Common use of At Completion Clause in Contracts

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. (a) the parties shall enter into Joint Liquidators and/or the Company will procure the execution of the instruments of transfer and complete bought and sold notes in respect of the Purchase AgreementScheme Shares by an agent duly authorised on behalf of the holders of the Scheme Shares pursuant to the Court Order for the purpose of effecting the transfer of the Scheme Shares to the Company pursuant to Clause 2.1(a); (b) the Shareholders Company shall allot and Authoriszor shall procure that there shall be duly convened and held a meeting of issue the board of Directors of the Company to transact and unanimously resolve upon the business, Shares as set out in Schedule 5 Clauses 2.1(b), 2.2(a), 2.2(b), and shall procure the passing of the resolutions set out in Schedule 32.3(b); (c) the Acquisition Agreement shall be completed in respect of the Initial Subscription Authoriszor shall deliver or cause to be delivered to accordance with its terms and the Company an application for shall allot and issue the allotment to Authoriszor of 139,168 "D" Ordinary Shares ("Initial Subscription Shares"on the basis set out in Clauses 2.3(a) duly signed and the Preference Shares on behalf of Authoriszor together with a bankers draft (or such other form of payment as the Company may agree) basis set out in respect of the total Subscription price for such Initial Subscription Shares of (pound)250,0002.3(c); (d) the Company shall allot enter the names of the holders of the Shares and issue Preference Shares allotted and issued pursuant to Clause 4.2(b) and 4.2(c) into the Initial Subscription Shares to Authoriszor upon payment being received by register of members of the Company and the Company shall register Authoriszor as the holder (without payment of the Initial Subscription Sharesany registration fee, and shall prepare and deliver to Authoriszor share certificates in respect thereofif any); (e) AL the Company shall procure that valid share certificates in respect of the Shares (each in a form complying with the Listing Rules) shall be issued and ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall execute despatched to the allottees pursuant to the allotment referred to in Clause 4.2(b) and exchange the Service Agreement4.2(c); (f) ▇▇▇▇ ▇▇▇▇▇ the Company shall be appointed deliver the relevant instrument of transfer and bought and sold note duly executed by the Company for the transfer of its entire holding of Scheme Shares for a "D" Director pursuant total consideration of HK$1.00 to the Articles of Association and on Joint Liquidators or their nominee to be held by them as trustee for the terms set out in Clause 4Admitted Creditors; (g) the statutory books of Joint Liquidators and/or the Company shall use their respective best endeavours to procure the withdrawal of the listing of the Scheme Shares from the Stock Exchange within five (5) days from Completion which date shall, subject to approval by the Stock Exchange, be delivered a date not later than the second business day immediately prior to Authoriszor;the date of listing of the Shares; and (h) Inc. shall procure that any relevant provision of the sum of(pound)828,325 Preliminary Agreement shall be paid into observed, in particular, Clause 5(a) of 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. Preliminary Agreement in favour of Albatronics, save to the Shareholders in terms reasonably satisfactory thereto which Inc. shall use its reasonable endeavours extent such transactions may already have occurred prior to procure as soon as reasonably possibleCompletion. (i) Inc. shall execute and deliver to the Shareholders the Charge.

At Completion. 21 (a) the parties Seller shall enter into deliver to the Buyer Parties, or procure the delivery to the Buyer Parties of, the documents and complete the Purchase Agreement other items referred to in Schedule 3; (b) the Shareholders Seller and Authoriszor the Buyer shall jointly procure that there shall be duly convened and held a meeting of the board of Directors directors of the Company to transact and unanimously resolve upon the business, set out in Schedule 5 and at which there shall procure the passing of be duly passed the resolutions set out and contained in Schedule 3; the board minutes of the Company including (without limitation) resolutions for the appointment of the persons nominated by the Buyer as directors of the Company as set out in the Shareholders' Agreement, for the approval of the transfer of the Shares to the Buyer and to issue a share certificate for the Shares to the Buyer (subject to receipt of a stamped stock transfer form), for the approval and execution of the Shareholders’ Agreement and the adoption of the New LTIP in a form consistent with the New LTIP Term Sheet in replacement of the Existing LTIP; (c) in respect of the Initial Subscription Authoriszor Buyer Parties shall deliver or cause to be delivered to the Company an application for Seller, or procure the allotment delivery to Authoriszor of 139,168 "D" Ordinary Shares ("Initial Subscription Shares") the Seller of, the Shareholders’ Agreement and the Put and Call Option Deed both duly signed on behalf of Authoriszor together with a bankers draft (or such other form of payment as executed by the Company may agree) in respect of the total Subscription price for such Initial Subscription Shares of (pound)250,000; Buyer Parties; (d) the Company Buyer Parties shall allot and issue pay 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 Completion Payment to the Articles Seller by way of Association and on the terms set out in Clause 4; (g) the statutory books transfer 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. immediately available funds 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 account notified to the Shareholders the Charge.Buyer Parties; and

