(i) the passing of shareholder resolutions creating the necessary share capital and authorising its issue and adopting new articles of association;

(ii) the managers having subscribed in cash for any shares;

(iii) the receipt by the investor of a satisfactory accountants' report, audited accounts and management accounts of the Company;

(iv) each member of the management team having entered into his service agreement;

(v) the Company having unconditionally available for immediate drawdown its term loan and working capital facilities;

(vi) keyman insurance having been taken out for the benefit of the Company over the lives of each of the key managers;

(vii) delivery of certificates or reports on title.