Common use of At Completion Clause in Contracts

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 receiving notices of and attending and voting at all meetings of the members of the Company in respect of the Shares to be transferred by such holder hereunder from the date of Completion to the day on which the Buyer or its nominee is entered in the register of members of the Company as the holder of such Shares and an irrevocable authority (in such form as the Buyer may reasonably require) authorising: (i) the Company to send any notices in respect of such Shares to the Buyer during such period; (ii) the Buyer to complete in such manner as it thinks fit and to return proxy cards, consents to short notice and any other documents required to be signed by the registered holder of such Shares during such period; (l) the Call Option duly executed by the Seller; (m) the Inter-Creditor Deed duly executed by the Seller. 3.4.2 the Seller shall procure that a meeting of the directors of each group company is properly convened and held and that such meeting: (a) duly appoints as additional directors such persons as the Buyer shall nominate; (b) duly appoints as auditor such person as the Buyer shall nominate; (c) in the case of the Company approves the registration of the transfers of the Shares referred to in sub-clauses 3. (a) and (c) (subject to their being duly stamped); and (d) conducts such other business as the Buyer may reasonably require; and that the chairman of each such meeting shall sign the minutes thereof in agreed form. 3.4.3 Subject to the Seller having complied in all respects with its obligations under this agreement, the Buyer shall deliver to the Seller's Solicitors: (a) the Cash Consideration by telegraphic transfer to the client account of the Seller's Solicitors; (b) definitive certificates for the Consideration Shares (representing 10% of the issued equity share capital of the Buyer immediately following Completion) to be issued to the Seller in accordance with clause 2.7.3 hereof; (c) a certificate for the Vendor Loan Notes to be issued to the Seller in accordance with clause 2.7.2 hereof, together with a certified copy of the Instrument duly executed and dated and of a resolution of the board of directors of the Buyer authorising the execution of the Instrument and the issue of the Vendor Loan Notes; (d) a counterpart of the Tax Deed duly executed by the Buyer; and (e) the Call Option duly executed by the parties thereto (other than the Seller).

At Completion. 3.4.1 The the Seller shall deliver or procure the delivery to the Buyer or the Buyer's Solicitors of the following: 4.3.1 duly executed transfer(s) of the Shares to the Buyer or the Buyer's nominee(s) and the relevant share certificate(s) (or make available to an indemnity in 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 directagreed form); 4.3.2 the certificate of incorporation (bincluding any certificate on change of name), of each Group Company, each register minute and other book required to be kept by such Group Company pursuant to the Companies Act, complete up to (but not including) such consents or documents Completion, and the common seal (if any) as may reasonably be required to give evidence of each Group Company; 4.3.3 share certificates for all issued shares in the capital of the title Subsidiaries (or an indemnity in the agreed form); 4.3.4 a copy of a release in the agreed form from First Union of the transferor First Group Companies from all liabilities under the First Union Credit Agreement and of all or any charges over the Shares granted to First Union pursuant to the Shares and his or its capacity terms of the First Union Credit Agreement, such release being conditional only upon the receipt by First Union (with value as of the Completion Date) of funds sufficient to sell or transfer such Shares provided that any such requirement shall have been notified to satisfy the indebtedness outstanding under the First Union Credit Agreement; 4.3.5 evidence that, apart from the Seller in writing not later than 3 days prior Receivable, debts and accounts between, on the one hand, each of the Group Companies and, on the other, any other member of the Sellers' Group have either been fully paid and settled or waived and that there are no outstanding agreements or arrangements under which any of the Group Companies have or would have any obligation to Completionany other member of the Seller's Group; (c) definitive certificates for 4.3.6 resignation letters in the whole agreed form signed by each director and the secretary of each of the issued share capital of each group company Group Companies (other than Ian Thornley) acknowledging that each has no claim against the Company) together with transfers duly executed by the registered holders thereof ▇elevant Group Company in favour respect of the Buyer (breach of contract, compensation for loss of office, redundancy or as it may direct) unfair dismissal or on any other grounds whatsoever; 4.3.7 a copy of any shares in any group company which are not registered a letter of resignation in the name of another group company; (d) written resignations of such directors of each group company as the Buyer may request agreed form 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 of the Group Companies containing a statement complying with pursuant to section 394(1) of the Companies ▇▇▇ ▇▇▇▇ and an acknowledgement Act that there are no circumstances connected with their ceasing to hold office which they have no claims against consider should be brought to the relevant group company, whether in respect attention of fees any members or otherwisecreditors; (f) releases 4.3.8 a legal opinion of King & Spalding in the 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 receiving notices of and attending and voting at all meetings of the members of the Company in respect of the Shares to be transferred by such holder hereunder from the date of Completion to the day on which the Buyer or its nominee is entered in the register of members capacity of the Company as Guarantor to enter into this Agreement, the holder of such Shares Tax Deed and an irrevocable authority (in such form as the Buyer may reasonably require) authorising: (i) the Company to send any notices in respect of such Shares to the Buyer during such periodBourne End Agreement; (ii) the Buyer to complete in such manner as it thinks fit and to return proxy cards, consents to short notice and any other documents required to be signed by the registered holder of such Shares during such period; (l) the Call Option duly executed by the Seller; (m) the Inter-Creditor Deed duly executed by the Seller. 3.4.2 the Seller shall procure that a meeting of the directors of each group company is properly convened and held and that such meeting: (a) duly appoints as additional directors such persons as the Buyer shall nominate; (b) duly appoints as auditor such person as the Buyer shall nominate; (c) in the case of the Company approves the registration of the transfers of the Shares referred to in sub-clauses 3. (a) and (c) (subject to their being duly stamped); and (d) conducts such other business as the Buyer may reasonably require; and that the chairman of each such meeting shall sign the minutes thereof in agreed form. 3.4.3 Subject to the Seller having complied in all respects with its obligations under this agreement, the Buyer shall deliver to the Seller's Solicitors: (a) the Cash Consideration by telegraphic transfer to the client account of the Seller's Solicitors; (b) definitive certificates for the Consideration Shares (representing 10% of the issued equity share capital of the Buyer immediately following Completion) to be issued to the Seller in accordance with clause 2.7.3 hereof; (c) a certificate for the Vendor Loan Notes to be issued to the Seller in accordance with clause 2.7.2 hereof, together with a certified copy of the Instrument duly executed and dated and of a resolution of the board of directors of the Buyer authorising the execution of the Instrument and the issue of the Vendor Loan Notes; (d) 4.3.9 a counterpart of the Tax Deed duly executed by the Buyer; andSeller and the Guarantor; (e) 4.3.10 a copy of an extract from the Call Option board minutes of a meeting of the Guarantor's board of directors authorising the execution by each person executing a document on the Guarantor's behalf, and the performance by the Guarantor of this Agreement; 4.3.11 the Bourne End Agreement duly executed by the parties thereto (other than Seller, the Guarantor and Right4Staff; 4.3.12 insofar as they are not in the possession of or being held to the order of a Group Company or have otherwise been disclosed in the Disclosure Letter as being missing or otherwise unavailable, the documents of title to the Properties; and 4.3.13 the Escrow Agreement duly executed by the Seller).

At Completion. 3.4.1 The Seller 8.2.1 the Vendor shall deliver or cause to (or make available be delivered to the satisfaction of) Purchaser or the BuyerPurchaser's Solicitors: (aA) definitive certificates for evidence to the Shares together with transfers thereof duly executed by the registered holders thereof in favour reasonable satisfaction of the Buyer (or as it may direct); (b) such consents or documents (if any) as may reasonably be required to give evidence Purchaser of the title authority of the transferor to the Shares any person executing this Agreement 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 agreed form document hereunder and any other party thereto (other than the CompanyPurchaser) together with transfers duly executed by on 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 companyVendor's behalf; (dB) written resignations of such directors of each group company as duly executed transfers to 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) Purchaser and/or nominee of the auditors of each group company (to take effect from Completion) Controlling Shares, 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 definitive share certificate 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 them in the name of the Company (if any)Vendor or its nominee; (kC) the written resignations of the non-executive directors of the Company shown as resigning in Schedule 1 executed as a deed in the agreed terms; (D) the certificates of incorporation, common seals, all statutory and minute books (which shall be written up to, but not including, the date of Completion) and share certificate books of the Company and the Subsidiary together with an unused share certificate forms; (E) all the deeds relating to the title of the Company or the Subsidiary to each of the Properties; (F) notices of resignation of the existing auditors of the Company and of the Subsidiary; (G) an irrevocable power original copy of attorney in such form as each of the Buyer may reasonably require Management Agreements and Management Agreement Side Letters executed by each registered holder the Vendor, the relevant Trustee and the Company (as relevant) together with evidence that both the Trustees and the Secretary of Shares in favour State for Trade and Industry have approved the identify of the Buyer appointing Purchaser; (H) a copy of a resolution in the Buyer agreed terms of the manners of the Company increasing the authorized share capital of the Company to be his lawful attorney (Pounds)1,000,000 divided into 1,000,000 Ordinary Shares of (Pounds)1 each; (I) evidence to the reasonable satisfaction of the Purchaser of the due fulfillment of the provisions of clause 5.3 and sub-clause 8.2.2; (J) the Tax Deed duly executed by the Vendor; (K) the Agreement for Leases and the purpose of receiving notices of Ancillary Property Documentation duly executed by the Company and attending and voting by Coal Pension Properties Limited; and (L) the Supplemental Agreement executed by the Vendor who shall use its best endeavors to procure the execution thereof by the other parties thereto. 8.2.2 the Vendor undertakes to the Purchaser to procure that the following business is transacted at all meetings of the members directors of the Company in respect and where relevant of the Subsidiary: (A) the directors of the Company shall approve the transfers of the Controlling Shares to be transferred by such holder hereunder from for registration and the date entry of Completion to the day on which the Buyer or its nominee is entered transferee in the register of members of the Company, in each case subject only to the transfers being subsequently presented duly stamped; (B) the situation of the registered office of the Company and of the Subsidiary shall be changed to ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; (C) the accounting reference date of the Company and of the Subsidiary shall be changed to 31st December 1996; (D) any person nominated by the Purchaser for appointment as a director of the Company or of the Subsidiary shall be so appointed; (E) KPMG shall be appointed to replace the existing auditors of the Company and of the Subsidiary; (F) the directors of the Company shall approve the Management Agreements, Management Agreement Side Letters and the Agreement for Leases and the Ancillary Property Documentation for execution; (G) the directors of the Company shall approve the application for the subscription by the Purchaser for such number of Ordinary Shares of (Pounds)1 each in the capital of the Company as the holder Purchaser shall specify in the letter referred to in clause 8.2.3(C) and allot the said Ordinary Shares of such Shares (Pounds)1 each to the Purchaser; and (H) the directors of the Company will approve the entering into by the Company of a subordinated loan with the Purchaser on standard IMRO terms and an irrevocable authority (in such form as the Buyer may reasonably require) authorisingmaking by the Company of drawings thereunder. 8.2.3 the Purchaser shall deliver to the Vendor: (iA) the Company to send any notices in respect of such Shares evidence to the Buyer during such periodreasonable satisfaction of the Vendor of the authority of any person executing this Agreement and any other agreed form document hereunder on the Purchaser's behalf; (iiB) the Buyer to complete in such manner as it thinks fit and to return proxy cards, consents to short notice and any other documents required to be signed by the registered holder of such Shares during such period; (l) the Call Option duly executed by the Seller; (m) the Inter-Creditor Deed duly executed by the Seller. 3.4.2 the Seller shall procure that a meeting of the directors of each group company is properly convened and held and that such meeting: (a) duly appoints as additional directors such persons as the Buyer shall nominate; (b) duly appoints as auditor such person as the Buyer shall nominate; (c) in the case of the Company approves the registration of the transfers of the Shares amount referred to in sub-clauses 3. clause 3.1 (aless the amount paid under sub-clause 5.3.1) and (c) (subject to their being duly stamped); and (d) conducts such other business as the Buyer may reasonably require; and that the chairman by means of each such meeting shall sign the minutes thereof in agreed form. 3.4.3 Subject to the Seller having complied in all respects with its obligations under this agreement, the Buyer shall deliver to the Seller's Solicitors: (a) the Cash Consideration by telegraphic CHAPS automated transfer to the client Vendor's bank account at Bank of the Seller's SolicitorsEngland Sort Code 10-00-00 British Coal Corporation Central Account, Account Number 51022990; (b) definitive certificates for the Consideration Shares (representing 10% of the issued equity share capital of the Buyer immediately following Completion) to be issued to the Seller in accordance with clause 2.7.3 hereof; (c) a certificate for the Vendor Loan Notes to be issued to the Seller in accordance with clause 2.7.2 hereof, together with a certified copy of the Instrument duly executed and dated and of a resolution of the board of directors of the Buyer authorising the execution of the Instrument and the issue of the Vendor Loan Notes; (d) a counterpart of the Tax Deed duly executed by the Buyer; and (e) the Call Option duly executed by the parties thereto (other than the Seller).