At Completion. (a) each Seller shall release their stock transfer form(s) and transfer the parties shall enter into and complete the Purchase AgreementSale Shares to UM; (b) the Shareholders and Authoriszor shall procure that there shall be duly convened and held a meeting of the board of Directors directors of the Company to transact shall be held and unanimously resolve upon board minutes shall be approved and signed by the business, set out in Schedule 5 and shall procure the passing chairman of the meeting (or written resolutions set of the board of directors of the Company shall be entered into by each director) pursuant to which the Company shall: (i) ratify the terms of the Company Resolutions and the New Articles and the circulation of these to the Sellers; (ii) ratify the terms of and entry into this Agreement; (iii) approve the terms of and entry into each of the documents to be entered into by the Company which are referred to herein as being in agreed form; (iv) subject to receipt of the stock transfer forms in relation to the Sale Shares duly stamped and (where appropriate) adjudicated: (A) register the transfer of the Sale Shares from the Sellers to UM; (B) cancel the share certificates held by the Sellers in respect of the Sale Shares; and (C) execute and deliver share certificate(s) to UM for the Sale Shares; (v) approve the resignation of the Resigning Directors as directors of the Company; (i) approve the form of and entry into the Director Deed of Indemnity with each New Director; (vi) approve the appointment of the New Directors as directors of the Company; (vii) amend the accounting reference date to 31 December; and (viii) pass any such other resolutions as may be required to carry out in Schedule 3the obligations of the Company under this Agreement; (c) in respect a meeting of the Initial Subscription Authoriszor Board shall deliver or cause to be delivered to held and board minutes shall be approved and signed by the Company an application for chairman of the allotment to Authoriszor of 139,168 "D" Ordinary Shares ("Initial Subscription Shares") duly signed on behalf of Authoriszor together with a bankers draft meeting (or such other form of payment as the Company may agree) in respect written resolutions 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) ▇▇▇▇ ▇▇▇▇▇ Board shall be appointed a "D" Director entered into by each 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.UM shall: (i) Inc. shall execute ratify the terms of the UM Resolutions and deliver the circulation of these to the Shareholders shareholders of UM eligible to vote on each; (ii) ratify the Charge.terms of and entry into this Agreement and the Disclosure Letter;

At Completion. the Sellers shall deliver to the Buyer: (a) duly completed and executed transfers of the parties shall enter into and complete Shares in favour of the Purchase AgreementBuyer or as it directs; (b) the Shareholders and Authoriszor shall procure that there shall be duly convened and held a meeting of certificates for 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 3Shares; (c) the resignations of each of the directors of the English Companies other than MW and the secretary of each of the English Companies in the agreed form from their respective offices and (save in the case of AG) employment with each of the English Companies containing a written acknowledgement by deed from each of them that he has no claim against any member of the Target Group on any grounds whatsoever; (d) a letter of non-crystallisation from Clydesdale Bank plc t/a Yorkshire Bank in respect of the Initial Subscription Authoriszor shall deliver or cause to be delivered to floating charges over the Company an application for Target; (e) the allotment to Authoriszor Letter of 139,168 "D" Ordinary Shares ("Initial Subscription Shares") Instruction 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 Warrantors 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 AgreementSellers’ Solicitors; (f) ▇▇▇▇ ▇▇▇▇▇ shall be appointed a "D" Director pursuant to the Articles Bamboo Documents duly executed on behalf of Association and on the terms set out in Clause 4Oakley; (g) the statutory books Deed of Release of Intra Group Indebtedness duly executed by the Company shall be delivered to AuthoriszorSellers and any of their Associates; (h) Inc. the Deed of Termination which shall procure that have been duly executed by the sum of(pound)828,325 shall be paid into the Blocked Account provided always that such sum shall be released parties thereto and dated prior 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.Completion; (i) Inc. the Service Agreements duly executed by the parties thereto; (j) as evidence of the authority of each person entering into an agreement or document on behalf of Oakley Capital GP Limited, a copy of a resolution of the board of directors of such company conferring such authority; (k) the Exercise Notices duly executed by all the Optionholders; and (l) a copy of the power of attorney under which AG shall execute and deliver to the Shareholders the Chargethis agreement on behalf of CK.

