Common use of Completion Obligations Clause in Contracts

Completion Obligations. 5.1 Subject to the satisfaction or waiver of the Conditions Precedent (except for any Condition Precedent which will be satisfied only upon Completion), Completion of this Agreement shall take place on 13 September 2021, or on such other date as Prudential and ▇▇▇▇▇▇▇ shall agree. 5.2 At Completion, the following business shall be transacted: (A) Prudential shall deliver to the ▇▇▇▇▇▇▇ Transfer Agent duly executed transfers of the Relevant ▇▇▇▇▇▇▇ Shares in favour of the Qualifying Prudential Shareholders; and (B) ▇▇▇▇▇▇▇ shall procure that, except for Relevant ▇▇▇▇▇▇▇ Shares in respect of which Qualifying Prudential Shareholders elected to exercise the Share Sale Option, the names of the Qualifying Prudential Shareholders or Cede & Co, for delivery in DTCC to the relevant Euroclear UK & Ireland DTC account delivery of CREST Depository Interests (“CDIs”) to CREST shareholders and relevant eligible holders who are to have their entitlement to ▇▇▇▇▇▇▇ shares held through Equiniti Corporate Nominees Limited in such form, to whom the Relevant ▇▇▇▇▇▇▇ Shares have been transferred are recorded in the register of stockholders of ▇▇▇▇▇▇▇ as the holders of such Relevant ▇▇▇▇▇▇▇ Shares. 5.3 Any amounts outstanding at Completion between any Prudential Group Company and any ▇▇▇▇▇▇▇ Group Company shall, to the extent not already settled (and unless otherwise agreed between Prudential and ▇▇▇▇▇▇▇): (A) be settled by payment to the relevant Prudential Group Company or ▇▇▇▇▇▇▇ Group Company (as appropriate) in the normal course in accordance with this Agreement or any other pre-existing arrangements; or (B) in the case of amounts which relate to intra-group financing or similar arrangements, or in respect of which no payment terms have previously been agreed, be repaid or settled on or as soon as reasonably practicable after Completion or on such date as the parties may agree, and each of Prudential and ▇▇▇▇▇▇▇ agree to procure compliance by members of their respective Groups with the provisions of this clause 5. 5.4 Prudential undertakes with effect from Completion: (A) to hold the Relevant ▇▇▇▇▇▇▇ Shares upon trust for the Qualifying Prudential Shareholders as beneficial owners; (B) to account to the Qualifying Prudential Shareholders for any dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to Prudential in respect of the Relevant ▇▇▇▇▇▇▇ Shares; (C) not to exercise any rights, powers or privileges attaching to the Relevant ▇▇▇▇▇▇▇ Shares or exercisable in the capacity of registered holder of the Relevant ▇▇▇▇▇▇▇ Shares without the prior written consent of the relevant Qualifying Prudential Shareholders; and (D) promptly on receipt to deliver to the Qualifying Prudential Shareholders any notice, letter or other document of any nature relating to the Relevant ▇▇▇▇▇▇▇ Shares which Prudential receives after the date of this Agreement. 5.5 The undertakings given in clause 5.4 above shall be irrevocable but shall automatically terminate on the date on which the Qualifying Prudential Shareholders are entered in the register of stockholders of ▇▇▇▇▇▇▇ as the holder of the Relevant ▇▇▇▇▇▇▇ Shares.

