Completion Actions Clause Samples

Completion Actions. On the Completion Date but after the payment of the Consideration Payment in accordance with Clause 12.2, the following actions will be taken, each such action being conditional upon all actions having occurred in the sequence set out below: (a) the Sellers shall deliver evidence that the capital structure of the Company has been amended, inter alia by amending the Articles of Association in the agreed form attached hereto as Annex 12.3; (b) the Sellers shall deliver to SFX an estimated balance sheet as per the Completion Date; (c) the Sellers shall deliver to the Notary the shareholders register of the Company which reflects the Sellers as the owner of the Shares without any Encumbrances; (d) the Sellers shall deliver to the Purchaser the written resignation of the sole member of the management board of the Company from its office as a member of the management board, with effect as of immediately after Completion in acknowledging that it relinquishes any rights that it may have under any contract of employment with the Company or under any statutory provision including any right to damages for wrongful dismissal, redundancy payment or compensation for loss of office or unfair dismissal; (e) the Sellers shall pass a written shareholders’ resolution of the Company (i) accepting the resignation of and giving full discharge (décharge) to the resigning management board member and (ii) appointing ▇▇ ▇. Hardenberg and ▇▇ ▇. Lewis as members of the management board of the Company all with effect as of immediately after Completion; (f) the Sellers shall deliver to the Purchaser a written statement that, with effect as of Completion (i) all indebtedness owed to any of the Group Companies by either any of the Sellers or any Related Person of the Sellers, as applicable and (ii) all indebtedness owed by any of the Group Companies to either any of the Sellers or any Related Person of the Sellers, as applicable, has been fully paid, except with regard to any (x) indebtedness owed to or by ▇▇▇▇▇ ▇▇▇▇▇ Production B.V. and/or its affiliates in the ordinary course of business, (y) indebtedness up to a total amount of EUR 25,000 (in words: twenty-five thousand euro) per Seller and / or (z) indebtedness as expressly provided otherwise in this Agreement; (g) the Sellers shall deliver to the Notary powers of attorney duly executed on behalf of each of the Sellers and the Company, respectively, and the Purchaser shall deliver to the Notary a power of attorney duly executed on be...

Completion Actions. On Completion: (a) the Seller shall: (i) deliver, or procure the delivery of, the documents and Assets set out in Part 1A of Schedule 2 to the Purchaser; and (ii) comply, or procure compliance, with the obligations set out in that part; and (b) the Purchaser shall: (i) deliver, or procure the delivery of, the documents set out in Part 2 of Schedule 2 to the Seller; and (ii) comply, or procure compliance, with the obligations set out in that part.

Completion Actions. 4.2.1. On the Completion Date, the Seller shall deliver to the Purchaser, a copy of the populated irrevocable and unconditional delivery instruction slip instructing the depository participant to debit the Sale Shares from the Seller’s Demat Account and to credit the Sale Shares to the Purchaser’s Demat Account. 4.2.2. On the Completion Date, the Purchaser shall issue irrevocable instructions to its respective banker to remit by wire transfer, the Sale Consideration to the Seller’s Bank Account and cause its banker to issue the Unique Transaction Reference number (“UTR”) evidencing remittance of the Sale Consideration to Seller’s Bank Account and shall provide a copy of such instructions and UTR to the Seller. 4.2.3. Immediately upon receipt of the UTR referred to in Clause 4.2.2, the Seller shall deliver to its depository participant duly signed, irrevocable and unconditional delivery instruction slips instructing them to debit the Sale Shares held by it from the Seller’s Demat Account and to credit the Sale Shares to the Purchaser’s Demat Account and shall provide the Purchaser with a copy of the irrevocable delivery instructions slip along with a copy of the acknowledgement provided by the depository participant in connection with receipt of such signed delivery instruction slip. 4.2.4. For the avoidance of doubt, the actions/transactions contemplated in Clauses 4.2.1 to 4.2.3 shall be deemed to occur simultaneously.