At Completion. (a) the parties Buyer shall enter into deliver to the Seller a copy of the Retention Account Instruction Letter signed by or on behalf of the Buyer and complete S & I Properties and the Purchase AgreementProperty Transfer Agreement signed by or on behalf of S & I Properties; (b) the Shareholders Buyer shall pay the Retention Sum into the Retention Account whereupon the provisions of clause 6 shall apply to such sum 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 3such account; (c) the Seller, the Buyer and S & I Properties shall give joint written instructions to the Seller’s Solicitors and the Buyer’s Solicitors in respect terms 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") Retention Account Instruction Letter duly signed on behalf of Authoriszor together with a bankers draft (or such other form of payment as in the Company may agree) in respect of the total Subscription price for such Initial Subscription Shares of (pound)250,000agreed form; (d) the Company Seller, the Buyer and S & I Properties shall allot and issue each deliver to the Initial Subscription Shares to Authoriszor upon payment being received by the Company and the Company shall register Authoriszor as the holder other a copy of the Initial Subscription Shares, and shall prepare and deliver to Authoriszor share certificates in respect thereofRetention Account Instruction Letter signed by it; (e) AL the Buyer shall deliver to the Seller a copy of the minutes of a meeting of the directors authorising the execution by the Buyer of this Agreement and ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall execute and exchange the Service any other documents arising out of or in connection with this Agreement;; and (f) ▇▇▇▇ ▇▇▇▇▇ the Seller shall be appointed a "D" Director pursuant delivery to the Articles Buyer a copy of Association the minutes of a meeting of the directors authorising the execution by the Seller of this Agreement and on the terms set any other documents arising out of or in Clause 4connection with this Agreement; (g) the statutory books Buyer shall deliver to the Seller a copy of the Company shall be delivered to Authoriszorminutes of a meeting of the directors authorising the execution by S & I Properties of the Property Transfer Agreement and any other documents arising out of or in connection with it; (h) Inc. the Buyer 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. deliver to the Shareholders in terms reasonably satisfactory thereto which Inc. shall use its reasonable endeavours to procure as soon as reasonably possible.Seller the B▇▇▇▇▇ Guarantee duly executed by the Buyer; and (i) Inc. shall execute and deliver to the Shareholders the ChargeProperty Guarantee duly executed by S & I Properties.

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 32; (cb) 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 139,168 840,000 "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 the "D" Ordinary Shares of (pound)250,000<378,000; (dc) the Company shall allot and issue the Initial Subscription "D" Ordinary Shares to Authoriszor upon payment being received by the Company and the Company shall register Authoriszor as the holder of the Initial Subscription "D" Shares, and shall prepare and deliver to Authoriszor share certificates in respect thereof; (d) the Company and Authoriszor shall execute the Loan Agreement and Authoriszor shall pay to the Company the sum of <122,000 being the amount of the first draw down under the Loan Agreement; (e) AL the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall execute and exchange the Service Agreement; (f) ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ shall execute and exchange the Service Agreements; (f) ▇▇▇ ▇▇▇▇▇▇▇ shall be appointed a the "D" Director pursuant to the Articles of Association and on the terms set out in Clause 4; (g) The Company and AL shall enter into the statutory books of the Company shall be delivered to Authoriszor;AL Loan Variation; and (h) Inc. shall procure that Authoriszor and 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. Company shall execute and deliver to the Shareholders the ChargeDeed of Covenant.

