Common use of CONDUCT OF BUSINESS BEFORE COMPLETION Clause in Contracts

CONDUCT OF BUSINESS BEFORE COMPLETION. (A) Subject to sub-clause (B), each of the Investor Parties shall procure that between the date of this Agreement and Completion or termination of this Agreement each member of the Group shall carry on business in the ordinary course and in a manner consistent with the way in which the business has been carried on in the twelve months prior to the date of this Agreement and shall procure that no member of the Group shall undertake any act or course of conduct which is outside the ordinary course of the business of the Group or which is not of a routine unimportant nature. Subject as aforesaid, in particular (but without prejudice to the generality of the foregoing) each of the Investor Parties shall procure that no member of the Group shall undertake any of the acts or matters specified in sub-clause (B) without the prior written consent of the Purchaser. (B) The acts and matters referred to in sub-clause (A) are as follows:- (i) the acquisition or disposal of any interest in real property (but excluding the subleasing of the Company's property at Axis 00, Xxxx Xxxx Road, Foxholes Business Park, Hertford, details of which are set out in the Disclosure Letter); (ii) any acquisition or disposal of any interest in the business or share capital of any undertaking; (iii) any offer by any member of the Group to engage any new employee or consultant at any annual salary or fee per employee or consultant (on the basis of full time employment or consultancy) in excess of (pound)50,000 per annum or which is not terminable by the employer by giving six months' notice; (iv) any dismissal of any Senior Employee of the Group, other than for cause; (v) any amendment, including any increase in emoluments (including, without limitation, pension benefits and contributions, bonuses, commissions and benefits in kind), to the terms of employment of any category of employees of the Group, but excluding the annual pay review for the year 2000, details of which are set out in the Disclosure Letter; (vi) any declaration, authorisation, making or payment of a dividend (in cash or in specie) or other distribution of a similar nature or which is taxed in the same way as a dividend; (vii) any reduction of capital; (viii) any grant of any guarantee or indemnity for the obligations of any person who is not a member of the Group whether in relation to the business of the Group or otherwise; (ix) with the exception of the allotment of 41,237 A ordinary shares in the capital of the Company to BOS pursuant to BOS's outstanding warrant to subscribe for such shares, any creation, allotment or issue or any grant of any option over or other right to subscribe or purchase, or any redemption or purchase of, any share or loan capital or securities of any member of the Group or securities convertible into any of the foregoing; (x) any creation or grant of any option, right to acquire, mortgage, charge, pledge, lien (other than a lien arising by operation of law or in the ordinary course of business) or other form of security or encumbrance or equity on, over or affecting the whole or any part of the undertaking or assets of any member of the Group other than rights arising under retention of title clauses in the ordinary course of business; (xi) the making of any loan (other than the granting of trade credit in the ordinary course of business in accordance with the Group's normal practice) to any person other than to a member of the Group; (xii) any borrowing (other than the receipt of trade credit in the ordinary course of business) other than borrowings from a member of the Group; (xiii) the appointment of any agent or distributor of any member of the Group or varying the terms of any agent or distributor of any member of the Group; (xiv) appoint or permit any person to become a director of any member of the Group; (xv) any change in the manner or timing of the collection or enforcement of any trade receivables or of the payment of any trade payables or other Indebtedness or any action in relation to such matters which is inconsistent with the past practice of the members of the Group and the way in which the business has been previously carried on; (xvi) any reduction of provisions or reserves shown in the Accounts; (xvii) any roll over or hold over claim or election in respect of the site at Cheshunt (full particulars of such disposal being set out in the Disclosure Letter); (xviii) the entering into of any agreement (conditional or otherwise) with any Investor Party or BOS; and (xix) the entering into of any agreement (conditional or otherwise) to do any of the foregoing. (C) Each of the Investor Parties shall procure that between the date of this Agreement and the Completion Date, on the reasonable request of the Purchaser (after discussion with the Managers), each member of the Group shall allow the management of the Purchaser (and its advisers, lawyers, bankers, financiers, accountants, underwriters of the IPO and any other persons authorised by it), upon reasonable notice, to have full access during normal working hours to the books and records of each member of the Group in the possession or control of the relevant member of the Group and to directors and members of the management of the Group and the members of the Group. The directors and members