Common use of Acquisition Undertakings Clause in Contracts

Acquisition Undertakings. The Borrower shall ensure that (and the Offeror shall): The Offeror shall comply at all times in all material respects with the City Code (subject to any waiver or dispensation granted by the Panel) and all applicable laws or regulations relating to the Stingray Acquisition. The Offeror shall not take any steps as a result of which it is obliged to make a mandatory offer under rule 9 of the City Code. In the case of an Offer, where becoming entitled to do so, the Offeror shall promptly give notices under Section 979 of the Companies Xxx 0000 in respect of the Target Shares and shall promptly (and in any event within the maximum time prescribed by such sections) complete a Squeeze-out Procedure. Subject always to the Companies Xxx 0000 and any applicable listing or stock exchange rules, in the case of a Scheme, within sixty (60) days after the Scheme Effective Date, and in relation to an Offer, within sixty (60) days after the date upon which the Offeror (directly or indirectly) owns shares in the Target (excluding any shares held in treasury), which, when aggregated with all other shares in the Target owned directly or indirectly by the Offeror, represent not less than seventy-five percent (75%) of all shares in the Target (excluding any shares held in treasury), procure that such action as is necessary is taken to procure that trading in the shares in the Target on the AIM market of the London Stock Exchange is cancelled and as soon as reasonably practicable thereafter, procure that the Target is re- registered as a private limited company. Save as required by the City Code, the London Stock Exchange, the Panel, the High Court of Justice of England and Wales or any other applicable law, regulation or regulatory body, the Offeror shall not prior to the end of the Offer Period (as defined in the City Code) make any press release or other public statement in respect of the Stingray Acquisition which refers to this Amendment, any Loan Document or any First Amendment Term Lender or the Incremental Arranger or any combination of them (in such capacity), without (save to the extent required by law or regulation) first obtaining the prior approval of the Incremental Arranger (such consent not to be unreasonably withheld, delayed or conditioned). If the Offeror does become so required, it shall notify the Incremental Arranger as soon as practicable (and to the extent that it does not prejudice the Offeror's ability to comply with such requirement), upon becoming aware of the requirement. For the avoidance of doubt, this paragraph shall not restrict the Offeror from making any disclosure that is required, permitted or customary in relation to this Amendment or the Loan Documents or the identity of any Lender (including Xxxxx) in the Announcement, the Scheme Circular or the Offer Document or any other document which is required to be published in connection with the Stingray Acquisition under the City Code or making any filings as required by law or its auditors or in its audited financial statements or in accordance with or in order to satisfy the ACTIVE/100348742.5 terms of this Amendment or any Loan Document. The Offeror shall provide each First Amendment Term Lender and the Incremental Arranger with such information as they or it may reasonably request regarding the status and progress of the Stingray Acquisition (including the current level of acceptances of any Offer) (in each case subject to any confidentiality, regulatory or other restrictions relating to the supply of such information). If the Scheme or the Offer, as applicable, lapses, terminates (if relevant) or is withdrawn, the Offeror shall as soon as reasonably possible (and in any event within ten (10) Business Days) notify each First Amendment Term Lender and the Incremental Arranger in writing. Except with the consent of each First Amendment Term Lender and the Incremental Arranger (in each case not to be unreasonably withheld or delayed), the Offeror shall not during the Certain Funds Period: save where such increase is funded from an equity contribution increase in the form of common or preferred equity of Holdings (such preferred equity to be on terms reasonably satisfactory to the First Amendment Term Lenders), take any action which results in an increase, of the purchase price to be paid for the Target Shares as set out in the Announcement; in the case of an Offer, declare the Offer unconditional as to acceptances until it has received acceptances in respect of at least the Minimum Acceptance Condition; in the case of an Offer, reduce the Minimum Acceptance Condition to less than the Minimum Acceptance Condition; or waive, release or amend any material term or condition of the Scheme or, as the case may be, the Offer (including the Announcement) except if required or requested by the Panel or the High Court of Justice of England and Wales or any other relevant regulatory body or applicable law or regulation.