At Completion. the Parties shall perform or procure to be performed the following actions, it being understood and agreed that (ai) any documents or items referred to below, which have already been executed or delivered before Completion, shall be deemed to have been executed or delivered at Completion, (ii) each of the parties actions below shall enter into be conditional upon all other actions occurring at Completion and complete (iii) any such actions will be deemed to have occurred in the Purchase Agreementfollowing order: (b) 5.2.1 the Shareholders and Authoriszor Investor shall procure that there shall be duly convened and held a meeting the transfer of the board Contribution referred to in Clause 2.2 to the Notary's Bank Account; 5.2.2 The Parties and the Notary shall execute the Notary Letter; 5.2.3 the Notary shall confirm, that the Contribution is received in the Notary's Bank Account; 5.2.4 the Company shall deliver or procure the delivery to the Notary of Directors the original shareholders' register of the Company to transact and unanimously resolve upon such other documents as may be required by the business, set out in Schedule 5 and shall procure the passing Notary; 5.2.5 each of the resolutions set out in Schedule 3Parties and the Company shall deliver to the Notary an executed and, if required by the Notary, legalized and apostilled power of attorney to execute the Deeds; (c) in respect of 5.2.6 the Initial Subscription Authoriszor Company shall deliver or cause to be delivered to procure the delivery of a shareholders' resolution of the Company an application for approving the allotment to Authoriszor entering into 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 this Agreement and the Company may agree) in respect of the total Subscription price for such Initial Subscription Shares of (pound)250,000Transaction contemplated thereby; (d) the Company shall allot and issue the Initial Subscription Shares to Authoriszor upon payment being received by 5.2.7 the Company and the Company Founders shall register Authoriszor as execute the holder Management Agreements; 5.2.8 the Parties shall deliver and release a duly executed copy of the Initial Subscription Shares, and shall prepare and deliver shareholders agreement in the agreed form attached to Authoriszor share certificates in respect thereofthis Agreement as Schedule 6 (Shareholders Agreement) (the Shareholders Agreement); (e) AL 5.2.9 the Parties thereto shall deliver and ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall execute and exchange release a duly executed copy of the Service Asset Purchase Agreement; 5.2.10 the Notary shall execute the Deed of Issuance of Ordinary Shares, in the agreed form attached hereto as Schedule 5 (f) ▇▇▇▇ ▇▇▇▇▇ Deed of Issuance Ordinary Shares); 5.2.11 the Notary shall be appointed a "D" Director pursuant to execute the Deed of Transfer, in the agreed form attached hereto as Schedule 17 (Deed of Transfer); 5.2.12 the Notary shall execute the Deed of Amendment of the Articles of Association and on attached to this Agreement as Schedule 8 (Deed of Amendment AoA); and 5.2.13 the terms set out Notary shall execute the Deed of Issuance of Investor Shares, in Clause 4the agreed form attached hereto as Schedule 12 (Deed of Issuance Investor Shares); 5.2.14 the Notary shall execute the Deed of Issuance Manager Shares, in the agreed form attached hereto as Schedule 13 (g) Deed of Issuance Manager Shares); 5.2.15 the statutory books Notary shall register the issuance of Ordinary Shares to Automotive pursuant to the Deed of Issuance Ordinary Shares, the issuance of the Investor Shares to the Investor pursuant to the Deed of Issuance of Investor Shares and the issuance of the Manager Shares pursuant to the Deed of Issuance Manager Shares in the shareholders register and deliver the register to the Company; 5.2.16 the Notary shall release the Contribution to the bank account of the Company shall be delivered to Authoriszorin accordance with the Notary Letter; (h) Inc. 5.2.17 the Notary shall procure that register the sum of(pound)828,325 shall be paid into Investor and 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 Participating Shareholder as shareholder in the Shareholders in terms reasonably satisfactory thereto which Inc. shall use its reasonable endeavours to procure as soon as reasonably possibleshareholders' register. (i) Inc. shall execute and deliver to the Shareholders the Charge.