of the management of the Group shall be instructed to give promptly all information and explanations to the Purchaser or any such persons as they may reasonably request. For the avoidance of doubt, nothing in this sub-clause (C) shall oblige the Investor Parties to procure that any member of the Group disclose information relating to its customers and suppliers, which, in the reasonable opinion of the Investor Parties, would prejudice the competitive position of that member of the Group in its market should the transactions contemplated by this Agreement not proceed to Completion. (D) The Purchaser shall, between the date of this Agreement and the Completion Date, on the reasonable request of the Managers (after discussion with the Purchaser), permit selected members of the Company's management (and their advisers and lawyers), upon reasonable notice, to have full access during normal working hours to the books and records of the Purchaser including the statutory books, minutes books, leases, contracts, intellectual property and supplier lists (but excluding customer lists) in the possession or control of the Purchaser and to directors and members of the management of the Purchaser and the directors and members of the management of the Purchaser shall be instructed to give promptly all information and explanations to the Manager (and their advisers and lawyers) as they may reasonably request. For the avoidance of doubt, nothing in this sub-clause (D) shall oblige the Purchaser to disclose information relating to its customers and suppliers which, in the reasonable opinion of the Purchaser, would prejudice the Purchaser's competitive position in its market should the transactions contemplated by this Agreement not proceed to Completion.

CONDUCT OF BUSINESS BEFORE COMPLETION. (A) Subject to sub-clause (B), each of the Investor Parties 4.1 The Seller shall procure that between the date of this Agreement and Completion or termination of this Agreement each member of the Group Target Group, other than any which are dormant or non-trading, shall carry on business in the ordinary course and in accordance with all applicable legal and regulatory requirements and, in particular, but without limitation each member of the Target Group shall not do or agree to any of the following except, in each case, as required or permitted under any Share Purchase Document or with prior consent in writing of the Purchaser, for the avoidance of doubt, including any acts or omissions in accordance with clause 33, (such consent not to be unreasonably withheld, conditioned or delayed and provided that any action by a manner consistent member of the Target Group or the Seller taken at the written request of the Purchaser shall be deemed to have the consent of the Purchaser): UK1 5276565v.18 (a) any offer by a member of the Target Group or any member of the Retained Group to engage any new employee or enter into a retainer with a consultant to carry out duties in relation to the way business of the Target Group or, save in respect of a dismissal for cause, any dismissal by a member of the Target Group or any member of the Retained Group of any Employee or consultant carrying out duties in relation to the business of the Target Group; (b) any material change to the 1861 Business Plan; (c) any disposal of any interest in any material part of the business and undertaking of the Target Group; (d) the entering into, termination or variation (in each case other than in the ordinary course of its insurance and reinsurance business) of any material contract or commitment or the entering into of any long-term liability (in excess of three months) relating to or affecting the business of the Target Group, save that this paragraph shall not permit the entering into, termination or variation of any reinsurance contract with any member of the Retained Group; (e) except in the ordinary course of its insurance and reinsurance business in relation to its investment portfolio any acquisition of any share or interest in any company, partnership, or other venture; (f) modify the rights attached to the Shares; (g) create, allot, issue, acquire, repay or redeem any share or loan capital or agree, arrange or undertake to do any of those things; (h) declare, pay or make a dividend or distribution; (i) pass a shareholders' resolution; (j) amend the terms and conditions of employment or pension benefits of any Employee or provide, or agree to provide, any gratuitous payment or benefit to any Employee (or any of their dependants); (k) except in the ordinary course of its insurance and reinsurance business institute, compromise, settle, release, discharge or compound any civil, criminal, arbitration or other proceedings or any liability, claim, action, demand or dispute, or waive any right in relation to any of the foregoing; (l) amend, or agree to amend, the terms of its borrowing or indebtedness in the nature of borrowing or create, incur, or agree to create or incur, borrowing or indebtedness in the nature of borrowing; UK1 5276565v.18 (m) except in the ordinary course of its insurance and reinsurance business give, or agree to give, a guarantee, indemnity or other agreement to secure, or incur financial or other obligations with respect to, another person's obligation; (n) enter into an agreement, arrangement or obligation (legally enforceable or not) in which: (i) the Seller