At Completion Sample Clauses

At Completion. (a) the Sellers shall observe and perform the provisions of Part 1 of Schedule 6; and (b) the Purchaser shall observe and perform the provisions of Part 2 of Schedule 6.

At Completion. (a) the Purchaser shall pay to the Seller by way of electronic transfer (for same day value) to the Seller’s Account an amount equal to £1.00 in payment of the Seller Consideration; (b) the Purchaser shall procure that the relevant Target Companies pay to the Seller by way of electronic transfer (for same day value) to the Seller’s Account an aggregate amount equal to the Net Equity Value less £1.00 in full repayment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (net of any withholding or deduction required by law but subject always to clauses 5.12 to 5.17)(the “Shareholder Loan Repayment Amount”), and: (i) the Seller hereby agrees and undertakes to the Purchaser and AMC to apply (from the Shareholder Loan Repayment Amount received under clause 6.2(b)) an amount equal to the Equity Amount by way of subscription for the issue of the Consideration Shares; and (ii) AMC shall deliver evidence, in form and substance reasonably satisfactory to the Seller, (A) of the issuance to the Seller of the Consideration Shares; and (B) that the Consideration Shares have been authorized for listing on NYSE, subject to official notice of issuance; provided, however that notwithstanding the foregoing, if the number of Consideration Shares to be delivered at Completion would require AMC to obtain stockholder approval prior to such issuance under applicable rules of the NYSE, then the number of Consideration Shares AMC is required to issue shall be reduced to the highest number that would not require AMC to obtain stockholder approval for issuance (the “Delivered Shares”) and AMC shall deliver to the Seller an amount of cash equal to the product of (A) the difference between the number of Consideration Shares that would otherwise be required to be delivered at Completion were it not for this proviso and the Delivered Shares and (B) the sterling denominated VWAP of the Class A Common Stock over the twenty (20) consecutive trading days prior to the Completion Statement Date, with the VWAP converted from US dollars to sterling using the exchange rate on each of those twenty (20) consecutive trading days as published in the London Financial Times, and the parties agree that the Shareholder Loan Repayment Amount and the amount payable by the Seller to AMC under this clause 6.2(b)(i) shall be netted off against the other such that the Purchaser shall only be required to procure that the net amount (that is, the Shareholder Loan Repayment ...

At Completion. 5.2.1 Transferor shall deliver, or procure the delivery, to Transferee of the following:- 5.2.1.1 duly executed instruments of transfer of the Sale Shares, duly completed by Transferor and stamped in favour of Transferee together with the Share Certificates for the Sale Shares in the name of the Seller; 5.2.1.2 duly signed letters of resignation of the directors and officers of the Company in the agreed form dated as of the Closing Date and addressed to the Company and the Transferee, such resignations to include an acknowledgement that such director or officer does not have a claim against the Company for breach of contract, compensation for loss of office, redundancy or unfair dismissal or any other account whatsoever and that no agreement or arrangement is outstanding between the Company and such director or officer under which the Company has or could have any obligation to any such director or officer; 5.2.1.3 a certificate of goodstanding in respect of the Company dated no more than 2 Business Days prior to the Closing Date issued by the ▇▇▇▇▇▇▇▇ Islands Registry; 5.2.1.4 a certified true extract from the minutes of a duly held meeting of the directors of the Transferor evidencing the authorisation of the execution by the Transferor of this Agreement and the other documents which it is to execute pursuant to this Agreement; 5.2.1. 5 each register, minute book and other book required by law to be kept by the Company made up to but not including the Closing Date and each certificate of incorporation and certificate(s) of incorporation on change of name for the Company; 5.2.1.6 all books, records, tax records, journals, ledgers, accounts, agreements and other documents (including, in the case of those kept or maintained on computer or otherwise electronically, such printouts, disks, tapes and other copies as the Transferee may require acting reasonably) of the Company which are in the Company’s possession together with such information and things as the Transferee will need to access any of the foregoing; 5.2.1.7 the originals of the Shipbuilding Contract; 5.2.1.8 a deed of confirmation from the Transferor (for itself and as agent for each member of the Transferor’s Group) to the Company in the agreed form confirming that the Company has no indebtedness or liability to the Transferor or any member of the Transferor’s Group; 5.2.1.9 the Buyer’s Representative Agreement duly executed by, or on behalf of, Scorpio Ship Management ▇▇▇ and the Company; 5.2.1....

