Before Completion. Vodafone shall carry out the pre-Completion steps set out in, and in accordance with, Schedule 8 (the “Vodafone Pre-Completion Reorganisation”). At least 5 Business Days before taking any of the steps set out in Schedule 8, Vodafone shall provide Liberty Global with all draft documentation for implementing each step and shall, in its sole discretion, consult with Liberty Global in relation to such step or document.
Before Completion. 5.1 During the period from the date of this Agreement to Completion, the Company shall procure that:
(a) the businesses of the Company are conducted in accordance with, and in substantially the manner as set out in the proposed plans attaching the First Schedule;
(b) save as disclosed, no Group Company creates a Security Interest over any of its assets;
(c) no Group Company distributes or returns any share or registered capital;
Before Completion. (For the purposes of this CLAUSE 15, Persona products will be deemed to have been sold when title in the Persona product passed from the relevant Company or member of the Vendor's Group to a third party).
Before Completion. (i) the Board of Directors must approve the board resolution, in form and substance satisfactory to the Original Warrantholder, which resolves, among other matters, to issue the Warrants to the Original Warrantholder, and to amend the Articles so as to increase the Company’s authorized shares, if necessary, to be issued pursuant to the terms of this Agreement; and
(ii) if necessary, the Company will cause the required Shareholders to approve a shareholder resolution, in form and substance satisfactory to the Original Warrantholder, which resolves, among other matters amend the Articles to increase the number of authorized shares in relation to the subscription of the Warrants by the Warrantholder and of the issue and subscription by the Original Warrantholder of the Warrant Shares pursuant to the terms of this Agreement.
Before Completion. The Vendor covenants to pay to the Purchaser by way of adjustment to the purchase price for the Shares an amount equal to any payment made or other loss suffered or liability incurred after Completion by the Purchaser or any Group Company that is not provided for in the Completion Accounts to the extent arising from:
Before Completion. USG must (except where this Agreement expressly permits such loans to remain outstanding):
(i) identify all existing loans between a USG Group Member and a USG Contributed Entity; and
(ii) procure that all payments are made and such other actions are taken as may be necessary to ensure the payment in full of loan balances between any USG Group Members on the one hand and any USG Contributed Entities on the other hand (or that the relevant loan balances are capitalised provided that no additional shares are issued by the USG Contributed Entities whose shares are USG Contributed Shares).
Before Completion if the Vendor needs to use any such Corporate Documents, it shall give notice to the Purchaser and if it agrees to such use, the Purchaser will arrange for the Vendor’s personnel to go to the Place of Joint Custody to use the documents.
Before Completion the Lead Seller must promptly give written notice to the Purchaser of any Material Adverse Change of which the Sellers become aware, and provide full details of that event.
Before Completion the manager of the Company shall call on Extraordinary Meeting of the shareholders of the Company for the purpose of considering the matters set forth in the draft minutes of such meeting attached hereto as Schedule (15). Each of the Sellers agrees to vote in favour of the matters set forth in such minutes; provided, however that Sellers shall have previously received the approvals described in the General Counsel Certificate.
Before Completion. (A) Liberty Global shall undertake an investigation into the cause or causes of the Liberty Global Data Breach Matter and, once identified, shall (or shall procure that each relevant Liberty Global Target Group Company shall) use reasonable endeavours to (i) implement such steps as Liberty Global considers (acting reasonably and with a view to the best interests of the Liberty Global Target Group) appropriate or desirable, and (ii) implement, or commence the planning or implementation of, such specific steps as are required to be taken by a Data Protection Authority and set out in a final enforcement notice (which is not subject to appeal, or subject to an application for cancellation or variation), in each case to remedy such cause or causes with the objective of preventing the recurrence of a similar incident; and
(B) Telefonica shall undertake an investigation into the cause or causes of the Telefonica Data Breach Matter and, once identified, shall (or shall procure that each relevant Telefonica Target Group Company shall) use reasonable endeavours to (i) implement such steps as Telefonica considers (acting reasonably and with a view to the best interests of the Telefonica Target Group) appropriate or desirable, and (ii) implement, or commence the planning or implementation of, such specific steps as are required to be taken by a Data Protection Authority and set out in a final enforcement notice (which is not subject to appeal, or subject to an application for cancellation or variation), in each case to remedy such cause or causes with the objective of preventing the recurrence of a similar incident.
