Disapplication; Shareholder Approval. No later than immediately prior to the Closing, New York, in its capacity as the then sole shareholder of UK Holdco, shall (a) take all action necessary to disapply or modify the preemptive rights applicable to UK Holdco under Applicable Law for a period of five (5) years after the adoption of the UK Holdco Articles of Association so as to permit the exercise of the preemptive rights set forth in Section 6.1 of the Shareholder Agreement (the “Contractual Preemptive Rights”), (b) approve and adopt the Shareholder Agreement for purposes of obtaining the required shareholder approval under the rules and regulations of the NYSE, including Section 312 of the NYSE Listed Company Manual (Shareholder Approval Policy), in order to permit the exercise of the Contractual Preemptive Rights and (c) pass a resolution in compliance with applicable Laws authorizing the terms of the Shareholder Agreement for purposes of Section 694 of the UK Companies Axx 0000 and providing that the authority does not expire for five (5) years after such resolution is passed. 107
Disapplication; Shareholder Approval. (a) The Shareholders’ preemptive rights under Section 6.1 may be exercised in respect of any Subject Issuance (the “Contractual Preemptive Rights”) for a period of five (5) years (a “Disapplication Period”) from the date of the approval of the Articles of Association of the Company. Except as otherwise agreed by the Parties, the Company shall convene a general meeting of the shareholders of the Company before the expiry of each Disapplication Period to vote either (i) to adopt new Articles of Association or (ii) to pass a special resolution, in each case disapplying or modifying the preemptive rights applicable to the Company under Applicable Law for a further Disapplication Period so as to permit the exercise of the Contractual Preemptive Rights until the expiry of that further Disapplication Period (each a “Disapplication Resolution”), and the Company agrees to take all action within its powers to cause the adoption or passage of such Disapplication Resolution. The Shareholders agree to vote their Voting Securities in favor of each Disapplication Resolution at each so convened general meeting. If at any such general meeting the Disapplication Resolution is not adopted or passed and the Disapplication Period expires, (x) every year after such expiration and until the earlier of (i) a Disapplication Resolution is adopted or passed and (ii) the ninth anniversary of the Closing, the Company shall convene a general meeting of the shareholders of the Company to vote to adopt or pass a Disapplication Resolution, and the Company shall take all action within its powers to cause the adoption or passage of such Disapplication Resolution, and (y) the Shareholders shall, until such Disapplication Resolution is adopted or passed, (i) have the option, to be indicated in a notice delivered to the Company, in connection with any Subject Issuance for cash consideration (or, in the event any applicable Law prevents the issuance or exercise of the Preemptive Warrants, any Subject Issuance for non-cash consideration), to the extent such shares are not purchased by the Shareholders from the Company, to make open market or privately negotiated purchases of Voting Securities, provided, that following such open market or privately negotiated purchases, the Shareholders’ Voting Power shall not exceed the Shareholders’ Voting Power immediately prior to such Subject Issuance and (ii) have the option, in connection with any Subject Issuance for non-cash consideration, for a period o...