Completion Actions. On the Completion Date: (a) the Seller shall deliver to the Purchaser written confirmation that the Seller Conditions Precedent have been fulfilled; (b) the Purchaser shall deliver to the Seller written confirmation that the Purchaser Conditions Precedent have been fulfilled; (c) the Seller shall deliver to the Company: (i) duly executed share transfer forms and (ii) original share certificates relating to the Sale Shares; (d) the Board shall hold a meeting at shorter notice and pass the following resolutions in a form and manner acceptable to the Purchaser:‌ (i) approving the transfer of the Sale Shares to the Purchaser; (ii) approving the endorsement of the name of the Purchaser on the share certificates; (iii) approving the entry of the name of the Purchaser in the register of members of the Company as the registered holder of the Sale Shares; and (iv) authorising such other acts as may be necessary to give effect to the Completion.

Completion Actions. (a) Upon payment of the Aggregate Purchase Price (less the Escrow Amount) and the Escrow Amount in accordance with Clause 4.7. Purchaser shall provide a bank confirmation of the relevant payments. Sellers shall confirm to Purchaser and the acting notary in writing receipt of the relevant payments, and the acting notary shall confirm in writing receipt of the Escrow Amount to the Parties. (b) Sellers have provided the acting notary with (i) original signed resignation letters by all members of the advisory board (Beirat) of the Sold Company, confirming that no member of the advisory board has any further claims against the Companies, (ii) the original signed letter of [***] resigning as [***] of the Sold Company and ACTech GmbH and confirming that [***] has no claims against the Sold Company and ACTech GmbH, each as attached in Schedule 6.1. Upon receipt of the confirmation of the payment of the Aggregate Purchase Price by the Purchaser and the Escrow Amount pursuant to Clause 4.7, the actual notary shall hand such original letters over to Purchaser. [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

Completion Actions. On Completion the Seller shall comply with the obligations set out in part 1 of schedule 6 and subject to the Seller’s compliance with such obligations the Purchaser shall comply with the obligations set out in part 2 of schedule 6.

Completion Actions. The Parties establish that the conditions precedent referred to in Clause 5.1 above have been fulfilled or declared waived by the Purchaser;

Completion Actions. (a) At the Completion, the Seller shall deliver or cause to be delivered to the Purchaser: (i) an instrument of transfer and sold note in respect of the Rise HK Transferred Shares, in form and substance satisfactory to the Purchaser, duly executed by the Seller in favor of the Purchaser (and, if applicable, any power of attorney under which any such documents are executed on behalf of the Seller); (ii) a register of members of Rise HK as at the date of the Completion Date reflecting the Purchaser being the sole shareholder of Rise HK, certified by the registered office provider of Rise HK to be a true and complete copy thereof; (iii) a copy of resolutions of the sole director of Rise HK approving the registration of the Purchaser as the sole shareholder of Rise HK (subject only to the due stamping of the transfer documentation pertaining to the transfer of the Rise HK Transferred Shares); (iv) an instrument of transfer in respect of the Rise IP Transferred Shares, in form and substance satisfactory to the Purchaser, duly executed by the Seller in favor of the Purchaser (and, if applicable, any power of attorney under which any such documents are executed on behalf of the Seller); and (v) a register of members of Rise IP as at the date of the Completion Date reflecting the Purchaser being the sole shareholder of Rise IP, certified by the registered office provider of Rise IP to be a true and complete copy thereof. (b) At the Completion, the Purchaser shall (i) pay or cause to be paid US$2,500,000 in cash to the Company; and (ii) cause Rise HK and Rise IP to grant WFOE or entities designated by ▇▇▇▇▇ ▇▇▇▇▇▇▇ a royalty-free, perpetual and exclusive license over all intellectual property rights owned by or licensed to Rise HK and/or Rise IP.

Completion Actions. Prior to Completion: