CONDUCT PRIOR TO COMPLETION. 3.1 Business conduct prior to Completion
(a) Subject to this clause 3, except where otherwise agreed by Rio Tinto or BHP Billiton, from the date of this Agreement until the JV Commencement Date, each of BHP Billiton and Rio Tinto must, and must procure that each of its Related Corporations:
(i) operate its Relevant Period Iron Ore Assets in the ordinary course, independently of the other; but
(ii) not dispose of its Relevant Period Iron Ore Assets otherwise than in the ordinary course, and must not grant any Security Interest over its Relevant Period Iron Ore Assets other than a Security Interest that would be permitted under clause 11 of the Joint Venture Agreement if it were in force.
(b) Paragraph (a) does not restrict either BHP Billiton or Rio Tinto (or their respective Related Corporations) prior to Completion:
(i) marketing and selling Iron Ore Product; or
(ii) initiating or progressing:
(A) any expansion capital project in respect of any Relevant Period Iron Ore Asset that is not listed in Schedule 4; or
(B) any acquisition that falls within the definition of a New Opportunity. Implementation Agreement
CONDUCT PRIOR TO COMPLETION. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Completion, the Promoters and the Company agree (except to the extent expressly contemplated by this Agreement or as consented to in writing by Investor) that Company and SMC Group Companies shall and Promoters shall cause the Company and SMC Group Companies to and shall ensure that each of the Company and SMC Group Companies shall, (i) carry on its business in the Ordinary Course of Business; (ii) pay its debts and taxes when due, subject to good faith disputes over such debts or Taxes, (iii) pay or perform other obligations when due, subject to good faith disputes; and (iv) use all reasonable efforts to preserve intact its present business organizations, and preserve its relationship with clients, lessors, licensors and others having business dealings with it, to the end that its goodwill and ongoing ability to provide services shall be unimpaired at the Completion. The Promoters agree to promptly notify the Investor of any event or occurrence not in the Ordinary Course of Business, and of any event which, in the opinion of the Company and/or the Promoters could reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, except as expressly contemplated by this Agreement, the Company shall not and the Promoters shall cause the Company and SMC Group Companies not to and shall ensure that Company and SMC Group Companies do not engage in any of the actions set out at Schedule 5, without the prior written consent of Investor which may be withheld in its sole discretion.
CONDUCT PRIOR TO COMPLETION. 4.1 BP and SEG each undertake to procure that until Completion the Company remains a non-trading dormant company and neither of them shall transfer or otherwise dispose of any interest in or create an Encumbrance over their respective Ordinary Shares.
4.2 SEG undertakes to regularly consult with BP about the conduct of ZNG's business between the date of this Agreement and Completion and shall procure that such business is carried out in the usual course of business consistent with past practice so as to maintain the same as an on-going concern and that no transaction outside the usual course of business is carried out without the prior written consent of the BP. In particular, SEG shall procure that until Completion unless with the prior written consent of BP:
4.2.1 no further participatory interests in ZNG will be created or issued and, other than as required by Clause 2.1.1, SEG shall not transfer or otherwise dispose of any interest in, or create any Encumbrance over, the participatory interests in ZNG;
4.2.2 other than as referred to in Clause 2.1.2, no alteration or amendment shall be made to the Charter or the operating, organisational or constitutional documents of ZNG;
4.2.3 ZNG shall not make any change in the nature or scope of its business as carried on at the date of this Agreement, nor shall it deal in any way with its existing oil and gas exploration licenses or the proposed new oil and gas exploration licences detailed in Schedule 6 (including (without limitation) any amendment to the terms of, nature or scope of such licenses or the work programmes attached to them);
4.2.4 ZNG shall not enter into any transaction, contract or arrangement that is not in the normal or ordinary course of its business as carried on at the date hereof nor enter into any transaction which is not on arm's length terms nor effect any acquisitions or disposals of any material assets;
4.2.5 ZNG shall not borrow any money or incur any material indebtedness;
4.2.6 ZNG shall not appoint or terminate, or alter the terms of employment of, any employees or personnel in a managerial capacity;
4.2.7 ZNG shall not create any Encumbrance over any of its assets;
4.2.8 ZNG shall not institute or settle any legal proceedings nor take any steps to wind itself up or commence any insolvency proceedings in relation to itself; and
4.2.9 ZNG shall not declare or pay any dividend, or otherwise make any other form of distribution to its members.
CONDUCT PRIOR TO COMPLETION. The parties shall procure that prior to Completion, the Investment Vehicle shall not carry on any business and shall have no assets or liabilities of any nature whatsoever save for the negotiation and execution of the Transaction Documents and the undertaking of all acts that are necessary for and/or incidental to the consummation of the Acquisition.