or any other member of the Retained Group; and (ii) a director or former director of the Target Group or the Retained Group or a person connected with any such director or former director is interested; or (o) knowingly do or omit to do, or knowingly cause to be done or omitted to be done, any act or thing which the business has been carried on Seller knows would result in any Warranty being untrue or inaccurate when repeated immediately prior to Completion, provided that (A) the twelve months Seller shall not be in breach of this sub-clause 4.1(o) if (i) the relevant act or thing was done, omitted to be done (or caused to be done or omitted to be done) in order to comply with any legal or regulatory requirement or any legally binding agreement entered into by a member of the Target Group prior to the date of this Agreement and shall procure that no member or any duty of the Group shall undertake any act or course of conduct which is outside the ordinary course of the business of the Group or which is not of a routine unimportant nature. Subject as aforesaid, in particular (but without prejudice to the generality of the foregoing) each of the Investor Parties shall procure that no member of the Group shall undertake any of the acts or matters specified in sub-clause (B) without the prior written consent of the Purchaser. (B) The acts and matters referred to in sub-clause (A) are as follows:- (i) the acquisition or disposal of any interest in real property (but excluding the subleasing of the Company's property at Axis 00, Xxxx Xxxx Road, Foxholes Business Park, Hertford, details of which are set out in the Disclosure Letter); (ii) any acquisition or disposal of any interest in the business or share capital of any undertaking; (iii) any offer by any member of the Group to engage any new employee or consultant at any annual salary or fee per employee or consultant (on the basis of full time employment or consultancy) in excess of (pound)50,000 per annum or which is not terminable by the employer by giving six months' notice; (iv) any dismissal of any Senior Employee of the Group, other than for cause; (v) any amendment, including any increase in emoluments (including, without limitation, pension benefits and contributions, bonuses, commissions and benefits in kind), to the terms of employment of any category of employees of the Group, but excluding the annual pay review for the year 2000, details of which are set out in the Disclosure Letter; (vi) any declaration, authorisation, making or payment of a dividend (in cash or in specie) or other distribution of a similar nature or which is taxed in the same way as a dividend; (vii) any reduction of capital; (viii) any grant of any guarantee or indemnity for the obligations of any person who is not a member of the Target Group whether in relation to the business of the Group existing or otherwise; (ix) with the exception of the allotment of 41,237 A ordinary shares in the capital of the Company to BOS pursuant to BOS's outstanding warrant to subscribe for such shares, any creation, allotment or issue or any grant of any option over or other right to subscribe or purchase, or any redemption or purchase of, any share or loan capital or securities of any member of the Group or securities convertible into any of the foregoing; (x) any creation or grant of any option, right to acquire, mortgage, charge, pledge, lien (other than a lien arising by operation of law or in the ordinary course of business, or (ii) the relevant act, thing or other form omission was not reasonably capable of security being prevented or encumbrance or equity onavoided and (B) for the avoidance of doubt, over or affecting neither (i) the whole or any part termination of the undertaking or assets employment of any member Employee for cause after the execution of the Group other than rights arising under retention of title clauses in the ordinary course of business; this Agreement nor (xiii) the making resignation of any loan (other than Employee after the granting execution of trade credit in the ordinary course of business in accordance with the Group's normal practice) this Agreement shall give rise to any person other than to a member breach of the Group; (xii) any borrowing (other than the receipt of trade credit in the ordinary course of business) other than borrowings from a member of the Group; (xiii) the appointment of any agent or distributor of any member of the Group or varying the terms of any agent or distributor of any member of the Group; (xiv) appoint or permit any person to become a director of any member of the Group; (xv) any change in the manner or timing of the collection or enforcement of any trade receivables or of the payment of any trade payables or other Indebtedness or any action in relation to such matters which is inconsistent with the past practice of the members of the Group and the way in which the business has been previously carried on; (xvi) any reduction of provisions or reserves shown in the Accounts; (xvii) any roll over or hold over claim or election in respect of the site at Cheshunt (full particulars of such disposal being set out in the Disclosure Letterthis sub-clause 4.1(o); (xviii) the entering into of any agreement (conditional or otherwise) with any Investor Party or BOS; and (xix) the entering into of any agreement (conditional or otherwise) to do any of the foregoing. (C) Each of the Investor Parties shall procure that between 4.2 From the date of this Agreement and until Completion the Completion Date, on Seller shall (to the reasonable request extent permitted by applicable law and regulation) keep the Purchaser informed as to all material developments in the operation of the business of the Target Group and shall, at the Purchaser’s cost, provide, or procure the provision of, such information regarding the business and affairs of the Target Group as the Purchaser may reasonably require (after discussion including without limitation in relation to claims handling and correspondence with regulators), provided that the obligations of the Seller under this sub-clause 4.2 shall not extend to allowing access to any information which relates to any member of the Retained Group or its activities otherwise than in connection with the Managers), Target Group. All information received by the Purchaser under this sub-clause 4.2 shall be treated as confidential by the Purchaser and shall not be disclosed to any third party without the Seller’s prior written consent at any time prior to Completion and the provisions of clause 23 shall apply to all such information. 4.3 The Seller shall procure that each member of the Target Group that is dormant or non-trading shall allow the management of the Purchaser (and its advisers, lawyers, bankers, financiers, accountants, underwriters of the IPO and any other persons authorised by it), upon reasonable notice, not cease to have full access during normal working hours to the books and records of each member of the Group in the possession be dormant or control of the relevant member of the Group and to directors and members of the management of the Group and the members of the Group. The directors and members of the management of the Group shall be instructed to give promptly all information and explanations to the Purchaser or any such persons as they may reasonably request. For the avoidance of doubt, nothing in this subnon-clause (C) shall oblige the Investor Parties to procure that any member of the Group disclose information relating to its customers and suppliers, which, in the reasonable opinion of the Investor Parties, would prejudice the competitive position of that member of the Group in its market should the transactions contemplated by this Agreement not proceed trading prior to Completion. (D) The Purchaser shall, between the date of this Agreement and the Completion Date, on the reasonable request of the Managers (after discussion with the Purchaser), permit selected members of the Company's management (and their advisers and lawyers), upon reasonable notice, to have full access during normal working hours to the books and records of the Purchaser including the statutory books, minutes books, leases, contracts, intellectual property and supplier lists (but excluding customer lists) in the possession or control of the Purchaser and to directors and members of the management of the Purchaser and the directors and members of the management of the Purchaser shall be instructed to give promptly all information and explanations to the Manager (and their advisers and lawyers) as they may reasonably request. For the avoidance of doubt, nothing in this sub-clause (D) shall oblige the Purchaser to disclose information relating to its customers and suppliers which, in the reasonable opinion of the Purchaser, would prejudice the Purchaser's competitive position in its market should the transactions contemplated by this Agreement not proceed to Completion.

CONDUCT OF BUSINESS BEFORE COMPLETION. (A) Subject to sub-clause (B), each of the Investor Parties 4.1 The Seller shall procure that between the date of this Agreement and Completion or termination of this Agreement each member of the Group Target Group, other than any which are dormant or non-trading, shall carry on business in the ordinary course and in accordance with all applicable legal and regulatory requirements and, in particular, but without limitation each member of the Target Group shall not do or agree to any of the following except, in each case, as required or permitted under any Share Purchase Document or with prior consent in writing of the Purchaser, for the avoidance of doubt, including any acts or omissions in accordance with clause 33, (such consent not to be unreasonably withheld, conditioned or delayed and provided that any action by a manner consistent member of the Target Group or the Seller taken at the written request of the Purchaser shall be deemed to have the consent of the Purchaser): UK1 5276565v.18 10 (a) any offer by a member of the Target Group or any member of the Retained Group to engage any new employee or enter into a retainer with a consultant to carry out duties in relation to the way business of the Target Group or, save in respect of a dismissal for cause, any dismissal by a member of the Target Group or any member of the Retained Group of any Employee or consultant carrying out duties in relation to the business of the Target Group; (b) any material change to the 1861 Business Plan; (c) any disposal of any interest in any material part of the business and undertaking of the Target Group; (d) the entering into, termination or variation (in each case other than in the ordinary course of its insurance and reinsurance business) of any material contract or commitment or the entering into of any long-term liability (in excess of three months) relating to or affecting the business of the Target Group, save that this paragraph shall not permit the entering into, termination or variation of any reinsurance contract with any member of the Retained Group; (e) except in the ordinary course of its insurance and reinsurance business in relation to its investment portfolio any acquisition of any share or interest in any company, partnership, or other venture; (f) modify the rights attached to the Shares; (g) create, allot, issue, acquire, repay or redeem any share or loan capital or agree, arrange or undertake to do any of those things; (h) declare, pay or make a dividend or distribution; (i) pass a shareholders' resolution; (j) amend the terms and conditions of employment or pension benefits of any Employee or provide, or agree to provide, any gratuitous payment or benefit to any Employee (or any of their dependants); (k) except in the ordinary course of its insurance and reinsurance business institute, compromise, settle, release, discharge or compound any civil, criminal, arbitration or other proceedings or any liability, claim, action, demand or dispute, or waive any right in relation to any of the foregoing; (l) amend, or agree to amend, the terms of its borrowing or indebtedness in the nature of borrowing or create, incur, or agree to create or incur, borrowing or indebtedness in the nature of borrowing; UK1 5276565v.18 11 (m) except in the ordinary course of its insurance and reinsurance business give, or agree to give, a guarantee, indemnity or other agreement to secure, or incur financial or other obligations with respect to, another person's obligation; (n) enter into an agreement, arrangement or obligation (legally enforceable or not) in which: (i) the Seller or any other member of the Retained Group; and (ii) a director or former director of the Target Group or the Retained Group or a person connected with any such director or former director is interested; or (o) knowingly do or omit to do, or knowingly cause to be done or omitted to be done, any act or thing which the business has been carried on Seller knows would result in any Warranty being untrue or inaccurate when repeated immediately prior to Completion, provided that (A) the twelve months Seller shall not be in breach of this sub-clause 4.1(o) if (i) the relevant act or thing was done, omitted to be done (or caused to be done or omitted to be done) in order to comply with any legal or regulatory requirement or any legally binding agreement entered into by a member of the Target Group prior to the date of this Agreement and shall procure that no member or any duty of the Group shall undertake any act or course of conduct which is outside the ordinary course of the business of the Group or which is not of a routine unimportant nature. Subject as aforesaid, in particular (but without prejudice to the generality of the foregoing) each of the Investor Parties shall procure that no member of the Group shall undertake any of the acts or matters specified in sub-clause (B) without the prior written consent of the Purchaser. (B) The acts and matters referred to in sub-clause (A) are as follows:- (i) the acquisition or disposal of any interest in real property (but excluding the subleasing of the Company's property at Axis 00, Xxxx Xxxx Road, Foxholes Business Park, Hertford, details of which are set out in the Disclosure Letter); (ii) any acquisition or disposal of any interest in the business or share capital of any undertaking; (iii) any offer by any member of the Group to engage any new employee or consultant at any annual salary or fee per employee or consultant (on the basis of full time employment or consultancy) in excess of (pound)50,000 per annum or which is not terminable by the employer by giving six months' notice; (iv) any dismissal of any Senior Employee of the Group, other than for cause; (v) any amendment, including any increase in emoluments (including, without limitation, pension benefits and contributions, bonuses, commissions and benefits in kind), to the terms of employment of any category of employees of the Group, but excluding the annual pay review for the year 2000, details of which are set out in the Disclosure Letter; (vi) any declaration, authorisation, making or payment of a dividend (in cash or in specie) or other distribution of a similar nature or which is taxed in the same way as a dividend; (vii) any reduction of capital; (viii) any grant of any guarantee or indemnity for the obligations of any person who is not a member of the Target Group whether in relation to the business of the Group existing or otherwise; (ix) with the exception of the allotment of 41,237 A ordinary shares in the capital of the Company to BOS pursuant to BOS's outstanding warrant to subscribe for such shares, any creation, allotment or issue or any grant of any option over or other right to subscribe or purchase, or any redemption or purchase of, any share or loan capital or securities of any member of the Group or securities convertible into any of the foregoing; (x) any creation or grant of any option, right to acquire, mortgage, charge, pledge, lien (other than a lien arising by operation of law or in the ordinary course of business, or (ii) the relevant act, thing or other form omission was not reasonably capable of