Common use of Pending Completion Clause in Contracts

Pending Completion. 7.1 With effect from the date of the execution of this Agreement hereof the Vendor hereby agrees and undertakes with the Purchaser:- 7.1.1 that the Vendor shall use his best endeavours to carry on the business of the Company in a professional manner and shall not carry out or omit to carry out any act which is or will be detrimental to the business and affairs of the Company; 7.1.2 that no amendment whatsoever be made to the Memorandum and Articles of Association of the Company without the prior written consent of the Purchaser; 7.1.3 that the Company shall not issue or allot any shares or create or issue any obligations or securities convertible into shares whether fully paid or otherwise to any persons including the Vendor himself without the prior written consent of the Purchaser; 7.1.4 that the Company shall not, (save and except expressly provided by this Agreement) consolidate or subdivide any shares, create any new class of shares, grant any options over shares or any rights to subscribe for shares 12 or debentures or to convert any debentures or obligations into shares, alter any of the rights attached to any shares, reduce any share capital or otherwise re-organise or grant any rights in respect of the share capital in any way without the prior written consent of the Purchaser; 7.1.5 that the Company shall not (save and except as disclosed to the Purchaser) in any way sell or dispose or grant any option to sell or dispose any part of its undertaking, property or assets in any manner howsoever save in the ordinary course of business without the prior written consent of the Purchaser; 7.1.6 that the Company shall not (save and except in the ordinary course of business or as disclosed to the Purchaser) enter into any material or substantial transaction or incur any material or substantial liability, whether actual or contingent. For the purpose of this paragraph the term "transaction" includes guarantees and indemnities; 7.1.7 that the Company will not without the consent of the Purchaser in any way depart from the ordinary course of its day to day business either as regards the nature or scope or manner in conducting the same; 7.1.8 that the Company and all persons within the Vendor's control shall not carry out or otherwise do or omit to do anything which may cause or be likely to cause the licences for the operations of the business of the Company to be suspended, withdrawn or jeopardise the renewal thereof; 7.1.9 that since the Accounts Date, no dividend have been declared or paid and no distribution of capital made in respect of share capital of the Company and no loan (otherwise than in the ordinary course of day to day business or which is expressly provided by the terms of this Agreement) or loan capital of the Company has been repaid in whole or in part and before the Completion Date no such distribution made and no loan (otherwise than in the ordinary course of day to day business) or share or loan capital will be

Appears in 1 contract

Sources: Sale and Purchase Agreement (Myweb Inc Com)

Pending Completion. 7.1 With effect from (a) the date of the execution of this Agreement hereof the Vendor hereby agrees and undertakes with the Purchaser:- 7.1.1 that the Vendor shall use his best endeavours IT fixed assets held by BISL which relate to carry on the business of the Group as referred to in the Fixed Asset Memorandum will be transferred to the Group at book value of £355,227 as at September 2004 and the fit out and tenants fixtures relating to the ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, having a book value of £2,003,369 as at 30 September 2004 (referred to in the Fixed Assets Memorandum) shall be sold to the Group for £2,003,369; and (b) the relevant Group members will provide funds to the trustee of the Baring Asset Management Employee Trust (the “Trustee”) in satisfaction of their obligation to make such payment in order to allow the Trustee to repay indebtedness owed by the Trustee to the Seller; (c) the contracts of employment of the employees currently employed by Barings (Guernsey) Limited who are engaged in the private client business of Baring Asset Management (C.I.) Limited (the “Guernsey Employees”) will be terminated and such employees will enter into new contracts of employment with Baring Asset Management (C.I.) Limited; (d) the contracts with the remaining private clients of Barings (Guernsey) Limited will be novated to Baring Asset Management (C.I.) Limited; (e) other assets or the benefit of contracts or licences which relate exclusively to the Business of the Group but which are held by a member of the IMG Group will be transferred to the Company at book value; (f) any director or company secretary of any Group member who is not an Employee shall be removed without cost or liability to the Group in a professional manner order to ensure that as at Completion every director and company secretary of each Group member is an Employee other than independent directors required for regulatory or local law reasons; (g) the removal of any signatories who are not Employees or an employee of the Group from the bank mandates of any Group member; (h) any other matters may be done in order to comply with the terms of this Agreement including all necessary actions to achieve fulfilment of the Condition 8 of Schedule 2; and (i) relevant Group members shall continue to pay contributions being paid at the date of this Agreement to each of the Guernsey Scheme and the Irish DB Scheme and shall not carry out or omit in addition by way of contributions to carry out any act which is or will be detrimental those schemes’ general solvency pay the sums of £2,750,000 and EUR 1,450,000 to those schemes respectively and in addition the sum of £750,000 to the business and affairs of the Company; 7.1.2 that no amendment whatsoever be made to the Memorandum and Articles of Association of the Company without the prior written consent of the Purchaser; 7.1.3 that the Company shall not issue or allot any shares or create or issue any obligations or securities convertible into shares whether fully paid or otherwise to any persons including the Vendor himself without the prior written consent of the Purchaser; 7.1.4 that the Company shall not, (save and except expressly provided by this Agreement) consolidate or subdivide any shares, create any new class of shares, grant any options over shares or any rights to subscribe for shares 12 or debentures or to convert any debentures or obligations into shares, alter any of the rights attached to any shares, reduce any share capital or otherwise re-organise or grant any rights Guernsey Scheme in respect of the share capital augmentations referred to in any way without the prior written consent Part B of the Purchaser; 7.1.5 that the Company shall not (save and except as disclosed to the Purchaser) in any way sell or dispose or grant any option to sell or dispose any part of its undertaking, property or assets in any manner howsoever save in the ordinary course of business without the prior written consent of the Purchaser; 7.1.6 that the Company shall not (save and except in the ordinary course of business or as disclosed to the Purchaser) enter into any material or substantial transaction or incur any material or substantial liability, whether actual or contingent. For the purpose of this paragraph the term "transaction" includes guarantees and indemnities; 7.1.7 that the Company will not without the consent of the Purchaser in any way depart from the ordinary course of its day to day business either as regards the nature or scope or manner in conducting the same; 7.1.8 that the Company and all persons within the Vendor's control shall not carry out or otherwise do or omit to do anything which may cause or be likely to cause the licences for the operations of the business of the Company to be suspended, withdrawn or jeopardise the renewal thereof; 7.1.9 that since the Accounts Date, no dividend have been declared or paid and no distribution of capital made in respect of share capital of the Company and no loan (otherwise than in the ordinary course of day to day business or which is expressly provided by the terms of this Agreement) or loan capital of the Company has been repaid in whole or in part and before the Completion Date no such distribution made and no loan (otherwise than in the ordinary course of day to day business) or share or loan capital will beSchedule 7.

Appears in 1 contract

Sources: Share Purchase Agreement (Northern Trust Corp)

Pending Completion. 7.1 With effect from 6.1 During the period commencing on the date of the execution of this Agreement hereof up to and including the Vendor hereby agrees Completion Date: 6.1.1 the Vendors shall consult the Purchaser in advance on all material decisions taken in relation to the Company; 6.1.2 the Vendors shall procure that the Company shall preserve and undertakes maintain in full force and effect its corporate existence; 6.1.3 the Vendors shall procure that the Company shall carry on its Business as a going concern in the ordinary and usual course and in a manner consistent with its past practices and use its reasonable endeavours to: (a) preserve and protect the Business as presently operated by it and the assets held by it; and (b) retain its customers and employees. (c) Make no changes in management personnel or their compensation without prior consultation with the Purchaser:-Purchaser 7.1.1 that (d) Maintain the Vendor shall use his best endeavours to carry on the business assets of the Company in a professional manner state of repair and shall not carry out or omit to carry out any act which condition that complies with all legal requirements and is or will be detrimental consistent with the requirements and normal conduct of Company’s business; (e) Comply with all legal requirements and contractual obligations applicable to the business and affairs operations of the CompanyBusiness; 7.1.2 that no amendment whatsoever be made to (f) Continue in full force and effect the Memorandum insurance coverage under the policies attached; (g) Maintain all books and Articles of Association records of the Company without the prior written consent of the Purchaser; 7.1.3 that the Company shall not issue or allot any shares or create or issue any obligations or securities convertible into shares whether fully paid or otherwise to any persons including the Vendor himself without the prior written consent of the Purchaser; 7.1.4 that the Company shall not, (save and except expressly provided by this Agreement) consolidate or subdivide any shares, create any new class of shares, grant any options over shares or any rights to subscribe for shares 12 or debentures or to convert any debentures or obligations into shares, alter any of the rights attached to any shares, reduce any share capital or otherwise re-organise or grant any rights in respect of the share capital in any way without the prior written consent of the Purchaser; 7.1.5 that the Company shall not (save and except as disclosed to the Purchaser) in any way sell or dispose or grant any option to sell or dispose any part of its undertaking, property or assets in any manner howsoever save in the ordinary course of business without the prior written consent consistent with past practice; (h) Not sell, transfer or otherwise dispose of any of the PurchaserSale Shares or any interest in the Sale Shares; 7.1.6 that (i) Not accept any dividend or other distribution in respect of any of the Company shall not Sale Shares; (save and except in j) Not incur, make, assume or suffer to exist any Security Interest or other matter affecting title to any of the ordinary course of business or as disclosed to the PurchaserSale Shares; (k) Not enter into any material shareholder agreements, voting trusts, restrictions on transfer or substantial transaction other agreements or incur instruments that would be binding on the Purchaser as the owner of the Sale Shares; (l) Take no action, and use their best efforts to prevent the occurrence of any material event or substantial liability, whether actual or contingent. For the purpose existence of any condition that would result in any of the representations and warranties of the Vendors in this Agreement not being true and correct. 1.2 If any of the Vendors breaches a provision of this paragraph Clause, the term "transaction" includes guarantees Purchaser may: 6.2.1 proceed to Completion so far as practicable having regard to the defaults which have occurred without prejudice to all other rights and indemnities;remedies available to it, including the right to claim damages; or 7.1.7 that 6.2.2 terminate this Agreement in which event: (a) the Company will not Vendors shall indemnify the Purchaser and keep the Purchaser indemnified against all fees and costs (including, without limitation, professional, accounting and legal costs) incurred by the consent Purchaser in the negotiation, preparation, execution or termination of this Agreement; and (b) the rights and obligations of the Purchaser in any way depart from and the ordinary course Vendors shall cease immediately on termination save for each party's accrued rights and obligations at the date of its day to day business either as regards the nature or scope or manner in conducting the same; 7.1.8 that the Company and all persons within the Vendor's control shall not carry out or otherwise do or omit to do anything which may cause or be likely to cause the licences for the operations of the business of the Company to be suspended, withdrawn or jeopardise the renewal thereof; 7.1.9 that since the Accounts Date, no dividend have been declared or paid and no distribution of capital made in respect of share capital of the Company and no loan (otherwise than in the ordinary course of day to day business or which is expressly provided by the terms of this Agreement) or loan capital of the Company has been repaid in whole or in part and before the Completion Date no such distribution made and no loan (otherwise than in the ordinary course of day to day business) or share or loan capital will betermination.

Appears in 1 contract

Sources: Share Sale Agreement (Vitaxel Group LTD)