At Completion. 3.4.1 The (a) in exchange for the payment of the Purchase Price to be made under Clause 4.3, the Seller shall deliver (where appropriate as agent for the Company) to (or make available to the satisfaction of) the BuyerTEN: (ai) definitive certificates for a transfer in respect of the Sale Shares together with transfers thereof in the usual Panamanian form duly executed by the registered holders thereof in favour of the Buyer (TEN or as it may direct); (bii) such consents or certificates for the Sale Shares and any other documents (if any) as which may reasonably be required to give evidence good title to the Sale Shares and to enable TEN to procure registration of the title of the transferor to the Shares and his or same in 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 (name or as it may direct; (iii) the resignations of each of the directors and the secretary of the Company in the agreed form and confirmation by the Seller in the agreed form that the Seller has no claims against the Company; (iv) a certified copy of the constitutional documents of the Seller and of board resolutions of the Seller authorising the transactions covered by this Agreement and of any shares in power of attorney under which this Agreement and any group company which are not registered in document required to be delivered under this Clause 4.2 (a) has been or is to be executed; (v) a letter of acceptance of appointment from the Seller’s process agent appointed under Clause 10.1; (vi) the Company’s certificate of incorporation, certificate of incorporation on change of name of another group (if applicable), statutory registers and other statutory records (if any) for a Panamanian 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); (kvii) an irrevocable power opinion in relation to matters 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 Liberian law addressed to be his lawful attorney for the purpose of receiving notices of and attending and voting at all meetings of the members of the Company TEN in respect of the Shares Seller and its capacity and authorisation to enter into, and its due execution of, this Agreement and all documents to be transferred by such holder hereunder from delivered under this Agreement, in form and substance satisfactory to TEN; (viii) a duly executed Notice of Assignment; (ix) evidence that all existing mandates for the date operation of Completion to the day on which the Buyer or its nominee is entered in the register of members bank accounts of the Company as have been revoked and new mandates issued giving authority to persons nominated by TEN and statements of the holder of current balances on all such Shares and an irrevocable authority accounts. (in such form as b) TEN shall deliver to the Buyer may reasonably require) authorisingSeller: (i) a certified copy of the Company constitutional documents of TEN and of board resolutions of TEN authorising the transactions covered by this Agreement and of any power of attorney under which this Agreement and any document required to send any notices in respect of such Shares be delivered under this Clause 4.2(b) has been or is to the Buyer during such periodbe executed; (ii) the Buyer to complete in such manner as it thinks fit and to return proxy cards, consents to short notice and any other documents required to be signed by the registered holder a letter of such Shares during such period; (l) the Call Option duly executed by the Seller; (m) the Inter-Creditor Deed duly executed by the Seller. 3.4.2 the Seller shall procure that a meeting acceptance of the directors of each group company is properly convened and held and that such meeting: (a) duly appoints as additional directors such persons as the Buyer shall nominate; (b) duly appoints as auditor such person as the Buyer shall nominate;appointment from TEN’s process agent appointed under Clause 10.1; and (c) in the case of the Company approves the registration of the transfers of the Shares referred to in sub-clauses 3. (a) and (c) (subject to their being duly stamped); and (d) conducts such other business as the Buyer may reasonably require; and that the chairman of each such meeting shall sign the minutes thereof in agreed form. 3.4.3 Subject to the Seller having complied in all respects with its obligations under this agreement, the Buyer TEN shall deliver to Hyundai a guarantee replacing the Seller's Solicitors: (a) Guarantee to enable the Cash Consideration by telegraphic transfer to the client account of the Seller's Solicitors; (b) definitive certificates for the Consideration Shares (representing 10% of the issued equity share capital of the Buyer immediately following Completion) Guarantee to be issued to cancelled and pending cancellation TEN shall indemnify TST and keep it indemnified against all claims and demands made on it by Hyundai under the Seller in accordance with clause 2.7.3 hereof; (c) a certificate for the Vendor Loan Notes to be issued to the Seller in accordance with clause 2.7.2 hereof, together with a certified copy of the Instrument duly executed and dated and of a resolution of the board of directors of the Buyer authorising the execution of the Instrument and the issue of the Vendor Loan Notes; (d) a counterpart of the Tax Deed duly executed by the Buyer; and (e) the Call Option duly executed by the parties thereto (other than the Seller)Guarantee.

At Completion. 3.4.1 The Seller shall deliver to all (or make available but not part only, except where and to the satisfaction ofextent as mutually agreed by the Parties in writing) of the Buyer:following businesses shall be transacted:- (a) definitive certificates for the Shares together with transfers thereof Vendor shall deliver, or procure the BVI Holdco to deliver, to the Purchaser:- (i) a duly executed instrument of transfer in respect of the Sale Shares by the registered holders thereof BVI Holdco in favour of the Buyer (or as it may direct)Purchaser; (bii) such consents or documents (if any) as may reasonably be required to give evidence the new share certificate of the title of the transferor to the Sale 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)Purchaser; (kiii) an irrevocable power evidence or the latest register 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 receiving notices of and attending and voting at all meetings of the members of the Target Company in respect confirming that the Sale Shares represent the entire issued share capital of the Shares to be transferred by such holder hereunder from Target Company and the date of Completion to the day on which the Buyer or its nominee is entered Purchaser has been registered in the register of members of the Target Company as the sole holder and/or nominee holder of the Sale Shares as of the date of such delivery; (iv) a certified true copy of the written resolution(s) of the director(s) or minutes of a board meeting of the Vendor, or counterparts thereof that in aggregate bear the signature of each of those directors, approving the execution of this Agreement and the transactions contemplated hereunder; (v) a certified true copy of the written resolution(s) of the director(s) or minutes of a board meeting of the BVI Holdco, or counterparts thereof that in aggregate bear the signature of each of those directors, approving the transfer of the Sale Shares to the Purchaser; (vi) a certified true copy of the minutes of the EGM approving, confirming and an irrevocable authority ratifying, among other things, the execution of this Agreement and the transactions contemplated hereunder; (vii) one original director’s certificate duly executed by the Vendor and dated the Completion Date confirming that all the Vendor’s Warranties remain true and accurate and not misleading in any respect, in form and substance satisfactory to the Purchaser; (viii) a notice issued by the Target Company to its agent in the British Virgin