security being prevented or encumbrance or equity onavoided and (B) for the avoidance of doubt, over or affecting neither (i) the whole or any part termination of the undertaking or assets employment of any member Employee for cause after the execution of the Group other than rights arising under retention of title clauses in the ordinary course of business; this Agreement nor (xiii) the making resignation of any loan (other than Employee after the granting execution of trade credit in the ordinary course of business in accordance with the Group's normal practice) this Agreement shall give rise to any person other than to a member breach of the Group; (xii) any borrowing (other than the receipt of trade credit in the ordinary course of business) other than borrowings from a member of the Group; (xiii) the appointment of any agent or distributor of any member of the Group or varying the terms of any agent or distributor of any member of the Group; (xiv) appoint or permit any person to become a director of any member of the Group; (xv) any change in the manner or timing of the collection or enforcement of any trade receivables or of the payment of any trade payables or other Indebtedness or any action in relation to such matters which is inconsistent with the past practice of the members of the Group and the way in which the business has been previously carried on; (xvi) any reduction of provisions or reserves shown in the Accounts; (xvii) any roll over or hold over claim or election in respect of the site at Cheshunt (full particulars of such disposal being set out in the Disclosure Letterthis sub-clause 4.1(o); (xviii) the entering into of any agreement (conditional or otherwise) with any Investor Party or BOS; and (xix) the entering into of any agreement (conditional or otherwise) to do any of the foregoing. (C) Each of the Investor Parties shall procure that between 4.2 From the date of this Agreement and until Completion the Completion Date, on Seller shall (to the reasonable request extent permitted by applicable law and regulation) keep the Purchaser informed as to all material developments in the operation of the business of the Target Group and shall, at the Purchaser’s cost, provide, or procure the provision of, such information regarding the business and affairs of the Target Group as the Purchaser may reasonably require (after discussion including without limitation in relation to claims handling and correspondence with regulators), provided that the obligations of the Seller under this sub-clause 4.2 shall not extend to allowing access to any information which relates to any member of the Retained Group or its activities otherwise than in connection with the Managers), Target Group. All information received by the Purchaser under this sub-clause 4.2 shall be treated as confidential by the Purchaser and shall not be disclosed to any third party without the Seller’s prior written consent at any time prior to Completion and the provisions of clause 23 shall apply to all such information. 4.3 The Seller shall procure that each member of the Target Group that is dormant or non-trading shall allow the management of the Purchaser (and its advisers, lawyers, bankers, financiers, accountants, underwriters of the IPO and any other persons authorised by it), upon reasonable notice, not cease to have full access during normal working hours to the books and records of each member of the Group in the possession be dormant or control of the relevant member of the Group and to directors and members of the management of the Group and the members of the Group. The directors and members of the management of the Group shall be instructed to give promptly all information and explanations to the Purchaser or any such persons as they may reasonably request. For the avoidance of doubt, nothing in this subnon-clause (C) shall oblige the Investor Parties to procure that any member of the Group disclose information relating to its customers and suppliers, which, in the reasonable opinion of the Investor Parties, would prejudice the competitive position of that member of the Group in its market should the transactions contemplated by this Agreement not proceed trading prior to Completion. (D) The Purchaser shall, between the date of this Agreement and the Completion Date, on the reasonable request of the Managers (after discussion with the Purchaser), permit selected members of the Company's management (and their advisers and lawyers), upon reasonable notice, to have full access during normal working hours to the books and records of the Purchaser including the statutory books, minutes books, leases, contracts, intellectual property and supplier lists (but excluding customer lists) in the possession or control of the Purchaser and to directors and members of the management of the Purchaser and the directors and members of the management of the Purchaser shall be instructed to give promptly all information and explanations to the Manager (and their advisers and lawyers) as they may reasonably request. For the avoidance of doubt, nothing in this sub-clause (D) shall oblige the Purchaser to disclose information relating to its customers and suppliers which, in the reasonable opinion of the Purchaser, would prejudice the Purchaser's competitive position in its market should the transactions contemplated by this Agreement not proceed to Completion.