Common use of Closing Mechanism Clause in Contracts

Closing Mechanism. 5.1 Closing shall take place on or about October 15, 2012, or such other date as may mutually agreed between the Acquirer and the Company in writing (“Closing Date”), provided that such date shall not be later than the expiry of thirty (30) days from the date of this Agreement, at the offices of the Company or such other address as the Parties may agree. 5.2 On the Closing Date, the following actions shall occur in the following order: (i) The Acquirer shall remit the Consideration to the Company in accordance with Clause 3; (ii) The Company shall convene a meeting of its board of directors, or a duly authorised committee thereof, at which resolutions shall be passed for issuance and allotment of the Shares to the Acquirer and certain persons will be authorised to perform all actions to effect such resolution, including but not limited to making necessary entries in the Company’s register of members to record the issuance of the Shares in the name of the Acquirer and undertake all other actions that may be required under the memorandum of association and articles of association of the Company or any Applicable Law for the time being in force, for the consummation of the transaction contemplated in this Agreement; (iii) The Company shall deliver a certified true copy of the resolution passed by the board of directors of the Company allotting the Shares, along with a letter of allotment evidencing the allotment of the Shares to the Acquirer; and (iv) The Company shall initiate the process of duly stamping the share certificate(s) evidencing the Shares (the stamp duty expenses in respect of which shall be borne by the Acquirer) in accordance with the procedures prescribed under Applicable Law. 5.3 The Company shall extend all necessary cooperation to the Acquirer, including execution of documents, deeds and undertakings, as required in respect of the issuance of the Shares by the Company to the Acquirer, in accordance with the terms of this Agreement.

Appears in 1 contract

Sources: Share Subscription Agreement (Amira Nature Foods Ltd.)

Closing Mechanism. 5.1 Closing shall take place on or about October 15[·], 2012, or such other date as may mutually agreed between the Acquirer and the Company in writing (“Closing Date”), provided that such date shall not be later than the expiry of thirty (30) days from the date of this Agreement, i.e. not later than [·], 2012, at the offices of the Company or such other address as the Parties may agree. 5.2 On the Closing Date, the following actions shall occur in the following order: (i) The Acquirer shall remit the Consideration to the Company in accordance with Clause 3; (ii) The Company shall convene a meeting of its board of directors, or a duly authorised committee thereof, at which resolutions shall be passed for issuance and allotment of the Shares to the Acquirer and certain persons will be authorised to perform all actions to effect such resolution, including but not limited to making necessary entries in the Company’s register of members to record the issuance of the Shares in the name of the Acquirer and undertake all other actions that may be required under the memorandum of association and articles of association of the Company or any Applicable Law for the time being in force, for the consummation of the transaction contemplated in this Agreement;; and (iiia) The Company shall deliver a certified true copy of the resolution passed by the board of directors of the Company allotting the Shares, along with a letter of allotment evidencing the allotment of the Shares to the Acquirer; and (iv) The Company shall initiate the process of duly stamping the executed and stamped share certificate(s) certificates evidencing the Shares (the stamp duty expenses in respect of which shall be borne by the Acquirer) in accordance with to the procedures prescribed under Applicable LawAcquirer. 5.3 The Company shall extend all necessary cooperation to the Acquirer, including execution of documents, deeds and undertakings, as required in respect of the issuance of the Shares by the Company to the Acquirer, in accordance with the terms of this Agreement.

Appears in 1 contract

Sources: Share Subscription Agreement (Amira Nature Foods Ltd.)