Acquisition Undertakings. The Borrower shall ensure that (and the Offeror shall): shall):‌ The Offeror shall comply at all times in all material respects with the City Code (subject to any waiver or dispensation granted by the Panel) and all applicable laws or regulations relating to the Stingray Acquisition. The Offeror shall not take any steps as a result of which it is obliged to make a mandatory offer under rule 9 of the City Code. In the case of an Offer, where becoming entitled to do so, the Offeror shall promptly give notices under Section 979 of the Companies Xxx 0000 in respect of the Target Shares and shall promptly (and in any event within the maximum time prescribed by such sections) complete a Squeeze-out Procedure. Subject always to the Companies Xxx 0000 and any applicable listing or stock exchange rules, in the case of a Scheme, within sixty (60) days after the Scheme Effective Date, and in relation to an Offer, within sixty (60) days after the date upon which the Offeror (directly or indirectly) owns shares in the Target (excluding any shares held in treasury), which, when aggregated with all other shares in the Target owned directly or indirectly by the Offeror, represent not less than seventy-five percent (75%) of all shares in the Target (excluding any shares held in treasury), procure that such action as is necessary is taken to procure that trading in the shares in the Target on the AIM market of the London Stock Exchange is cancelled and as soon as reasonably practicable thereafter, procure that the Target is re- registered as a private limited company. Save as required by the City Code, the London Stock Exchange, the Panel, the High Court of Justice of England and Wales or any other applicable law, regulation or regulatory body, the Offeror shall not prior to the end of the Offer Period (as defined in the City Code) make any press release or other public statement in respect of the Stingray Acquisition which refers to this Amendment, any Loan Document or any First Amendment Term Lender or the Incremental Arranger or any combination of them (in such capacity), without (save to the extent required by law or regulation) first obtaining the prior approval of the Incremental Arranger (such consent not to be unreasonably withheld, delayed or conditioned). If the Offeror does become so required, it shall notify the Incremental Arranger as soon as practicable (and to the extent that it does not prejudice the Offeror's ability to comply with such requirement), upon becoming aware of the requirement. For the avoidance of doubt, this paragraph shall not restrict the Offeror from making any disclosure that is required, permitted or customary in relation to this Amendment or the Loan Documents or the identity of any Lender (including Xxxxx) in the Announcement, the Scheme Circular or the Offer Document or any other document which is required to be published in connection with the Stingray Acquisition under the City Code or making any filings as required by law or its auditors or in its audited financial statements or in accordance with or in order to satisfy the ACTIVE/100348742.5 terms of this Amendment or any Loan Document. The Offeror shall provide each First Amendment Term Lender and the Incremental Arranger with such information as they or it may reasonably request regarding the status and progress of the Stingray Acquisition (including the current level of acceptances of any Offer) (in each case subject to any confidentiality, regulatory or other restrictions relating to the supply of such information). If the Scheme or the Offer, as applicable, lapses, terminates (if relevant) or is withdrawn, the Offeror shall as soon as reasonably possible (and in any event within ten (10) Business Days) notify each First Amendment Term Lender and the Incremental Arranger in writing. Except with the consent of each First Amendment Term Lender and the Incremental Arranger (in each case not to be unreasonably withheld or delayed), the Offeror shall not during the Certain Funds Period: save where such increase is funded from an equity contribution increase in the form of common or preferred equity of Holdings (such preferred equity to be on terms reasonably satisfactory to the First Amendment Term Lenders), take any action which results in an increase, of the purchase price to be paid for the Target Shares as set out in the Announcement; in the case of an Offer, declare the Offer unconditional as to acceptances until it has received acceptances in respect of at least the Minimum Acceptance Condition; in the case of an Offer, reduce the Minimum Acceptance Condition to less than the Minimum Acceptance Condition; or waive, release or amend any material term or condition of the Scheme or, as the case may be, the Offer (including the Announcement) except if required or requested by the Panel or the High Court of Justice of England and Wales or any other relevant regulatory body or applicable law or regulation.

