Vendor’s obligations on Completion Sample Clauses
Vendor’s obligations on Completion. On or before the Completion Date but subject to Completion the Vendor, will:
(a) deliver to the Purchaser in accordance with clause 6.4:
(i) the share certificates for the Shares;
(ii) a completed instrument of transfer of the Shares to the Purchaser in registrable form (subject to payment of stamp duty) executed by the Vendor;
(iii) the document of title to the Real Property and all other then existing assets of the Company and all other then existing records and documents relating to the business and property of the Company;
(iv) the share certificate books of the Company;
(v) the register of members, register of charges, minute books, ledgers, journals and books of account, the certificate of incorporation, the common seal;
(vi) written and duly executed resignations of all directors, secretaries and public officers of the Company conditional upon and with effect from Completion, with such resignations to be on terms reasonably approved by the Purchaser, including acknowledgments under seal that each of those persons has no claim of any nature against the Company for salary, fees, compensation for loss of office, loans or otherwise;
(vii) all original Patents and Patent Applications and assignments of rights relating thereto;
(viii) a counterpart of the Deed of Assignment executed by the Vendor's Guarantor and the Company and dated the Completion Date;
(ix) a counterpart of the Real Property Licence Deed executed by the parties thereto;
(x) a counterpart of the Consulting Agreement executed by the parties thereto;
(xi) a counterpart of the Injectables Transfer Agreement executed by the parties thereto;
(xii) executed directions to the relevant bank revoking all existing authorities to operate the Bank Account and authorising the person or persons nominated in writing for that purpose by the Purchaser at least three Business Days prior to the Completion Date to operate the Bank Account;
(xiii) evidence of termination of all service contracts or other contractual arrangements between the Company and the Vendor or any Related Body Corporate of the Vendor identified as such on schedule 3 (excluding F22 identified in Part I of schedule 3); and
(xiv) an updated list of Employee Entitlements as at the close of business on the second last Business Day before Completion. In the case of the items referred to in clauses 6.2(a)(iii) and (v) delivery is to be made by leaving those items in a safe and appropriate place at the Company's principal office or at such oth...
Vendor’s obligations on Completion. On the Completion Date, the Vendor shall deliver to the Purchaser the certificate of approval from the Commission of Commerce and Amended Business License of the Company.
Vendor’s obligations on Completion. Unless the Parties otherwise agree in writing, the VENDOR shall, at Completion:-
4.2.1 convert 1,500,000 (One Million and Five Hundred Thousand) ICPS in NSMH held by the VENDOR into 1,500,000 (One Million and Five Hundred Thousand) Ordinary NSMH Shares;
4.2.2 cause NSMH to issue directly to the PURCHASER, such number of Ordinary NSMH Shares (as converted) as is equivalent to the Sale Shares;
4.2.3 cause NSMH to deliver to the PURCHASER, the original share certificate(s) to the Sale Shares issued in the name of the PURCHASER; and
4.2.4 cause the appointment of the PURCHASER's nominee as a director of NSMH and the PURCHASER as a director NSM (Subject to the PURCHASER's delivery to the VENDOR not less than 7 (Seven) days prior to the Completion Date, of 3 (Three) copies of Forms 48A of the Companies Regulations 1966 duly completed and sworn by the PURCHASER for his appointment as director of NSM and NSMH.
Vendor’s obligations on Completion. At Completion the Vendors shall deliver the following to the Purchaser:
(a) Transfers of the Shares to the Purchaser and/or its nominee duly executed by the Vendors in registrable form.
(b) The share certificates for the Shares or a certificate by a director of the Company that no share certificates have been issued for the Shares.
(c) Evidence of the passing by the board of directors of the Company of a valid resolution approving the transfers of the Shares and directing that the name of the Purchaser and/or its nominee be entered in the share register of the Company upon production of the transfers to the Company duly executed.
(d) In respect of the Company, its certificate of incorporation (or a certified copy thereof), constitution, directors' and shareholders' minute books, share register, register of directors, interests register and register of charges.
(e) Such of the other records and documents of the Company as the Purchaser specifies.
(f) Resignations in writing of the directors of the Company from their office of director of, and all offices or places of profit under, the Company and acknowledgements by them in a form satisfactory to the Purchaser to the effect that no moneys are owing to them whether by way of fees, salary, expenses, compensation for loss of office or otherwise and that they have no claims of any nature whatsoever against the Company.
(g) Evidence of the appointment of such persons as the Purchaser specifies as directors of the Company.
(h) Unconditional releases of the Shares from all encumbrances thereover.
(i) Such of the Data as is in the possession or control of the Company and/or the Vendors on the Completion Date, in such form as the Data is stored, it being acknowledged that the Vendors will use all reasonable endeavours to provide the Data to the Purchaser at Completion, and in respect of any Data that the Vendor is unable to obtain prior to Completion, the Vendor shall use all reasonable endeavours to provide such Data to the Purchaser as soon as reasonably practicable following Completion.
(j) Evidence satisfactory to the Purchaser, acting reasonably, that the Vendors have fulfilled all their obligations under clause 5.1.
Vendor’s obligations on Completion. On the Completion Date, the Vendor shall deliver to the Purchaser (and for these purposes, in the case of (c) and (d), procure that the Company provides the relevant documents to the Vendor, in the case of (e) procure that ACME provides the relevant documents to the Vendor, in the case of (f) procure that Asiasoft Solutions (GZ) Limited provides the relevant documents to the Vendor and in the case of (g) procure that Blitz provides the relevant documents to the Vendor):-
(a) duly executed instrument of transfer in respect of the Sale Shares in favour of the Purchaser (or as it may direct) accompanied by the relevant share certificate(s) for the Sale Shares and any consents which the Purchaser reasonably requires to obtain registration of that transfer;
(b) duly executed instrument of transfer in respect of the ACME Trust Share in favour of the Company (or as it may direct) accompanied by the relevant share certificate for the ACME Trust Share and any consents which the Company reasonably requires to obtain registration of that transfer;
Vendor’s obligations on Completion. Subject to the Purchaser satisfying its obligations under clause 43, the Vendor shall on Completion:
(a) (POSSESSION): give and deliver to the Purchaser:
(i) the Plant and Equipment; (ii) Motor Vehicles; (ii) Business Records (other than the Excluded Business Records); (iv) hired, leased or any other assets the subject of any of the Business Contracts as are in the possession of the Vendor; (v) Leased Properties (subject, where required, to the Lessor's consent); (vi) all cash including cash on hand and cash equivalent and funds held with any bank or financial institution and security held or entitled to be held by at Completion; and
Vendor’s obligations on Completion. At Completion, the Vendor must give the Purchaser absolute ownership of all the Shares and title to all the Shares free from any Security Interest, and operational control of the Company and the Business. In addition, the Vendor must give to the Purchaser the following documents:
(a) share certificates: share certificates of the Vendor for the Shares or if not available a statutory declaration from the Vendor that any share certificate for the Shares is lost;
(b) transfers: completed transfers of the Shares to the Purchaser, signed by the Vendor;
(c) corporate records: the certificate of incorporation, common seal, and all corporate records of the Company including statutory registers, minute and other record books and share certificate books;
(d) accounts: ledgers, journals and books of account of the Company;
Vendor’s obligations on Completion. 1.1 On Completion, the Vendors shall deliver, and shall procure that there be delivered, to the Purchaser in such form and upon such terms satisfactory to the Purchaser:
(a) transfers in respect of the Sale Shares duly executed by the registered holders thereof and completed in favour of the Purchaser or its nominee, together with the original share certificates in respect thereof;
(b) a letter addressed to the Commissioner of Stamp Duties (in the form and format of Worksheet D and/or such other documents as may be prescribed by the Inland Revenue Authority of Singapore), certifying the net asset value per Share of the Company and a certified true copy of the latest available audited or management accounts of the Company;
(c) duly executed waivers, consents and other documents as may be required to give good title to the Sale Shares and to enable the Purchaser or its nominee to become the registered holder thereof;
(d) the written resignations of Mxxx Xxx Xxx (Mxxx Xxxxxx) and Kxxx Xxx Cxxxx Xxx as directors of the Company, such resignations to take effect from and on the Completion Date, with acknowledgements signed under seal by each of them in form and substance satisfactory to the Purchaser to the effect that he has no claims whatsoever against the Company for compensation for loss of office, redundancy, unfair dismissal or otherwise howsoever;
(e) the duly executed service agreement of Cxxxx Xxx Xxx, Kxxxxxx, in a form agreeable to the Purchaser;
(f) duly executed deed of termination and waiver of the shareholders’ agreement dated 19 February 2020 entered into amongst Sakal Real Estate Partners Pte. Ltd., Cxxxx Xxx Xxx, Kxxxxxx and Lxx Xxxxx Xxxx, in form and substance satisfactory to the Purchaser;
(g) duly executed deed of termination and waiver of the shareholders’ agreement dated 31 January 2022 entered into amongst Sakal Real Estate Partners Pte. Ltd., Cxxxx Xxx Xxx, Kxxxxxx, Nxxxxxxx Xxxxx and the Company, in form and substance satisfactory to the Purchaser;
(h) certified true copies of resolutions passed by the Company’s board of directors:
(i) approving the transfer of the Sale Shares to the Purchaser or its nominee and the issuance of a new share certificate to the Purchaser or its nominee;
(ii) approving the lodgement of the notice of transfer of the Sale Shares with ACRA, in order for the transfer of the Sale Shares to be updated in the electronic register of members of the Company;
(iii) accepting the resignation of Mxxx Xxx Xxx (Mxxx Xxxx...
Vendor’s obligations on Completion. On Completion Xxxxxxx Group Limited shall deliver or procure to be delivered or (if the Purchaser agrees) make available to the Purchaser: 6.
2.1 duly executed transfers of the Shares and the Subsidiary Shares in favour of the Purchaser or as it may direct accompanied by the relative share certificates; 6.
2.2 the written resignations of each of the Vendor Appointees from his office as a director or secretary of the relevant Group Company to take effect on the date of Completion with acknowledgments signed by each of them in a form reasonably satisfactory to the Purchaser to the effect that he has no claim against any Group Company for compensation for loss of office (whether contractual, statutory or otherwise), redundancy or otherwise; 6.
2.3 the written resignations of the auditors of each Group Company to take effect on the date of Completion, with acknowledgments signed by each of them in a form reasonably satisfactory to the Purchaser to the effect that they have no claim against any Group Company and containing the statement referred to in Section 394 of the Companies Xxx 0000 to the effect that there are no circumstances connected with their resignation which they consider should be brought to the notice of the members or creditors of any Group Company;
Vendor’s obligations on Completion. Upon fulfilment or satisfaction by the Purchaser of its obligations in accordance with clause 7.1, the Vendor will deliver or cause to be delivered to the Purchaser or where applicable to the Purchaser’s Solicitors, the following documents (“Completion Documents”) :-