Islands on the change of the contact person/administrator of the Target Company and instructions to update the register of members of the Target Company in accordance with the terms and intent of the instrument of transfer referred to in Clause 5.2(a)(i); (ix) the certified true copy of the Completion Accounts; (x) two originals of the Deed of Assignment duly executed by the BVI Holdco, pursuant to which the BVI Holdco shall agree to assign to the Purchaser and the Purchaser shall agree to accept all rights, title and benefits in respect of the Shareholder’s Loan; (xi) if so required by the Purchaser on the matters in accordance with Clause 5.2(b)(i) and 5.2(b)(ii), the certified true copy(ies) of the board resolutions of the relevant member(s) of the Target Group approving the matters referred to in Clause 5.2(b)(i) and 5.2(b)(ii); (xii) the certified true copy of the minutes of the board meeting of the Target Company referred to in Clause 5.2(d); and (xiii) all such form other documents as may be required by the Buyer may reasonably requirePurchaser in its absolute discretion that are necessary or desirable for the consummation of the transactions contemplated in this Agreement. (b) authorising:the Vendor shall:- (i) if so required by the Company to send any notices Purchaser in respect of such Shares writing not less than three Business Days prior to the Buyer during Completion Date, cause such periodperson as the Purchaser may nominate to be validly appointed (by procuring the necessary board resolutions of the relevant member(s) of the Target Group to be duly passed on or before the Completion Date approving the same) as director(s) and/or company secretary(ies) of the relevant member(s) of the Target Group with effect from Completion; (ii) if so required by the Buyer Purchaser in writing not less than three Business Days prior to complete in such manner the Completion Date, cause all the director(s) of the relevant member(s) of the Target Group and/or the company secretary(ies) and/or designated representative to the significant controllers register of the relevant member(s) of the Target Group as it thinks fit and nominated by the Vendor to return proxy cards, consents give notice to short notice and any other documents required resign as director(s) and/or company secretary(ies) and/or designated representative to the significant controllers register of the relevant member(s) of the Target Group (by procuring the necessary board resolutions of the relevant member(s) of the Target Group to be signed by duly passed on or before the registered holder of such Shares during such periodCompletion Date approving the same) with effect from Completion; (liii) subject to Clause 5.2(b)(ii), provide letters of resignations from all the Call Option duly executed director(s) of the relevant member(s) of the Target Group and/or all the company secretary(ies) of the relevant member(s) of the Target Group signed by each of the Sellerresigning directors and/or the company secretaries, and waiving any rights or claims (whether or not accrued or arisen) which such director(s) and/or the company secretary(ies) may have under his/her contract of employment or otherwise save for any statutory compensation to which he/she is entitled by law, such resignations to take effect from Completion; (miv) the Inter-Creditor Deed duly executed if so required by the Seller. 3.4.2 Purchaser in writing, procure the Seller shall procure that a meeting relevant member(s) of the directors of each group company is properly convened and held and that such meeting: Target Group to cause (a) duly appoints as additional directors such persons person(s) as the Buyer shall nominate; Purchaser may nominate to be validly appointed as the authorised signatory(ies) of the bank accounts and/or securities accounts of the relevant member(s) of the Target Group; and (b) duly appoints as auditor such person as the Buyer shall nominate; (c) in the case resignation of some or all of the Company approves the registration existing authorised signatory(ies) of the transfers bank accounts and/or securities accounts of the Shares referred relevant member(s) of the Target Group as nominated by the Vendor, with effect from the Completion Date or such later date as is specified by the Purchaser (by procuring the necessary board resolutions of such members of the Target Group to in sub-clauses 3. (a) and (c) (subject to their being be duly stampedpassed approving the same); and (dv) conducts such procure that all statutory and other books and records (including financial records) duly written up to date of the Target Company and its wholly-owned subsidiaries and their respective certificates of incorporation, current business as registration certificates and common seals and company chops and any other papers, records and documents of the Buyer may reasonably require; Target Company and that its wholly-owned subsidiaries entered into by them or dated or prepared, and the chairman of each such meeting shall sign the minutes thereof in agreed form. 3.4.3 Subject title documents and other relevant correspondences with respect to the Seller having complied Properties, are kept in all respects with its obligations under this agreement, secure conditions at the Buyer shall deliver to the Seller's Solicitors: (a) the Cash Consideration by telegraphic transfer to the client account respective existing offices of the Seller's Solicitors; (b) definitive certificates for the Consideration Shares (representing 10% of the issued equity share capital of the Buyer immediately following Completion) to be issued to the Seller in accordance with clause 2.7.3 hereof;Target Company and its wholly-owned subsidiaries. (c) a certificate for the Purchaser shall deliver, or procure to be delivered, to the Vendor:- (i) duly executed instrument of transfer in respect of the Sale Shares by the Purchaser in favour of the BVI Holdco; (ii) evidence of the electronic transfer (or such other method as agreed between the Vendor Loan Notes to be issued and the Purchaser in writing) in the amount of the Consideration to the Seller in accordance with clause 2.7.2 hereof, together with a BVI Holdco and/or any nominee(s) as instructed by the Vendor; (iii) certified true copy of the Instrument duly executed and dated and written resolutions of the director(s) or minutes of a resolution board meeting of the board of directors of the Buyer authorising Purchaser approving the execution of this Agreement and the Instrument transactions contemplated hereunder; (iv) one original director’s certificate duly executed by the Purchaser and dated the Completion Date confirming that all the Purchaser’s Warranties remain true and accurate and not misleading in any respect, in form and substance satisfactory to the Vendor; (v) two originals of the Deed of Assignment duly executed by the Purchaser, pursuant to which the BVI Holdco shall agree to assign to the Purchaser and the Purchaser shall agree to accept all rights, title and benefits in respect of the Shareholder’s Loan; (vi) original consents to act as director signed by each of the persons to be appointed as a director of the relevant member(s) of the Target Group with effect from Completion (if any); and (vii) all such other documents as may be required by the Vendor in its absolute discretion that are necessary or desirable for the consummation of the transactions contemplated in this Agreement. (d) the Vendor shall cause a board meeting of the Target Company to be held to pass resolutions to accept and approve the transfer of the Sale Shares, the registration of the Purchaser as holder of the Sale Shares, and the issue of the Vendor Loan Notes; (dnew share certificate(s) a counterpart of the Tax Deed duly executed by Sale Shares to the Buyer; and (e) the Call Option duly executed by the parties thereto (other than the Seller)Purchaser with effect from Completion.

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 Vendors shall deliver, or cause to be delivered, the registered holders thereof in favour of the Buyer (or as it may direct); (b) such consents or following 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 receiving notices of and attending and voting at all meetings of the members of the Company in respect of the Shares to be transferred by such holder hereunder from the date of Completion to the day on which the Buyer or its nominee is entered in the register of members of the Company as the holder of such Shares and an irrevocable authority (in such form as the Buyer may reasonably require) authorisingPurchaser: (i) the Company original share certificate(s) relating to send any notices all the Sale Shares; (ii) duly executed original share transfer form(s) in respect of such the Sale Shares in favour of the Purchaser; (iii) letters of resignation dated as of the date of Completion, of all directors of OGM, OOM and OCM nominated or appointed by the Vendors from their positions as directors substantially in the form annexed hereto in Schedule 1; (iv) the Letter of Comfort and Undertaking duly executed by the authorised representative of The Dow Chemical Company; and (v) the Letter of Undertaking duly executed by the authorised representatives of the Vendors, The Dow Chemical Company and Global Industrial Corporation. (b) subject to the Purchaser’s receipt of all the documents listed in Clause 5.01(a) above, the Purchaser shall: (i) pay the Initial Consideration to the Vendors in accordance with Clause 3; and (ii) deliver to the Vendors a counterpart of the Letter of Undertaking and each of the Agreements for Termination of Operational Agreements duly executed by the Purchaser (where it is a party). 5.02 The Purchaser shall, within twenty one (21) days after the date of Completion, procure the board of directors of each of OGM, OOM and OCM to resolve to approve: (a) the transfer of the Sale Shares to the Buyer during Purchaser; (b) the acceptance of the resignations of the directors whose resignation letters have been delivered in accordance with Clause 5.01(a)(iii); and (c) the execution of the Agreements for Termination of Operational Agreements, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking and the transactions contemplated thereunder. 5.03 The Purchaser shall forthwith, and in any event no later than thirty (30) days, following the date of Completion, deliver to the Vendors a counterpart of each of the Agreements for Termination of Operational Agreements, New Operational Agreements, the Letter of Undertaking and the Letter of Comfort and Undertaking duly executed by OGM, OOM and OCM (as the case may be). 5.04 Following Completion, the parties agree that if the Completion Net Financial Position of OGM, OOM or OCM (as determined in accordance with Schedule 2) is different from the Benchmark Net Financial Position (as the term is defined in Schedule 2) of OGM, OOM and/or OCM (as stipulated in Schedule 2) respectively, then following Completion, Consideration 1, Consideration 2 and/or Consideration 3 shall be adjusted in accordance with the provisions of Schedule 2. 5.05 With effect from the date of Completion: (a) subject to Clause 5.05(b) and Clause 5.05(c), the Vendors and the Purchaser discharge and release each other (and their respective legal successors, shareholders, related corporations, employees, officers and directors) from the rights and obligations under the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement, and waive all claims that it has or may have against the other party (and/or its legal successors, shareholders, related corporations, employees, officers and/or directors) under or arising from the OCM Shareholders' Agreement, the OGM Shareholders’ Agreement and the OOM Shareholders' Agreement; (b) the OCM Shareholders' Agreement and the OGM Shareholders' Agreement shall be terminated but such periodtermination shall be without prejudice to: (i) the survival of Articles 7.9 and 31 (Indemnification), Articles 22 (Confidentiality), Article 23.1 (Patents), Articles 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (Governing Law); (ii) the Buyer survival of Articles 12.4 (Location of and Access to complete in such manner as it thinks fit Books/Records) and 12.8 (Other Financial Reports) only to return proxy cardsthe extent that they relate to books, consents records, documents, information and reports relating to short notice the period up to Completion and are necessary for the Vendors to have access to for purposes of its reporting and regulatory requirements; and (iii) the rights (if any) of (A) Vendor 2 and/or the Purchaser and the consequent liability of any other documents required to be signed by the registered holder of such Shares during such period; (l) the Call Option duly executed by the Seller; (m) the Inter-Creditor Deed duly executed by the Seller. 3.4.2 the Seller shall procure that a meeting party arising from any breach of the directors OCM Shareholders’ Agreement prior to the termination of each group company is properly convened the OCM Shareholders’ Agreement; and held (B) Vendor 1 and/or the Purchaser and the consequent liability of any other party arising from any breach of the OGM Shareholders’ Agreement prior to the termination of the OGM Shareholders’ Agreement, all of which shall survive termination of the shareholders’ agreements and no party discharges the other party from its liabilities and obligations stipulated in Clause 5.05(b)(i), Clause 5.05(b)(ii) and Clause 5.05(b)(iii) or waives any claims that it may have against any other party related to such meeting: (a) duly appoints as additional directors such persons as the Buyer shall nominate; (b) duly appoints as auditor such person as the Buyer shall nominate;obligations; and (c) in the case of OOM Shareholders' Agreement shall terminate as between the Company approves the registration of the transfers of the Shares referred to in sub-clauses 3.Purchaser and Vendor 2 but such termination shall be without prejudice to: (ai) the survival of Articles 7.9 and 31 (Indemnification), Article 22 (Confidentiality), Article 23.1 (Patents), Article 24.3 (Termination of Ancillary Agreements), Article 27 (Arbitration) and Article 28 (cGoverning Law); (ii) the survival of Articles 12.4 (subject Location of and Access to their being duly stamped)Books/Records) and 12.8 (Other Financial Reports) only to the extent that they relate to books, records, documents, information and reports relating to the period up to Completion and are necessary for the Vendor 2 to have access to for purposes of its reporting and regulatory requirements; and (diii) conducts unless otherwise agreed in writing between any of the parties to the OOM Shareholders’ Agreement to bind only the parties to such agreement in writing, the rights (if any) of any party to the OOM Shareholders’ Agreement and the consequent liability of the relevant party arising from any breach of the OOM Shareholders’ Agreement prior to the termination of the OOM Shareholders’ Agreement, all of which shall survive such termination of the shareholders’ agreement and no party discharges the other business as the Buyer party from its liabilities and obligations stipulated in Clause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii) or waives any claims that it may reasonably require; and that the chairman of each have against any other party related to such meeting shall sign the minutes thereof in agreed form. 3.4.3 obligations. Subject to the Seller having complied in all respects with survival and retention of its rights and obligations under this agreementClause 5.05(c)(i), Clause 5.05(c)(ii) and Clause 5.05(c)(iii), Vendor 2 shall, upon termination of the OOM Shareholders’ Agreement, cease to have any further rights or obligations under the said agreement and all such other rights that Vendor 2 may otherwise have thereunder shall to the fullest extent practicable be vested in the Purchaser with effect from Completion. For the avoidance of doubt, the Buyer provisions of this Clause 5.05(c) shall deliver be binding only as between the Purchaser and Vendor 2 and shall not in any way be construed as an obligation on the Purchaser or Vendor 2 to the Seller's Solicitors: (a) the Cash Consideration by telegraphic transfer to the client account of the Seller's Solicitors; (b) definitive certificates for the Consideration Shares (representing 10% of the issued equity share capital of the Buyer immediately following Completion) to cause such provisions be issued to the Seller in accordance with clause 2.7.3 hereof; (c) a certificate for the made binding as between Vendor Loan Notes to be issued to the Seller in accordance with clause 2.7.2 hereof, together with a certified copy of the Instrument duly executed 2 and dated and of a resolution of the board of directors of the Buyer authorising the execution of the Instrument and the issue of the Vendor Loan Notes; (d) a counterpart of the Tax Deed duly executed by the Buyer; and (e) the Call Option duly executed by the parties thereto (other than the Seller)Sasol.

At Completion. 3.4.1 The the Seller shall deliver to (or make available to the satisfaction of) the Buyershall: (a) definitive certificates for the Shares together with transfers thereof duly executed by the registered holders thereof in favour of the Buyer (6.2.1 deliver 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 cause to be his lawful attorney for the purpose of receiving notices of and attending and voting at all meetings of the members of the Company in respect of the Shares delivered to be transferred by such holder hereunder from the date of Completion to the day on which the Buyer or its nominee is entered in the register of members of the Company Target Companies (as the holder of such Shares and an irrevocable authority (in such form as the Buyer may reasonably require) authorising:applicable): (i) the Company to send any notices in respect of such Shares to the Buyer during such period; (ii) the Buyer to complete in such manner as it thinks fit and to return proxy cards, consents to short notice and any other documents required to be signed by the registered holder of such Shares during such period; (l) the Call Option duly executed by the Seller; (m) the Inter-Creditor Deed duly executed by the Seller. 3.4.2 the Seller shall procure that a meeting of the directors of each group company is properly convened and held and that such meeting: (a) duly appoints as additional directors such persons as the Buyer shall nominate; (b) duly appoints as auditor such person as the Buyer shall nominate; (c) in the case of the Company approves the registration of the transfers of the Shares referred to in sub-clauses 3. (a) and (c) (subject to their being duly stamped); and (d) conducts such other business as the Buyer may reasonably require; and that the chairman of each such meeting shall sign the minutes thereof in agreed form. 3.4.3 Subject to the Seller having complied in all respects with its obligations under this agreement, the Buyer shall deliver to the Seller's Solicitors: (a) the Cash Consideration by telegraphic transfer to the client account of the Seller's Solicitors; (b) definitive certificates for the Consideration Shares (representing 10% of the issued equity share capital of the Buyer immediately following Completion) to be issued to the Seller in accordance with clause 2.7.3 hereof; (cA) a certificate for the Vendor Loan Notes to be issued to the Seller in accordance with clause 2.7.2 hereof, together with a certified copy of the Instrument duly executed and dated and minutes of a resolution meeting or resolutions of the board of directors of the Buyer Seller (or extracts thereof) approving the sale of the Sale Shares and authorising the execution Seller to enter into and perform its obligations under this Agreement and any of the Instrument and the issue of the Vendor Loan Notesdocuments referred to in it to which it is a party; (dB) a counterpart transfers of all the Tax Deed Sale Shares each duly executed by the Seller in favour of the Buyer or its nominee together with definitive share certificates for them each showing the name of the relevant Seller as the registered holder; (C) evidence to the Buyer's reasonable satisfaction of fulfilment of Conditions 4.1; (D) the written resignations of all directors and any officer of the Target Companies (other than any director or secretary whom the Buyer may wish to remain in office) executed as a deed and waiving all claims against the Target Companies in the agreed form; (E) to the extent not in the possession of the Target Companies, all: (1) material books of account or references of customers and suppliers and other material records and all insurance policies in respect of the businesses of each of the Target Companies; (2) licences, consents, permits and authorisations obtained by or issued to each of the Target Companies; (3) books and records of each of the Target Companies relating to the employees and directors of each of the Target Companies; (4) cheque books, certificates of incorporation, common seals, and all statutory and minute books (which shall be written up to, but not including, the date of Completion) of each of the Target Companies together with all unused share certificates; and (e5) title deeds, leases, licences and documents relating to each of the MPP Project Vessels and the title of the Target Companies to each of the MPP Project Vessels; 6.2.2 procure that the following business is transacted at meetings of the directors of each of the Target Companies: (A) the Call Option duly executed directors of each of the Target Companies shall approve the respective registration of the transfers of the Sale Shares to the Buyer or its nominee and the entry of the transferee in the register of members of each of the Target Companies; and (B) any person nominated by the parties thereto (Buyer for appointment as a director or other than officers of each of the Target Companies shall be so appointed; 6.2.3 procure such waivers and consents as may be necessary to enable the Buyer to become the registered holder of all the Sale Shares; 6.2.4 novate and transfer to the Buyer, the Shareholder’s Loans between the Seller and the Target Companies, which novation and transfer agreements shall be in the form satisfactory to the Buyer; 6.2.5 take such steps as are required to transfer the Sale Shares, including registering the transfer of the Sale Shares pursuant to this Agreement in the share register of the Target Companies, reflecting the transfer of the Sale Shares to the Buyer and the cancellation of the documents of title in relation to the Sale Shares, if any, issued to the Seller).;

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 Vendor shall do or procure the registered holders thereof carrying out of all those things listed in favour paragraph ‎1 of the Buyer (or as it may direct)‎Schedule 2; (b) such consents the Purchaser shall do or documents (if any) as may reasonably be required to give evidence procure the carrying out of the title all those things listed in paragraph ‎2 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 Completion‎Schedule 2; (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 receiving notices of and attending and voting at all meetings of the members of the Company in respect of the Shares to be transferred by such holder hereunder from the date of Completion to the day on which the Buyer or its nominee is entered in the register of members of the Company as the holder of such Shares and an irrevocable authority (in such form as the Buyer may reasonably require) authorisingparties shall procure that: (i) the Company to send any notices in respect of such Shares to the Buyer during such period; (ii) the Buyer to complete in such manner as it thinks fit board resolutions and to return proxy cardsshareholder resolutions, consents to short notice and any other documents required to be signed by the registered holder of such Shares during such period; (l) the Call Option duly executed by the Seller; (m) the Inter-Creditor Deed duly executed by the Seller. 