Common use of Baseball Scheme Undertakings Clause in Contracts

Baseball Scheme Undertakings. Other than with the consent of a Baseball Instructing Group, acting reasonably (which consent shall be deemed to have been given if not given or refused within 48 hours of request) Baseball Cash Bidco shall comply and the Company shall procure that Baseball Stock Bidco shall comply, with each of the following covenants: (a) it shall ensure that the Baseball Scheme Circular is on substantially the terms set out in the Baseball Press Release, other than with respect to any amendments which could not reasonably be expected to be materially prejudicial to the interests of the Lenders; (b) it shall not make any amendments to the Baseball Implementation Agreement, other than with respect to any amendments which could not reasonably be expected to be materially prejudicial to the interests of the Lenders; (c) it shall ensure that the Baseball Scheme Circular is posted within 28 days of issuance of the Baseball Press Release, or if later, as soon as practicable after the date on which the Court convenes a meeting of the shareholders of Baseball to consider the Baseball Scheme; (d) it shall comply with all applicable laws and regulations (including, without limitation, the Act, the Financial Services and Markets Axx 0000, the Takeover Code (subject to any applicable waivers by the Takeover Panel) and the Listing Rules of the Financial Services Authority (as applicable); (e) it shall keep the Facility Agent informed of the material developments of the Baseball Scheme and the Baseball Acquisition and notify the Facility Agent of any circumstances which may lead to withdrawal of the Baseball Scheme or the Baseball Acquisition; (f) it shall provide the Facility Agent with any material updated financial information on the Baseball Group, and such other information relevant to the Baseball Scheme and the Baseball Acquisition as the Facility Agent may reasonably request (including without limitation, copies of any press or public announcements and any material documents or statements issued by the Takeover Panel or any regulatory authority in connection with the Baseball Scheme or the Baseball Acquisition); (g) it shall not increase the cash price per share under the cash only option at which the Baseball Acquisition is being made; (h) it shall not waive or amend any condition to the Baseball Scheme as set out in the Baseball Scheme Documents, except in any case where such amendment or waiver: (i) could not reasonably be expected to be materially prejudicial to the interests of the Lenders; or

Baseball Scheme Undertakings. Other than with the consent of a Baseball Instructing Group, acting reasonably (which consent shall be deemed to have been given if not given or refused within 48 hours of request) Baseball Cash Bidco shall comply and the Company shall procure that Baseball Stock Bidco shall comply, with each of the following covenants: (a) it shall ensure that the Baseball Scheme Circular is on substantially the terms set out in the Baseball Press Release, other than with respect to any amendments which could not reasonably be expected to be materially prejudicial to the interests of the Lenders; (b) it shall not make any amendments to the Baseball Implementation Agreement, other than with respect to any amendments which could not reasonably be expected to be materially prejudicial to the interests of the Lenders; (c) it shall ensure that the Baseball Scheme Circular is posted within 28 days of issuance of the Baseball Press Release, or if later, as soon as practicable after the date on which the Court convenes a meeting of the shareholders of Baseball to consider the Baseball Scheme; (d) it shall comply with all applicable laws and regulations (including, without limitation, the Act, the Financial Services and Markets Axx Acx 0000, the Takeover Code (subject to any applicable waivers by the Takeover Panel) and the Listing Rules of the Financial Services Authority (as applicable); (e) it shall keep the Facility Agent informed of the material developments of the Baseball Scheme and the Baseball Acquisition and notify the Facility Agent of any circumstances which may lead to withdrawal of the Baseball Scheme or the Baseball Acquisition; (f) it shall provide the Facility Agent with any material updated financial information on the Baseball Group, and such other information relevant to the Baseball Scheme and the Baseball Acquisition as the Facility Agent may reasonably request (including without limitation, copies of any press or public announcements and any material documents or statements issued by the Takeover Panel or any regulatory authority in connection with the Baseball Scheme or the Baseball Acquisition); (g) it shall not increase the cash price per share under the cash only option at which the Baseball Acquisition is being made; (h) it shall not waive or amend any condition to the Baseball Scheme as set out in the Baseball Scheme Documents, except in any case where such amendment or waiver: (i) could not reasonably be expected to be materially prejudicial to the interests of the Lenders; or