CONDUCT PRIOR TO COMPLETION. 5.1 From the date of this Agreement until Completion the Vendors and Covenantors shall (unless the Purchaser otherwise consents in writing) procure that the Group Companies are operated in accordance with this clause 5, unless this Agreement otherwise requires, as follows:
(a) no resolutions shall be passed for the payment of any dividend and no dividends shall be paid;
(b) no resolutions shall be passed for a reduction of capital and no reduction of capital shall occur;
(c) no resolutions shall be passed for the alteration of the constitution of any Group Company;
(d) no shares or other securities or notes or agreements having rights convertible into shares shall be issued by any Group Company;
(e) no new borrowings shall be made and no security interest over the assets of a Group Company shall be granted;
(f) the Group Companies shall operate their respective businesses as in the ordinary course;
(g) no Group Company shall enter any new employment or consulting arrangements and there shall be no alteration in the terms of the employment of any employee; and
(h) no agreements for the supply or acquisition of goods or services to or from third parties shall be entered into except in the ordinary course of business or with the consent of the Purchaser if the value of the agreement is more than AUS$25,000.
CONDUCT PRIOR TO COMPLETION. 2.1 Completion shall take place on 4 August 2014 (or on such other date as the Buyer and the Sellers’ Representatives agree) at the offices of the Sellers' Solicitors
2.2 The Company agrees and the Sellers undertake to procure that between the date hereof and Completion the Company shall not incur capital expenditure or financial commitments other than in the ordinary course of business in an aggregate amount of more than £50,000 without the prior written consent of the Buyer.
2.3 The Buyer agrees that in the event of any share split or share consolidation or other change to the share capital of the Buyer prior to Completion the number of Buyer Shares to be issued to the Sellers and Outstanding Sellers will be adjusted such that the Buyer Shares so issued are of equivalent economic value to the number of Buyer Shares to be so issued prior to any such change to the share capital of the Buyer.
CONDUCT PRIOR TO COMPLETION. Pending Completion, the Vendors must, unless the Vendors have the prior written consent of the Purchaser to act otherwise, and except for the Permitted Transfer:
(a) OPERATE THE BUSINESS ensure that the Company operates and conducts the Business and maintains the Goodwill in accordance with good business practice;
(b) NOT ACQUIRE OR DISPOSE OF ASSET ensure that the Company does not acquire or dispose of any Assets other than in the normal course of trading and on arms-length commercial terms for full value;
CONDUCT PRIOR TO COMPLETION. 3.1 Prior to Completion and save for such steps as may be taken in anticipation of CLAUSE 4 (ACTIONS FOLLOWING EXECUTION OF THIS AGREEMENT), the Society shall, and Pioneer shall cause, so far as it is able, the Society to carry on business in the ordinary and normal course of business as a going concern and in accordance with the Initial Business Plan and the Initial Budget.
3.2 Without prejudice to the generality of CLAUSE 3.1, the Society shall not and Pioneer shall cause, so far as it is able, that the Society shall not prior to Completion without the prior written consent of Nationwide or except as expressly contemplated in this Agreement, the Shareholders' Agreement, the Initial Budget or the Initial Business Plan:
3.2.1 declare or pay any dividend or make any other form of distribution to its shareholders;
3.2.2 acquire or dispose of any shares, debentures or other securities in any other company or all of any Shares (other than the allotment of the Subscription Shares to Nationwide) or grant or acquire any option over any shares, debentures or other securities of the Society or make any commitment to do so;
3.2.3 (except in the ordinary course of business) dispose of any assets;
3.2.4 embark on a programme, submit any bid or tender or making any contract or commitment which is likely to involve more than US$ 100,000 (or its equivalent) by reference to (i) value, (ii) capital expenditure or non-recurring costs or (iii) liabilities or otherwise result in any material change in the nature of the operations and activities of the Society's business;
CONDUCT PRIOR TO COMPLETION. The Seller is responsible for the administration of the License Interest until the date that the Purchaser receives confirmation that the condition precedent in clause 3.1( b) has been satisfied. Prior to that date, except as expressly disclosed in this Deed or consented to by the Purchaser, the Seller must inform and consult with the Purchaser on all material matters relating to the License Interest. In particular, but without prejudice to the generality of the foregoing:
(a) the Seller must not create any Security Interest over any of the License Interest or dispose of any of its interest in any of the License Interest; and
(b) the Seller must provide to the Purchaser copies of all material notices received by it from the Minister or any other party in respect of the License Interest. After that date and prior to the Completion Date, each party must use its best endeavors to cooperate with the other party in the administration of the License Interest and not unreasonably withhold or delay any consent, which may be required under this clause 5.3. A party will be taken to have given its consent for the purposes of this clause 5.3, if that party does not, within a period of time that is reasonable in the context of the matter to which the consent relates, notify the other party that it refuses its consent. In this clause 5.3, a reasonable period of time means within 96 hours after a party is notified of a proposed action.
CONDUCT PRIOR TO COMPLETION. As from the date of this Agreement (the “Signing Date”) until Completion, the Seller shall:
