Obligations at Completion Clause Samples
Obligations at Completion. At Completion each of Rio Tinto and BHP Billiton must:
(a) execute, deliver and, where relevant, complete the Completion Documents (other than any previously executed and delivered under clause 2.1(g)) (and cause any Rio Tinto Group entity or BHP Billiton Group entity named as a party to a Completion Document to execute, deliver and, where relevant, complete it (as applicable) (other than any previously executed and delivered under clause 2.1(g));
(b) procure that BHP Billiton Minerals Pty Ltd and Hamersley Holdings Limited cause the Manager to execute, deliver and, where relevant, complete the Completion Documents to which it is a party;
(c) as Proposing Party, provide a notice (the Capital Projects Notice) to the other (the Receiving Party) specifying any New Capital Expansion Project, being:
(i) any expansion capital project in respect of a Relevant Period Iron Ore Asset that is not listed in Schedule 4 which is in execution at the time of Completion (an Additional Capital Project), including a copy of the completed Feasibility Study relating to that project (together with, subject to antitrust Law, the financial model, study reports and supporting information that were generated by the Proposing Party in connection with the Feasibility Study); or Implementation Agreement * * *Pursuant to a request for confidential treatment filed with the Securities and Exchange Commission, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission
(d) discharge all of its other obligations arising on Completion under any Transaction Document;
(e) procure that:
(i) each of the Rio Tinto Owner and the BHP Billiton Owner subscribes for Debentures; and
(ii) each of the BHP Billiton Issuer and the Rio Tinto Issuer issues Debentures, in accordance with clauses 7.1 to 7.3 (inclusive); and
(f) establish the Owners’ Council pursuant to clause 3.1 of the Joint Venture Agreement and ensure that a duly convened Owners’ Council meeting is held at which a quorum is present for the purposes of passing the Owners’ Council Completion Resolutions.
Obligations at Completion. At Completion:
(a) the Seller must deliver to the Buyer:
(i) Transfer Instruments duly executed by the Seller;
(ii) a Tax Invoice in respect of the payment of the Purchase Price (Completion Payment);
(iii) if requested by the Buyer at least 5 Business Days prior to Completion, copies of the Mining Information and the Records; and
(iv) to the extent not signed and exchanged between the parties prior to Completion:
(A) two counterparts of the Joint Venture Agreement duly executed by the Seller and the related cross security;
(B) two counterparts of the Regional Co-operation MOU duly executed by the Seller;
(C) two counterparts of the General Security Agreement duly executed by the Seller;
(v) three counterparts of each Deed of Assignment and Assumption which has been signed by the relevant Contract counterparty before Completion, duly executed by the Seller;
(vi) any other documents (including, without limitation, any statutory declarations or instruments of title) required to register the assignment to the Buyer of any component of the Sale Interest (which the Buyer notifies the Seller of within 14 days after the date of this agreement), provided that the Seller will not be required to deliver instruments of title where they are already lodged with the relevant Government Agency for the registration of other dealings;
(b) the Buyer must:
(i) pay the Purchase Price (Completion Payment) and the Pre-Completion Development Contribution Estimate together with GST (if applicable) on such payments to the Seller in accordance with clause 4.3; and
(ii) deliver to the Seller counterparts of each deed or document referred to in clauses 6.2(a)(iv) duly executed by the Buyer and where applicable, the Buyer’s Guarantor (and for each deed the Buyer must deliver the same number of counterparts to the Seller as the Seller is required to deliver to the Buyer).
Obligations at Completion. At Completion:
(a) if the transfer of the Target Shares is conducted via an off-market transfer of a CHESS holding, T2 Trust must procure that the Nominee transfers the Target Shares to BidCo through CHESS or if the transfer of the Target Shares is conducted via an off-market transfer of an issuer sponsored holding, T2 Trust must execute and deliver a Share Transfer Form to BidCo (and BidCo must do the same); and
(b) BidCo must issue the BidCo Shares to T2 Trust and update its register of members to reflect T2 Trust as the registered holder of the BidCo Shares.
Obligations at Completion. (a) At Completion, the Vendor must deliver to Purchaser:
(i) share certificate(s) for the Sale Shares; and
(ii) duly executed instrument of transfer in respect of the Sale Shares in favour of the Purchaser or the Purchaser’s nominee(s).
(b) At Completion, the Purchaser must pay the Purchase Price in cash to the Vendor in accordance with clause 5.2(c).
(c) The payment of the Purchase Price must be made in cleared funds without any deduction, set off or abatement by way of electronic funds transfer to the bank account as designated by the Vendor in writing at least three Business Days before the Completion Date.
Obligations at Completion. (a) On the Completion Date, the Company must:
(i) issue the Subscription Notes and Warrants (Securities) to the Subscriber;
(ii) cause the Subscriber to be registered as the holder of each of the Securities in the registers maintained by the Company in respect of each class of Security;
(iii) issue Warrant Certificates in the name of the Subscriber in respect of each of the Warrants;
(iv) issue a Note Certificate in the name of the Subscriber in respect of the Subscription Notes;
(v) provide the Subscriber with a certified copy of the Warrant register showing the Subscriber as registered holder of the Warrants;
(vi) provide the Subscriber with a certified copy of the Notes register showing the Subscriber as registered holder of the Subscription Note.
(b) The Subscriber acknowledges that this agreement constitutes its application for each of the Securities and on the Completion Date the Subscriber agrees to:
(i) subscribe for and accept the issue of the Securities;
(ii) pay the Note Subscription Amount to the Company in respect of the Subscription Notes in Immediately Available Funds to the designated account determined by the Company;
(iii) be bound by the Warrant Terms and the Note Terms (as applicable).
(c) For the avoidance of doubt, no subscription price will be payable in respect of the issue of the Warrants.
Obligations at Completion. (a) At Completion, the Vendor must:
(i) deliver to Magnum, a new convertible note in the principal amount of US$25,000,000 (substantially in the form attached to Schedule 4) reissued by CCB to Magnum as holder pursuant to section 14(a) of the CN; and
(ii) deliver to CGL, a new convertible note in the principal amount of US$25,000,000 (substantially in the form attached to Schedule 4) reissued by CCB to CGL as holder pursuant to section 14(a) of the CN.
Obligations at Completion. At Completion:
2.6.1 the statutory and minute books and share certificate books of the Company will be made available for inspection by each party;
2.6.2 an extraordinary general meeting of the Company shall be duly convened and held at which the Resolution(s) shall be passed;
2.6.3 NewGen shall pay to the Company for immediate value in London in cleared funds the subscription monies for the Shares agreed to be subscribed and accepted by it;
2.6.4 NewGen and the Company shall enter into the License Agreement for the Territories; and
2.6.5 NewGen and the Company shall enter into the Short Term Loan Agreement in the agreed form.
Obligations at Completion. On completion of any transfer of Shares under this agreement:
(A) the seller shall deliver to the purchaser a duly executed transfer in favour of the purchaser together with the certificate representing the relevant Shares (or an indemnity in favour of the Company in respect of any lost or missing certificate(s)) and a power of attorney in a form satisfactory to, and in favour of a person nominated by, the purchaser, so as to enable the purchaser, pending registration, to exercise all rights of ownership in relation to the Shares transferred to it including, without limitation, the voting rights;
(B) the purchaser shall pay the aggregate transfer price in respect of the relevant Shares to the seller by bankers’ draft, telegraphic transfer or other direct transfer for value on the date of completion or in such other manner or at such other time as may be agreed by the seller and the purchaser before completion; and
(C) the seller shall do all such other acts and/or execute all such other documents in a form satisfactory to the purchaser as the purchaser may reasonably require to give effect to the transfer of Shares to it. Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the omitted text has been filed separately with the Securities and Exchange Commission.
Obligations at Completion. (a) On the Completion Date:
(i) the Seller shall observe and perform the provisions of Part 1 of Schedule 3; and
(ii) the Purchaser shall observe and perform the provisions Part 2 of Schedule 3.
(b) If, in any respect, a Party has not delivered any Key Item required to be delivered by it in accordance with clause 7.2(a) above and the provisions of Schedule 3 at the time and on the date set for Completion, the other Party may:
(i) defer Completion to a date selected by such Party being not more than twenty (20) Business Days after that date (in which case this clause 7 shall apply mutatis mutandis to Completion as so deferred);
(ii) proceed to Completion as far as practicable (provided that the Purchaser shall not be required to complete a transfer of some only (and not all) of the Shares) and in any case without prejudice to its rights under this Agreement; or
(iii) give notice in writing (which, for this purpose, does not include email) to the other Party that it wishes to terminate this Agreement, and the provisions of clause 20 shall apply.
Obligations at Completion. In order to transfer Shares and/or Shareholder Loans under this agreement:
(A) the purchaser shall:
(i) pay the aggregate transfer price in cash in respect of the relevant Shares and/or Shareholder Loans to (i) the seller’s nominated account on the date of completion, or (ii) in such other manner as may be agreed by the seller and the purchaser before completion of the transfer of the Shares and/or Shareholder Loans; and/or
(ii) settle the non-cash consideration on the date of completion or in such other manner as may be agreed by the seller and the purchaser before completion of the transfer of the Shares and/or Shareholder Loans;
(B) the seller and the purchaser shall execute a sale and purchase agreement in respect of the Shares and/or Shareholder Loans (if required); and
(C) the seller, the purchaser and the Company shall take all such other steps or decisions as are reasonably necessary to implement the transfer.