemeVendor; and (iiiii) Fyffes the Purchaser shall deliver offer/have taken irrevocable steps jointly with the AMC or to IrHoldco: (A) a certified copy offer an exit option to the existing unit holders of the resolutions referred Fund 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 redeem their units without any claim or right of action imposition of any nature whatsoever outstanding against Fyffes exit load in compliance with the Regulations. 4.3 The Warranties and, subject to the Disclosure Letter, in case of Vendor's Warranties, all other provisions of this Agreement insofar as the same shall not have been performed at Completion shall not be extinguished or the Fyffes Group affected by Completion, or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on by any other grounds event or matter 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 under the Chiquita Convertible Notes and shall take all such other actions required to be taken by the Chiquita Convertible Notes Indenture with respect to the Chiquita Convertible Notes in connection with the transactions contemplated hereby, including, without limitation, registering any underlying IrHoldco Shares issuable thereunder (satisfaction and/or waiver of any condition contained in Clause 3.1 or Clause 3.2), except by a specific and duly authorised written waiver or release by the Purchaser or the Vendor as the case may be. 5. OBLIGATIONS OF THE VENDOR BETWEEN EXECUTION AND COMPLETION 5.1 From the date hereof through to the Completion Date, the Vendor shall cause the AMC to conduct its business in the ordinary course, in a manner, and use all reasonable efforts to shall otherwise use all reasonable efforts, so as to ensure that the Vendor's Warranties shall continue to be true and correct on and as of the Completion Date, as if required by made on such date. The Vendor shall give the Purchaser prompt notice of any event, condition or circumstance occurring from the date hereof until the Completion Date that would constitute a violation or breach of any Vendor's Warranty if such Vendor's Warranty were made as of any date from the date hereof until the Completion Date, or that would constitute a violation or breach of any terms and conditions contained in this Agreement. 5.2 The Vendor shall use its reasonable efforts to cause the AMC to preserve the relationship and goodwill with their clients. 5.3 The Vendor shall cause the AMC to comply in all material respect with all applicable Law)laws, regulations, decrees of any court or regulatory body.

On Completion. (i) IrHoldco shall, the Purchaser will execute the SPA Escrow Agreement and deposit the SPA Escrow Amount in respect of each Fyffes Share subject the SPA Escrow Account; (ii) the Purchaser will on the Completion Date pay to the Scheme: issue 0.1567 (Vendor 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 AMC Purchase Price in the market manner indicated by the Exchange Agent with the net proceeds of any such sale distributed pro-rata to the Fyffes Shareholders; in accordance with the SchemeVendor; and (iiiii) Fyffes the Purchaser shall deliver offer/have taken irrevocable steps jointly with the AMC or to IrHoldco: (A) a certified copy offer an exit option to the existing unit holders of the resolutions referred Fund 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 redeem their units without any claim or right of action imposition of any nature whatsoever outstanding against Fyffes exit load in compliance with the Regulations. 4.3 The Warranties and, subject to the Disclosure Letter, in case of Vendor's Warranties, all other provisions of this Agreement insofar as the same shall not have been performed at Completion shall not be extinguished or the Fyffes Group affected by Completion, or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on by any other grounds event or matter 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 under the Chiquita Convertible Notes and shall take all such other actions required to be taken by the Chiquita Convertible Notes Indenture with respect to the Chiquita Convertible Notes in connection with the transactions contemplated hereby, including, without limitation, registering any underlying IrHoldco Shares issuable thereunder (satisfaction and/or waiver of any condition contained in Clause 3.1 or Clause 3.2), except by a specific and duly authorised written waiver or release by the Purchaser or the Vendor as the case may be. 5. OBLIGATIONS OF THE VENDOR BETWEEN EXECUTION AND COMPLETION 5.1 From the date hereof through to the Completion Date, the Vendor shall cause the AMC to conduct its business in the ordinary course, in a manner, and use all reasonable efforts to shall otherwise use all reasonable efforts, so as to ensure that the Vendor's Warranties shall continue to be true and correct on and as of the Completion Date, as if required by made on such date. The Vendor shall give the Purchaser prompt notice of any event, condition or circumstance occurring from the date hereof until the Completion Date that would constitute a violation or breach of any Vendor's Warranty if such Vendor's Warranty were made as of any date from the date hereof until the Completion Date, or that would constitute a violation or breach of any terms and conditions contained in this Agreement. 5.2 The Vendor shall use its reasonable efforts to cause the AMC to preserve the relationship and goodwill with their clients. 5.3 The Vendor shall cause the AMC to comply in all material respect with all applicable Law)laws, regulations, and decrees of any court or regulatory body.