Acquisition Undertakings. The Borrower shall ensure that (and the Offeror shall): (a) The Offeror shall comply at all times in all material respects with the City Code (subject to any waiver or dispensation granted by the Panel) and all applicable laws or regulations relating to the Stingray Acquisition. (b) The Offeror shall not take any steps as a result of which it is obliged to make a mandatory offer under rule 9 of the City Code. (c) In the case of an Offer, where becoming entitled to do so, the Offeror shall promptly give notices under Section 979 of the Companies Xxx 0000 in respect of the Target Shares and shall promptly (and in any event within the maximum time prescribed by such sections... (d) complete a Squeeze-out Procedure. Subject always to the Companies Xxx 0000 and any applicable listing or stock exchange rules, in the case of a Scheme, within sixty (60) days after the Scheme Effective Date, and in relation to an Offer, within sixty (60) days after the date upon which the Offeror w... (directly or indirectlye) owns shares in the Target (excluding any shares held in treasury), which, when aggregated with all other shares in the Target owned directly or indirectly by the Offeror, represent not less than seventy-five percent (75%) of all shares in the Target (excluding any shares held in treasury), procure that such action as is necessary is taken to procure that trading in the shares in the Target on the AIM market of the London Stock Exchange is cancelled and as soon as reasonably practicable thereafter, procure that the Target is re- registered as a private limited company. Save as required by the City Code, the London Stock Exchange, the Panel, the High Court of Justice of England and Wales or any other applicable law, regulation or regulatory body, the Offeror shall not prior to the end of the Offer Period (as defined in the City Codedefi... (f) make any press release or other public statement in respect of the Stingray Acquisition which refers to this Amendment, any Loan Document or any First Amendment Term Lender or the Incremental Arranger or any combination of them (in such capacity), without (save to the extent required by law or regulation) first obtaining the prior approval of the Incremental Arranger (such consent not to be unreasonably withheld, delayed or conditioned). If the Offeror does become so required, it shall notify the Incremental Arranger as soon as practicable (and to the extent that it does not prejudice the Offeror's ability to comply with such requirement), upon becoming aware of the requirement. For the avoidance of doubt, this paragraph shall not restrict the Offeror from making any disclosure that is required, permitted or customary in relation to this Amendment or the Loan Documents or the identity of any Lender (including Xxxxx) in the Announcement, the Scheme Circular or the Offer Document or any other document which is required to be published in connection with the Stingray Acquisition under the City Code or making any filings as required by law or its auditors or in its audited financial statements or in accordance with or in order to satisfy the ACTIVE/100348742.5 terms of this Amendment or any Loan Document. The Offeror shall provide each First Amendment Term Lender and the Incremental Arranger with such information as they or it may reasonably request regarding the status and progress of the Stingray Acquisition (including the current level of acceptances of any Offeraccept... (g) (in each case subject to any confidentiality, regulatory or other restrictions relating to the supply of such information). If the Scheme or the Offer, as applicable, lapses, terminates (if relevant) or is withdrawn, the Offeror shall as soon as reasonably possible (and in any event within ten (10) Business Days) notify each First Amendment Term Lender and the Incremental Arranger in writing. Incremen... (h) Except with the consent of each First Amendment Term Lender and the Incremental Arranger (in each case not to be unreasonably withheld or delayed), the Offeror shall not during the Certain Funds Period: save where such increase is funded from an equity contribution increase in the form of common or preferred equity of Holdings (such preferred equity to be on terms reasonably satisfactory to the First Amendment Term Lenders), take any action which results in an increase, of the purchase price to be paid for the Target Shares as set out in the Announcement; in the case of an Offer, declare the Offer unconditional as to acceptances until it has received acceptances in respect of at least the Minimum Acceptance Condition; in the case of an Offer, reduce the Minimum Acceptance Condition to less than the Minimum Acceptance Condition; or waive, release or amend any material term or condition of the Scheme or, as the case may be, the Offer (including the Announcement) except if required or requested by the Panel or the High Court of Justice of England and Wales or any other relevant regulatory body or applicable law or regulation.:

Acquisition Undertakings. The Borrower shall ensure that (and the Offeror shall): The Offeror shall comply at all times in all material respects with the City Code (subject to any waiver or dispensation granted by the Panel) and all applicable laws or regulations relating to the Stingray Acquisition. The Offeror shall not take any steps as a result of which it is obliged to make a mandatory offer under rule 9 of the City Code. In the case of an Offer, where becoming entitled to do so, the Offeror shall promptly give notices under Section 979 of the Companies Xxx 0000 in respect of the Target Shares and shall promptly (and in any event within the maximum time prescribed by such sections) complete a Squeeze-out Procedure. Subject always to the Companies Xxx 0000 and any applicable listing or stock exchange rules, in the case of a Scheme, within sixty (60) days after the Scheme Effective Date, and in relation to an Offer, within sixty (60) days after the date upon which the Offeror (directly or indirectly) owns shares in the Target (excluding any shares held in treasury), which, when aggregated with all other shares in the Target owned directly or indirectly by the Offeror, represent not less than seventy-five percent (75%) of all shares in the Target (excluding any shares held in treasury), procure that such action as is necessary is taken to procure that trading in the shares in the Target on the AIM market of the London Stock Exchange is cancelled and as soon as reasonably practicable thereafter, procure that the Target is re- registered as a private limited company. Save as required by the City Code, the London Stock Exchange, the Panel, the High Court of Justice of England and Wales or any other applicable law, regulation or regulatory body, the Offeror shall not prior to the end of the Offer Period (as defined in the City Code) make any press release or other public statement in respect of the Stingray Acquisition which refers to this Amendment, any Loan Document or any First Amendment Term Lender or the Incremental Arranger or any combination of them (in such capacity), without (save to the extent required by law or regulation) first obtaining the prior approval of the Incremental Arranger (such consent not to be unreasonably withheld, delayed or conditioned). If the Offeror does become so required, it shall notify the Incremental Arranger as soon as practicable (and to the extent that it does not prejudice the Offeror's ability to comply with such requirement), upon becoming aware of the requirement. For the avoidance of doubt, this paragraph shall not restrict the Offeror from making any disclosure that is required, permitted or customary in relation to this Amendment or the Loan Documents or the identity of any Lender (including Xxxxx) in the Announcement, the Scheme Circular or the Offer Document or any other document which is required to be published in connection with the Stingray Acquisition under the City Code or making any filings as required 4811-1485-3021v13 7 by law or its auditors or in its audited financial statements or in accordance with or in order to satisfy the ACTIVE/100348742.5 terms of this Amendment or any Loan Document. The Offeror shall provide each First Amendment Term Lender and the Incremental Arranger with such information as they or it may reasonably request regarding the status and progress of the Stingray Acquisition (including the current level of acceptances of any Offer) (in each case subject to any confidentiality, regulatory or other restrictions relating to the supply of such information). If the Scheme or the Offer, as applicable, lapses, terminates (if relevant) or is withdrawn, the Offeror shall as soon as reasonably possible (and in any event within ten (10) Business Days) notify each First Amendment Term Lender and the Incremental Arranger in writing. Except with the consent of each First Amendment Term Lender and the Incremental Arranger (in each case not to be unreasonably withheld or delayed), the Offeror shall not during the Certain Funds Period: save where such increase is funded from an equity contribution increase in the form of common or preferred equity of Holdings (such preferred equity to be on terms reasonably satisfactory to the First Amendment Term Lenders), take any action which results in an increase, of the purchase price to be paid for the Target Shares as set out in the Announcement; in the case of an Offer, declare the Offer unconditional as to acceptances until it has received acceptances in respect of at least the Minimum Acceptance Condition; in the case of an Offer, reduce the Minimum Acceptance Condition to less than the Minimum Acceptance Condition; or waive, release or amend any material term or condition of the Scheme or, as the case may be, the Offer (including the Announcement) except if required or requested by the Panel or the High Court of Justice of England and Wales or any other relevant regulatory body or applicable law or regulation.. Amendments to the First Lien Credit Agreement. Subject to the satisfaction (or waiver by each First Amendment Term Lender) of the conditions in Sections 5 and 6 hereof and to the funding of the First Amendment Term Loans, the First Lien Credit Agreement is hereby amended as follows: The following defined terms in Section 1.01 of the First Lien Credit Agreement are hereby amended and restated in their entirety to read as follows: