GENESYS S. A. shall procure that any one or more representatives, agents and advisers of the Agent and/or any of the Lenders will be allowed to have access to the assets, books, records and premises of Genesys S.A. and each of its consolidated subsidiaries and to inspect the same during normal business hours, subject to reasonable prior notice.
GENESYS S. A. will, after such acquisition, own or control, directly or indirectly, less than one-third or more than 95% of the share capital or voting rights of the target company.
GENESYS S. A. in its capacity as borrower under the Term A2 Facility and the Revolving 2 Facility (“Genesys S.A.”);
GENESYS S. A. shall promptly inform the Agent in writing upon any transfer of any of the shares of Genesys S.A. of which it is aware representing at least 5% of the share capital of Genesys S.A. or any change of control of such a portion of the share capital of Genesys S.A. of which it is aware and such notice shall include details of the previous owner or controller and the new owner or controller and the number and type of shares affected. Table of Contents
GENESYS S. A. (“Genesys ”), a French société anonyme whose registered office is at l’Acropole, 000-000 xxxxxx Xxxx Xxxxxx, 34000 Montepellier and is registered under number 339 697 021, RCS; and
GENESYS S. A. in its capacity as borrower under the Term A2 Facility and the Revolving 2 Facility (“Genesys S.A.”);
(3) BNP PARIBAS as agent for and on behalf of the Lenders (the “Agent”);
(4) BNP PARIBAS as security agent for and on behalf of the Lenders (the “Security Agent”); and
(5) THE LENDERS (as defined in the Original Facility Agreement).
GENESYS S. A. Refinancing
GENESYS S. A. shall and shall procure that each other Obligor shall:
(a) in relation to the Acquisition, comply in all material respects with all relevant laws and all requirements of relevant regulatory authorities;
(b) at the request of the Agent, provide the Agent with any material information in the possession of the Group relating to the Acquisition as the Agent may reasonably request;
(c) use reasonable endeavours to ensure that no publicity material, press releases or other public documents in relation to the Acquisition (other than those required by law or regulation) are published or released by or on behalf of it, or their advisers which refer to any of the Agent, the Arrangers, the Security Agent, the Lenders, this Agreement or the Facilities unless such reference and the context in which it appears have previously been approved by the Agent and the Arrangers (such approval not to be unreasonably withheld or delayed); and
(d) not withhold its consent to any reasonable request by the Arrangers or Agent to publicise the Facilities and the involvement of the Arrangers, Agent, the Security Agent, and the Lenders therein and the transactions contemplated thereby after the Closing Date.
GENESYS S. A. hereby covenants that it shall enter into factoring arrangements upon commercially reasonable terms with one or more financial institutions with respect to its operations and the ones of its subsidiaries and affiliates in the European Union no later than 31 December 2004 for the purpose of improving their working capital structure as compared to their working capital structure as of the date of this Agreement. 5.2.2 GCI hereby covenants that no later than 31 December 2004 it shall inform the Agent of the intent of GCI to enter into factoring arrangements with respect to its operations and the ones of its subsidiaries and affiliates in North America with the view to improving their working capital structure as compared to their capital working capital structure as of the date of this Agreement. 5.3
GENESYS S. A. shall procure that any member of the Group which is a Material Subsidiary is or shall, as soon as reasonably practicable after becoming a Material Subsidiary become an Additional Guarantor in accordance with Clause 35 (Changes to the Obligors) unless legal counsel to the Agent has confirmed there is a legal impediment to such Material Subsidiary becoming an Additional Guarantor. Table of Contents