Baseball Scheme Undertakings. Other than with the consent of a Baseball Instructing Group, acting reasonably (which consent shall be deemed to have been given if not given or refused within 48 hours of request) Baseball Cash Bidco shall comply and the Company shall procure that Baseball Stock Bidco shall comply, with each of the following covenants: (a) it shall ensure that the Baseball Scheme Circular is on substantially the terms set out in the Baseball Press Release, other than with respect to any amendments which could not reasonably be expected to be materially prejudicial to the interests of the Lenders; (b) it shall not make any amendments to the Baseball Implementation Agreement, other than with respect to any amendments which could not reasonably be expected to be materially prejudicial to the interests of the Lenders; (c) it shall ensure that the Baseball Scheme Circular is posted within 28 days of issuance of the Baseball Press Release, or if later, as soon as practicable after the date on which the Court convenes a meeting of the shareholders of Baseball to consider the Baseball Scheme; (d) it shall comply with all applicable laws and regulations (including, without limitation, the Act, the Financial Services and Markets Axx Xxx 0000, the Takeover Code (subject to any applicable waivers by the Takeover Panel) and the Listing Rules of the Financial Services Authority (as applicable); (e) it shall keep the Facility Agent informed of the material developments of the Baseball Scheme and the Baseball Acquisition and notify the Facility Agent of any circumstances which may lead to withdrawal of the Baseball Scheme or the Baseball Acquisition; (f) it shall provide the Facility Agent with any material updated financial information on the Baseball Group, and such other information relevant to the Baseball Scheme and the Baseball Acquisition as the Facility Agent may reasonably request (including without limitation, copies of any press or public announcements and any material documents or statements issued by the Takeover Panel or any regulatory authority in connection with the Baseball Scheme or the Baseball Acquisition); (g) it shall not increase the cash price per share under the cash only option at which the Baseball Acquisition is being made; (h) it shall not waive or amend any condition to the Baseball Scheme as set out in the Baseball Scheme Documents, except in any case where such amendment or waiver: (i) could not reasonably be expected to be materially prejudicial to the interests of the Lenders; or

Baseball Scheme Undertakings. Other than with the consent of a Baseball Instructing Group, acting reasonably (which consent shall be deemed to have been given if not given or refused within 48 hours of request) Baseball Cash Bidco shall comply and the Company shall procure that Baseball Stock Bidco shall comply, with each of the following covenants: (a) it shall ensure that the Baseball Scheme Circular is on substantially the terms set out in the Baseball Press Release, other than with respect to any amendments which could not reasonably be expected to be materially prejudicial to the interests of the Lenders; (b) it shall not make any amendments to the Baseball Implementation Agreement, other than with respect to any amendments which could not reasonably be expected to be materially prejudicial to the interests of the Lenders; (c) it shall ensure that the Baseball Scheme Circular is posted within 28 days of issuance of the Baseball Press Release, or if later, as soon as practicable after the date on which the Court convenes a meeting of the shareholders of Baseball to consider the Baseball Scheme; (d) it shall comply with all applicable laws and regulations (including, without limitation, the Act, the Financial Services and Markets Axx Act 0000, the xhe Takeover Code (subject to any applicable waivers by the Takeover Panel) and the Listing Rules of the Financial Services Authority (as applicable); (e) it shall keep the Facility Agent informed of the material developments of the Baseball Scheme and the Baseball Acquisition and notify the Facility Agent of any circumstances which may lead to withdrawal of the Baseball Scheme or the Baseball Acquisition; (f) it shall provide the Facility Agent with any material updated financial information on the Baseball Group, and such other information relevant to the Baseball Scheme and the Baseball Acquisition as the Facility Agent may reasonably request (including without limitation, copies of any press or public announcements and any material documents or statements issued by the Takeover Panel or any regulatory authority in connection with the Baseball Scheme or the Baseball Acquisition); (g) it shall not increase the cash price per share under the cash only option at which the Baseball Acquisition is being made; (h) it shall not waive or amend any condition to the Baseball Scheme as set out in the Baseball Scheme Documents, except in any case where such amendment or waiver: (i) could not reasonably be expected to be materially prejudicial to the interests of the Lenders; or