Completion arrangements Clause Samples

Completion arrangements. At Completion:

Completion arrangements. 4.1. Completion shall take place on or before September 10, 2025 (or at such other time and place as the Parties may agree in writing) (the day on which the Completion actually occurs, the “Completion Day”) when: (A) each Seller shall deliver to the Purchaser or procure the delivery to the Purchaser of: (i) duly executed instruments of transfer for the respective portion of the AlloyX Shares registered in the name of such Seller in favour of the Purchaser and/or its designee(s) together with the relevant share certificate(s); and (ii) a copy of the written resolutions of the board of directors of such Seller approving the execution, delivery and performance by such Seller of this Agreement, and the transactions contemplated under this Agreement; (B) the Company shall, if so required by the Purchaser, deliver to the Purchaser or procure the delivery to the Purchaser of: (i) the written resignation of all of the directors and officers of the Company from their offices, which resignations shall include their written confirmation that they have no outstanding claims against the Company for the loss of the offices in question or of their employment or otherwise arising; (ii) the certificate of incorporation, memorandum, articles of association, minute books, share register and common seal, beneficial owner register, share certificates and all books and records of the Company including, without limitation all cancelled and un-issued share certificates and signed minutes of the Company; (iii) a certificate of good standing issued by the Registrar of Companies in respect of the Company; and (iv) the written resignation of the existing auditors of the Company (if any), which resignation shall include the written confirmation that they have no outstanding claims of any kind against the company; (C) the Company shall, if so required by the Purchaser, procure that there shall be held a meeting of the board of directors of the Company at which there shall be duly passed resolutions: (i) approving the share transfers referred to in Sub-clause 4.1(A)(i); (ii) accepting the resignations referred to in Sub-clauses 4.1(B)(i) and 4.1(B)(iv) and appointing nominees of the Purchaser to fill the vacancies created by such resignations (or shall convene a meeting of the members of the Company for such purpose); (iii) changing the registered office of the Company to an address to be supplied by the Purchaser; and (D) revoking all existing banking mandates of the Company and substi...

Completion arrangements. At Completion, the Vendor and the Purchaser will comply with the provisions of Schedule 5.

Completion arrangements. At Completion, the Sellers and the Purchaser shall comply with their respective obligations as specified in schedule 3 (Completion Obligations).

Completion arrangements. (a) At Completion, the Seller and the Buyer shall do all (but not part only, unless the parties agree otherwise in writing) of those things listed in Schedule 2 (Completion arrangements). (b) If either party fails or is unable to comply with any of its obligations under Schedule 2 (Completion arrangements) (except, in the case of the Seller, its obligations under paragraph 1(b) provided always that this exception shall apply only where the Seller has used all reasonable efforts to comply with such obligation) (for the purposes of this Clause 5.2, the "Defaulting Party") on the Completion Date, then the other party may: (i) defer Completion (by notice to the Defaulting Party) to a date (being a Business Day) not less than 10 nor more than 20 Business Days after that date (in which case the provisions of this Clause 5.2 shall apply to Completion as so deferred); or (ii) proceed to Completion so far as practicable but without prejudice to that party's rights where the Defaulting Party has not complied with its obligations under this Agreement. (c) If the Defaulting Party fails or is unable to comply with any of its obligations under Schedule 2 (Completion arrangements) on Completion (subject to Clause 5.2(b)) or any date to which Completion is deferred in accordance with Clause 5.2(b), the other party shall have the right, in addition to its rights in Clause 5.2(b), to terminate this Agreement on such date by notice to the Defaulting Party. (d) If this Agreement is terminated in accordance with Clause 5.2(c), all rights and obligations of the parties under this Agreement (except under Clause 10 (Confidentiality and announcements), Clause 12 (Costs), Clause 15 (Liability and invalidity), Clause 20 (Notices) and Clause 21 (Governing law and jurisdiction)) 27 shall terminate and no party shall have any claim against the other, but without prejudice to the accrued rights and obligations of the parties before termination.

Completion arrangements. Subject to Section 2.06(1) or unless otherwise required by any South African Regulatory Requirements, the completion of the issuance of Equity Securities pursuant to the exercise of the Anti-Dilution Rights shall take place concurrently with and at the same place as, the completion of the Issuance giving rise to such exercise or at such other place, time or date as may be agreed by the Corporation and Gold Fields.

Completion arrangements. At Completion the Seller and the Purchaser shall each do, or shall procure the doing of, those things listed in schedule 1.

Completion arrangements. 5.2.1 Completion shall take place at the offices of the Buyer’s Lawyers or at another location agreed in writing between the Buyer and the Seller.

Completion arrangements. 7.1 Completion is to take place on the Completion Date and before the Completion Time at the offices of the Sellers’ Solicitors, or elsewhere as they may reasonably direct. Commercial Condition 8.1.1 is varied accordingly. 7.2 On the Completion Date, the Buyers shall pay the Price to the Sellers. 7.3 On the Completion Date, the Sellers shall pay to the Buyers £250,000 which reflects the unexpired residue of any rent free periods in respect of the Properties. 7.4 The Buyers are to pay the money due on completion by direct credit to the Sellers’ Solicitors’ account at Lloyds TSB, 125 Colmore Row, Birmingham, Account ▇▇▇▇▇▇▇▇, Sort Code 30-00-03. The money is to be treated as paid to the Sellers at the time that it is received in that bank account. 7.5 If the money due on completion is received after the Completion Time, completion is to be treated for the purposes only of Commercial Conditions 8.3 and 9.3 as taking place on the next working day as a result of the Buyers' default. Commercial Condition 8.1.2 is varied accordingly.