Completion Obligations. 5.1 Subject to the satisfaction or waiver of the Conditions Precedent (except for any Condition Precedent which will be satisfied only upon Completion), Completion of this Agreement shall take place on 13 September [ ] 2021, or on such other date as Prudential and ▇▇▇▇▇▇▇ shall agree. 5.2 At Completion, the following business shall be transacted: (A) Prudential shall deliver to the ▇▇▇▇▇▇▇ Transfer Agent duly executed transfers of the Relevant ▇▇▇▇▇▇▇ Shares in favour of the Qualifying Prudential Shareholders; and (B) ▇▇▇▇▇▇▇ shall procure that, except for Relevant ▇▇▇▇▇▇▇ Shares in respect of which Qualifying Prudential Shareholders elected to exercise the Share Sale Option, the names of the Qualifying Prudential Shareholders or Cede & Co, for delivery in DTCC to the relevant Euroclear UK & Ireland DTC account delivery of CREST Depository Interests (“CDIs”) to CREST shareholders and relevant eligible holders who are to have their entitlement to ▇▇▇▇▇▇▇ shares held through Equiniti Corporate Nominees Limited in such form, to whom the Relevant ▇▇▇▇▇▇▇ Shares have been transferred are recorded in the register of stockholders of ▇▇▇▇▇▇▇ as the holders of such Relevant ▇▇▇▇▇▇▇ Shares. 5.3 Any amounts outstanding at Completion between any Prudential Group Company and any ▇▇▇▇▇▇▇ Group Company shall, to the extent not already settled (and unless otherwise agreed between Prudential and ▇▇▇▇▇▇▇): (A) be settled by payment to the relevant Prudential Group Company or ▇▇▇▇▇▇▇ Group Company (as appropriate) in the normal course in accordance with this Agreement or any other pre-existing arrangements; or (B) in the case of amounts which relate to intra-group financing or similar arrangements, or in respect of which no payment terms have previously been agreed, be repaid or settled on or as soon as reasonably practicable after Completion or on such date as the parties may agree, and each of Prudential and ▇▇▇▇▇▇▇ agree to procure compliance by members of their respective Groups with the provisions of this clause 5. 5.4 Prudential undertakes with effect from Completion: (A) to hold the Relevant ▇▇▇▇▇▇▇ Shares upon trust for the Qualifying Prudential Shareholders as beneficial owners; (B) to account to the Qualifying Prudential Shareholders for any dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to Prudential in respect of the Relevant ▇▇▇▇▇▇▇ Shares; (C) not to exercise any rights, powers or privileges attaching to the Relevant ▇▇▇▇▇▇▇ Shares or exercisable in the capacity of registered holder of the Relevant ▇▇▇▇▇▇▇ Shares without the prior written consent of the relevant Qualifying Prudential Shareholders; and (D) promptly on receipt to deliver to the Qualifying Prudential Shareholders any notice, letter or other document of any nature relating to the Relevant ▇▇▇▇▇▇▇ Shares which Prudential receives after the date of this Agreement. 5.5 The undertakings given in clause 5.4 above shall be irrevocable but shall automatically terminate on the date on which the Qualifying Prudential Shareholders are entered in the register of stockholders of ▇▇▇▇▇▇▇ as the holder of the Relevant ▇▇▇▇▇▇▇ Shares.

Completion Obligations. 5.1 Subject to the satisfaction or waiver of the Conditions Precedent (except for any Condition Precedent which will be satisfied only upon Completion), Completion of this Agreement shall take place on 13 September 26 May 2021, or on such other date as Prudential and ▇▇▇▇▇▇▇ shall agree. 5.2 At Completion, the following business shall be transacted: (A) Prudential shall deliver to the ▇▇▇▇▇▇▇ Transfer Agent duly executed transfers of the Relevant ▇▇▇▇▇▇▇ Shares in favour of the Qualifying Prudential Shareholders; and (B) ▇▇▇▇▇▇▇ shall procure that, except for Relevant ▇▇▇▇▇▇▇ Shares in respect of which Qualifying Prudential Shareholders elected to exercise the Share Sale Option, the names of the Qualifying Prudential Shareholders or Cede & Co, for delivery in DTCC to the relevant Euroclear UK & Ireland DTC account delivery of CREST Depository Interests (“CDIs”) to CREST shareholders and relevant eligible holders who are to have their entitlement to ▇▇▇▇▇▇▇ shares held through Equiniti Corporate Nominees Limited in such form, to whom the Relevant ▇▇▇▇▇▇▇ Shares have been transferred are recorded in the register of stockholders of ▇▇▇▇▇▇▇ as the holders of such Relevant ▇▇▇▇▇▇▇ Shares. 5.3 Any amounts outstanding at Completion between any Prudential Group Company and any ▇▇▇▇▇▇▇ Group Company shall, to the extent not already settled (and unless otherwise agreed between Prudential and ▇▇▇▇▇▇▇): (A) be settled by payment to the relevant Prudential Group Company or ▇▇▇▇▇▇▇ Group Company (as appropriate) in the normal course in accordance with this Agreement or any other pre-existing arrangements; or (B) in the case of amounts which relate to intra-group financing or similar arrangements, or in respect of which no payment terms have previously been agreed, be repaid or settled on or as soon as reasonably practicable after Completion or on such date as the parties may agree, and each of Prudential and ▇▇▇▇▇▇▇ agree to procure compliance by members of their respective Groups with the provisions of this clause 5. 5.4 Prudential undertakes with effect from Completion: (A) to hold the Relevant ▇▇▇▇▇▇▇ Shares upon trust for the Qualifying Prudential Shareholders as beneficial owners; (B) to account to the Qualifying Prudential Shareholders for any dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to Prudential in respect of the Relevant ▇▇▇▇▇▇▇ Shares; (C) not to exercise any rights, powers or privileges attaching to the Relevant ▇▇▇▇▇▇▇ Shares or exercisable in the capacity of registered holder of the Relevant ▇▇▇▇▇▇▇ Shares without the prior written consent of the relevant Qualifying Prudential Shareholders; and (D) promptly on receipt to deliver to the Qualifying Prudential Shareholders any notice, letter or other document of any nature relating to the Relevant ▇▇▇▇▇▇▇ Shares which Prudential receives after the date of this Agreement. 5.5 The undertakings given in clause 5.4 above shall be irrevocable but shall automatically terminate on the date on which the Qualifying Prudential Shareholders are entered in the register of stockholders of ▇▇▇▇▇▇▇ as the holder of the Relevant ▇▇▇▇▇▇▇ Shares.