At Completion. (a) each Seller shall do or procure the carrying out of all those things listed in paragraph 1 of Schedule 4; (b) the Buyer shall do or procure the carrying out of all those things listed in paragraph 2 of Schedule 4; and (c) the Company shall do or procure the carrying out of all those things listed in paragraph 2 of Schedule 4.

At Completion the Buyer shall or at such time as the name change is effected: (a) pay the Seller the Purchase Price; and (b) deliver to the Seller a duly executed instrument of transfer in respect of the Transfer Membership Interests.

At Completion the Seller shall deliver to or to the order of the Buyer or at such time as the name change is effected: (a) a duly executed instrument of transfer in respect of the Transfer Membership Interests completed in favor of the Buyer (or as it may direct); (b) all Membership Interests certificates in respect of the Transfer Membership Interests; (c) all powers of attorney or other authorities (if any) under which the instrument of transfer in relation to the Transfer Membership Interests have been executed, together with such other documents as may be required to give a good title to the Transfer Membership Interests and to enable the Buyer or its nominees to become the registered holder of them; and (d) such other documents as the Buyer may reasonably request. (e) Notwithstanding the above mentioned ,both parties agree that the registration of equity change is not a necessary condition for the completion of the delivery. The seller agrees that from the date of signing this agreement, the ownership of the company and its corresponding dividend rights, income rights and beneficial interests belong to the Buyer. The Buyer is hereby granted the Seller, for the benefit of the Buyer and its successor, to hold, administer the Transferred Membership Interests and any dividends, interests, rights or benefits derived from or will be derived from such Transferred Membership Interests .The Seller agrees that if the Buyer intends to become an obvious Membership Interests holder,the Seller agrees to unconditionally cooperate with the Buyer to proceed the registration to related authority once the demand in writing has been issued to the Seller.

At Completion. (a) the Seller shall do or procure to be done those things set out in Part 1 of the schedule headed "Completion"; and (b) the Purchaser shall do or procure to be done those things set out in Part 2 of that schedule.

At Completion the Seller shall comply with its obligations set out in Part 1 of Schedule 2.

At Completion the Sellers shall deliver to the Buyer: (a) the share transfer forms in respect of all the Shares duly executed by the Sellers and the Non-Family Shareholders in favour of the Buyer; (b) a share transfer agreement in respect of the Shares drawn up for the purpose of filing before the Tax Authorities duly executed by the Parties; (c) an agreement reproducing the relevant sections of this Agreement signed by the Non Family Shareholders selling their shares in the Company; (d) the share transfer register and shareholders registers of the Company showing the transfer of the Shares as well as the share transfer registers and shareholders registers of the Subsidiaries; (e) the letters of resignation of all the corporate officers (mandataires sociaux) of the Companies, the names of whom are provided by Buyer to Sellers at least ten (10) Days prior to Completion, confirming that the resigning officers have no claims, financial or otherwise as corporate officers against the Companies; (f) signed minutes of the general meetings of shareholders (or members) of the Companies to take place on Completion on the agenda referred to in Clauses 4.1.6 and 4.1.7 above; (g) a certified copy of the minutes of the board of directors of the Company containing the approval of the transfer of the Shares in favour of the Buyer and the Buyer's designees, the identity of which will be given at least 10 days before Completion; (h) a certificate signed by the Sellers drawn up in the form attached at Schedule 4.3.1 (h), stating that the representations and warranties contained in this Agreement are complete and correct at the date of Completion, that the Sellers have complied with those obligations to which they are subject in accordance with the provisions of this Agreement and that none of the events or others set out in Clauses 4.1.10, 4.1.11 and 4.1.12 have occurred; (i) the Escrow Agreement in the form set out in Schedule 4.3.1 (i) signed by the Sellers and the escrow agent; (j) a certified copy of the minutes of the works council of the Companies evidencing the advice rendered on the Transaction; (k) written evidence that the consents or approvals required from third parties in relation to the material contracts listed in Schedule 5.18.3 have been obtained; (l) evidence of disposal of the Excluded Businesses (other than Promoreal, SCI L'Avron, SCI du 48/54 ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ du ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ 14 rue ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Belvar which will be disposed after Completion and no l...