Immediately following Completion. 3.3.1 the initial authorised share capital of the Company shall be an unlimited number of no par value Shares and the initial issued share capital of the Company shall be 10 Shares divided into 2 A Shares, 8 B Shares; and
Immediately following Completion. 8.1.1 the Buyer and the Seller shall procure that the Current Development Sale Agreements are completed and the Seller shall procure that the Company is paid £4,660,000 pursuant to such agreements;
Immediately following Completion. (a) the Buyer shall procure that each relevant Group Company pays to the relevant member of the Sellers’ Group an amount equal to any Estimated Intra-Group Financing Payables and shall acknowledge on behalf of each relevant Group Company the payment of the amount of Estimated Intra-Group Financing Receivables in accordance with clause 3.10(b); and
Immediately following Completion the Buyer shall procure that the Company and Return Fax 2000 Ltd take all necessary actions to initiate the payment to the Specified Employees from the Company and Return Fax 2000 Ltd. of the Employee Bonus in accordance with the Employee Bonus Pool Allocation through each such companies’ payroll and provide written evidence to the Sellers within seven days of Completion that the aforesaid payments have been made. The Employee Bonus Pool Allocation is inclusive of employer related costs.
Immediately following Completion the Parties agree that Xxxx XxxXxxxxx, Xx Xxxxxxxx and Xx Xxxxx shall be appointed as directors of the Company. The directors of the Company immediately following Completion shall be: Xxxxxx X. Xxxxxx (A Director) Xxxxxxx X. Xxxxxx (A Director) Xxxx XxxXxxxxx (A Director) Xx Xxxxxxxx (B Director) Xx Xxxxx (B Director)
Immediately following Completion the Sellers shall procure that all rights of access held by any member of the Sellers' Group to any part of the Lists which is stored on a computer database or otherwise in intangible form by or on behalf of any of the Sellers or any other member of the Sellers' Group are transferred to or otherwise conferred on the Purchasers.
Immediately following Completion. (a) the Purchaser shall pass a written shareholders’ resolution of the Company appointing the members of the management board of the Company with effect as of Completion; and
Immediately following Completion the Principal Vendor shall use all reasonable endeavours to procure the release of all securities, guarantees and indemnities given by or binding on any Target Company in relation to any debt or obligation of any member of the Vendors' Group. Pending such release the Principal Vendor shall indemnify and keep indemnified the Purchaser for itself and as trustee for the Target Companies from and against all costs, claims and demands arising out of or in connection with any such securities, guarantees and indemnities.
Immediately following Completion. (a) the Parent as shareholder of the Buyer shall hold a shareholders meeting in the form to be agreed in good faith between the Parent and the Sellers holding Merger Shares as soon as reasonably practicable after the date of this Agreement pursuant to which, inter alia, the Merger is approved;
Immediately following Completion. 3.3.1 the initial share capital of the Company shall be twelve thousand five hundred Euros (€12,500) divided into 2,500 A Shares and 10,000 B Shares, each of them fully subscribed and entirely paid up;