3.4.2 the Seller shall procure that a meeting of the directors if required, of each group company is properly convened and held and that such meetingGroup Company are passed: (a) duly appoints as additional directors such persons as the Buyer shall nominate; (b) duly appoints as auditor such person as the Buyer shall nominate; (cA) in the case of the Company approves Company, solely: (I) approving the Change of Ownership, the issuance of share certificates in the name of the Purchaser and the registration in the books of the transfers Company of the Shares Purchaser as the registered owner of the Shares; and (II) approving the change of name of the Company to “Nakilat Maritime Corporation”; (B) accepting the resignations of the officers of such Group Company as are referred to in sub-clauses 3.paragraphs ‎1.1(d) and ‎2.1(b)(v) of ‎Schedule 2; (aC) accepting the appointment of the following as the officers of each Group Company: (I) Abdullah Al-Sulaiti – Director / President; (II) ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ – Director / Vice President; (III) ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ – Director; and (IV) ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ – Director, and (D) approving the entry into any documents required to be entered into in connection with the transactions contemplated by this Agreement; (ii) each applicable Group Company duly executes: (A) a counterpart of the deed of amendment in respect of the applicable Charter Agreement, as duly executed by the Charterer; (B) a counterpart of the deed of amendment and restatement in respect of the applicable Ship Management Agreement, as duly executed by Nakilat Shipping (cQatar) Limited; and (subject to their being C) a counterpart of the deed of amendment and restatement in respect of the Accounting and Financial Services Agreement, as duly stampedexecuted by Nakilat Shipping (Qatar) Limited; (iii) a notification of the Change of Ownership is immediately delivered to: (A) the Agent and the Security Trustee under each of the Senior Facilities Agreement and the Junior Facilities Agreement; and (B) the Charterer; (iv) Qatar Gas Transport Company Limited (Nakilat) duly executes a counterpart of the deed of amendment in respect of each of the four guarantees granted by it in favour of the Charterer, as duly executed by the Charterer; and (v) a copy of: (A) each deed of amendment in respect of each of the guarantees granted by Qatar Gas Transport Company Limited (Nakilat), in favour of the Charterer duly executed by each of the Charterer and Qatar Gas Transport Company Limited (Nakilat); and (dB) conducts such other business as the Buyer may reasonably require; and that the chairman each deed of amendment in respect of each such meeting shall sign the minutes thereof in agreed form. 3.4.3 Subject to the Seller having complied in all respects with its obligations under this agreement, the Buyer shall deliver to the Seller's Solicitors: (a) the Cash Consideration by telegraphic transfer to the client account of the Seller's Solicitors; (b) definitive certificates for the Consideration Shares (representing 10% of the issued equity share capital of the Buyer immediately following Completion) to be issued to the Seller in accordance with clause 2.7.3 hereof; (c) a certificate for the Vendor Loan Notes to be issued to the Seller in accordance with clause 2.7.2 hereof, together with a certified copy of the Instrument duly executed and dated and of a resolution of the board of directors of the Buyer authorising the execution of the Instrument and the issue of the Vendor Loan Notes; (d) a counterpart of the Tax Deed Charter Agreement duly executed by each of the Buyer; and (e) Charterer and the Call Option duly executed by applicable Subsidiary, is immediately delivered to the parties thereto (other than the Seller)Charterer.

At Completion. 3.4.1 5.2.1 The Seller Vendors shall deliver to (or make available procure the delivery to the satisfaction of) the Buyer:Purchaser of:- (a) definitive certificates for the Shares together with transfers thereof duly executed by the registered holders thereof in favour respect 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 Contract Shares, transfers duly executed by the registered holders thereof in favour of the Buyer Purchaser and/or its nominee together with any powers of attorney pursuant to which any such transfers have been executed; (b) all share certificates in respect of the Contract Shares and the Subsidiaries; (c) irrevocable powers of attorney, in the Agreed Form, appointing the Purchaser (or such other person as it may the Purchaser shall direct) to exercise all voting and other rights attached to the Contract Shares (including the appointment of any shares in any group company which are not registered proxies) and Shares in the name Subsidiaries pending registration of another group companythe transfers; (d) written resignations the statutory books and common seal, cheque and paying in books (if any) of such directors of each group company as the Buyer may request from their respective offices Company, DHL, SSL and from any other offices or employments in or with each group companythe Subsidiaries and the leases and all ancillary documentation relating to the Properties; (e) a certificate of non-crystallisation, in the written resignation (Agreed Form, from the holders of the floating charges detailed in duplicateparagraph 11(A) of Part 2A of the auditors Schedule and paragraph 11 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 Part 2D of the relevant group company, whether in respect of fees or otherwiseSchedule; (f) releases releases, in agreed form executed as a deed by the directors referred to Agreed Form, from the holders of the floating charge detailed in sub-clause (dparagraph 11(A) above of each group company, releasing each group company from all claims whether by way Part 2A of compensation, remuneration, redundancy payments, pension rights or otherwise, except only for accrued remuneration the Schedule and reimbursable business expenses (if any) up to Completionparagraph 11 of Part 2D of the Schedule; (g) a release of each guarantee and indemnity given by the Tax DeedCompany, DHL, SSL or the Subsidiaries in respect of the obligations of a Vendor and/or his Associates; (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 and other institutions with which the Company, DHL, SSL or the Subsidiaries has an account or with which the Company, DHL, SSL or the Subsidiaries has placed funds or to which it is indebted, showing the amount due to or by the Company, DHL, SSL or the Subsidiaries as 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 last Business Day prior to Completionthe Completion Date, together with reconciliations of these balances to the balance(s) shown by the cash book(s) of the Company, DHL, SSL and the Subsidiaries such reconciliations showing all payments into and out of such accounts which are not reflected in such statements; (i) written confirmation from the Vendors that there are no subsisting guarantees given by any Group Company in their favour or in respect of any of their indebtedness and that none of the Vendors is indebted to any Group Company or vice versa; (j) all cheque books and bank mandates of each group company and all charge, credit or cash cards issued in at the name premises of the Company (if any);all contractual documents, deeds, documents of title and documents constituting security for loans and all similar papers held by or on behalf of the Company or any of the Group Companies; and (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 receiving notices of and attending and voting at all meetings of the members of the Company in respect of the Shares to be transferred by such holder hereunder from the date of Completion to the day on which the Buyer or its nominee is entered in the register of members of the Company as the holder of such Shares and an irrevocable authority (in such form as the Buyer may reasonably require) authorising: (i) the Company to send any notices in respect of such Shares to the Buyer during such period; (ii) the Buyer to complete in such manner as it thinks fit and to return proxy cards, consents to short notice and any other documents required to be signed by the registered holder of such Shares during such period; (l) the Call Option Tax Covenant duly executed by the Seller; (m) the Inter-Creditor Deed duly executed by the SellerCovenantors. 3.4.2 the Seller 5.2.2 The Vendors shall procure that a meeting of the directors of each group company is properly convened and Datavault Directors shall be held and that at such meeting:meeting:- (a) duly appoints as additional directors such persons as a resolution shall be passed adopting the Buyer shall nominate; (b) duly appoints as auditor such person as Bonus Award Scheme and the Buyer shall nominate; (c) letter of undertaking in the case form set out in the appendices to the rules of the Company approves the registration Bonus Award Scheme, shall be signed by two Datavault Directors and, following two directors of the transfers of Purchaser countersigning these letters pursuant to Clauses 5.2.6, the Shares referred to in sub-clauses 3. (a) and (c) (subject to their being duly stamped); and (d) conducts such other business as the Buyer may reasonably require; and that the chairman of each such meeting letter shall sign the minutes thereof in agreed form. 3.4.3 Subject be delivered to the Seller having complied in all respects with its obligations under this agreement, the Buyer shall deliver to the Seller's Solicitors: (a) the Cash Consideration by telegraphic transfer to the client account of the Seller's Vendors' Solicitors; (b) definitive certificates for the Consideration Shares (representing 10% transfers in respect of the issued equity share capital of Datavault Contract Shares will be approved by the Buyer immediately following Completion) Directors for registration, without fee, subject only to be issued to the Seller in accordance with clause 2.7.3 hereofbeing duly stamped; (c) the secretary of the Company and each of the Datavault Directors shall resign from office as such and from all other offices and employments which he may have with the Company (in each case, with effect from the conclusion of the meeting) and shall each deliver a certificate for letter of resignation and, where appropriate, compromise agreement (in each case, in the Vendor Loan Notes to be issued Agreed Form) to the Seller in accordance with clause 2.7.2 hereof, together with a certified copy of the Instrument duly executed and dated and of a resolution of the board of directors of the Buyer authorising the execution of the Instrument Company and the issue Company and each of ▇▇. ▇▇▇▇▇▇-Menteth, ▇▇. ▇▇▇▇▇▇ and Mr. Price shall enter into the Vendor Loan NotesConsultancy Agreements; (d) a counterpart of the Tax Deed duly executed by the Buyer; and (e) the Call Option duly executed by the parties thereto (other than the Seller).

At Completion. 3.4.1 The Seller the Sellers shall deliver to (or make available to the satisfaction of) the Buyer: (a) definitive certificates for the share transfer forms in respect of all the Shares together with transfers thereof duly executed by the registered holders thereof Sellers and the Non-Family Shareholders in favour of the Buyer (or as it may direct)Buyer; (b) such consents or documents (if any) as may reasonably be required to give evidence a share transfer agreement in respect of the title Shares drawn up for the purpose of filing before the transferor to Tax Authorities duly executed by 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 CompletionParties; (c) definitive certificates for an agreement reproducing the whole relevant sections of this Agreement signed by the issued share capital of each group company (other than Non Family Shareholders selling their shares in 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 the share transfer register and shareholders registers of such directors the Company showing the transfer of each group company the Shares as well as the Buyer may request from their respective offices share transfer registers and from any other offices or employments in or with each group companyshareholders registers of the Subsidiaries; (e) the written letters of resignation of all the corporate officers (in duplicatemandataires sociaux) of the auditors Companies, the names of each group company whom are provided by Buyer to Sellers at least ten (10) Days prior to take effect from Completion) together with a statement complying with section 394(1) Companies ▇▇▇ ▇▇▇▇ and an acknowledgement , confirming that they the resigning officers have no claims claims, financial or otherwise as corporate officers against the relevant group company, whether in respect of fees or otherwiseCompanies; (f) releases in agreed form executed as a deed by signed minutes of the directors general meetings of shareholders (or members) of the Companies to take place on Completion on the agenda 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 Clauses 4.1.6 and reimbursable business expenses (if any) up to Completion4.1.7 above; (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 receiving notices of and attending and voting at all meetings of the members of the Company in respect of the Shares to be transferred by such holder hereunder from the date of Completion to the day on which the Buyer or its nominee is entered in the register of members of the Company as the holder of such Shares and an irrevocable authority (in such form as the Buyer may reasonably require) authorising: (i) the Company to send any notices in respect of such Shares to the Buyer during such period; (ii) the Buyer to complete in such manner as it thinks fit and to return proxy cards, consents to short notice and any other documents required to be signed by the registered holder of such Shares during such period; (l) the Call Option duly executed by the Seller; (m) the Inter-Creditor Deed duly executed by the Seller. 3.4.2 the Seller shall procure that a meeting of the directors of each group company is properly convened and held and that such meeting: (a) duly appoints as additional directors such persons as the Buyer shall nominate; (b) duly appoints as auditor such person as the Buyer shall nominate; (c) in the case of the Company approves the registration of the transfers of the Shares referred to in sub-clauses 3. (a) and (c) (subject to their being duly stamped); and (d) conducts such other business as the Buyer may reasonably require; and that the chairman of each such meeting shall sign the minutes thereof in agreed form. 3.4.3 Subject to the Seller having complied in all respects with its obligations under this agreement, the Buyer shall deliver to the Seller's Solicitors: (a) the Cash Consideration by telegraphic transfer to the client account of the Seller's Solicitors; (b) definitive certificates for the Consideration Shares (representing 10% of the issued equity share capital of the Buyer immediately following Completion) to be issued to the Seller in accordance with clause 2.7.3 hereof; (c) a certificate for the Vendor Loan Notes to be issued to the Seller in accordance with clause 2.7.2 hereof, together with a certified copy of the Instrument duly executed and dated and of a resolution minutes of the board of directors of the Buyer authorising Company containing the execution approval of the Instrument transfer of the Shares in favour of the Buyer and the issue Buyer's designees, the identity of the Vendor Loan Noteswhich will be given at least 10 days before Completion; (dh) a counterpart 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 Tax Deed duly executed 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 Buyer; andSellers and the escrow agent; (ej) a certified copy of the Call Option duly executed by 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 thereto 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 later than 30 June 2002) for no less than the Selleramount in aggregate set out in Schedule 4.3.1 (m); it being specified that no warranty shall be provided concerning the Excluded Businesses sold to the Sellers' Affiliates and that warranties concerning the Excluded Businesses sold to third parties not being a Sellers' Affiliate will be allowed since the Sellers will indemnify the Companies as set out in Clause 8.1.1 (c).