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. 3.4.1 The Seller shall deliver to (or make available to the satisfaction of) the Buyer: (a) definitive certificates for the Shares together with transfers thereof duly executed by the registered holders thereof in favour of the Buyer (or as it may direct); (b) such consents or documents (if any) as may reasonably be required to give evidence of the title of the transferor to the Shares and his or its capacity to sell or transfer such Shares provided that any such requirement shall have been notified to the Seller in writing not later than 3 days prior to Completion; (c) definitive certificates for the whole of the issued share capital of each group company (other than the Company) together with transfers duly executed by the registered holders thereof in favour of the Buyer (or as it may direct) of any shares in any group company which are not registered in the name of another group company; (d) written resignations of such directors of each group company as the Buyer may request from their respective offices and from any other offices or employments in or with each group company; (e) the written resignation (in duplicate) of the auditors of each group company (to take effect from Completion) together with a statement complying with section 394(1) Companies ▇▇▇ ▇▇▇▇ and an acknowledgement that they have no claims against the relevant group company, whether in respect of fees or otherwise; (f) releases in agreed form executed as a deed by the directors referred to in sub-clause (d) above of each group company, releasing each group company from all claims whether by way of compensation, remuneration, redundancy payments, pension rights or otherwise, except only for accrued remuneration and reimbursable business expenses (if any) up to Completion; (g) the Tax Deed; (h) the seal, certificate of incorporation and statutory books, duly written up to date, of each group company; (i) statements from each of the banks at which each group company maintains accounts of the amounts standing to the debit or credit of such accounts at the close of business on the date falling two business days prior to Completion; (j) all cheque books and bank mandates of each group company and all charge, credit or cash cards issued in the name of the Company (if any); (k) an irrevocable power of attorney in such form as the Buyer may reasonably require executed by each registered holder of Shares in favour of the Buyer appointing the Buyer to be his lawful attorney for the purpose of ...

At Completion. (a) the Seller shall do or procure the carrying out of all those things listed in paragraph 1 of Schedule 2 (Completion Obligations); and (b) the Purchaser shall do or procure the carrying out of all those things listed in paragraph 2 of Schedule 2 (Completion Obligations).

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. (a) the parties shall enter into and complete the Purchase Agreement (b) the Shareholders and Authoriszor shall procure that there shall be duly convened and held a meeting of the board of Directors of the Company to transact and unanimously resolve upon the business, set out in Schedule 5 and shall procure the passing of the resolutions set out in Schedule 3; (c) in respect of the Initial Subscription Authoriszor shall deliver or cause to be delivered to the Company an application for the allotment to Authoriszor of 139,168 "D" Ordinary Shares ("Initial Subscription Shares") duly signed on behalf of Authoriszor together with a bankers draft (or such other form of payment as the Company may agree) in respect of the total Subscription price for such Initial Subscription Shares of (pound)250,000; (d) the Company shall allot and issue the Initial Subscription Shares to Authoriszor upon payment being received by the Company and the Company shall register Authoriszor as the holder of the Initial Subscription Shares, and shall prepare and deliver to Authoriszor share certificates in respect thereof; (e) AL and ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall execute and exchange the Service Agreement; (f) ▇▇▇▇ ▇▇▇▇▇ shall be appointed a "D" Director pursuant to the Articles of Association and on the terms set out in Clause 4; (g) the statutory books of the Company shall be delivered to Authoriszor; (h) Inc. shall procure that the sum of(pound)828,325 shall be paid into the Blocked Account provided always that such sum shall be released to Inc. upon a conditional on demand bank guarantee for such sum being provided by Inc. to the Shareholders in terms reasonably satisfactory thereto which Inc. shall use its reasonable endeavours to procure as soon as reasonably possible. (i) Inc. shall execute and deliver to the Shareholders the Charge.

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