Common use of Group Company Conduct of Business Clause in Contracts

Group Company Conduct of Business. From the date of this Agreement through the earlier of the Merger Closing or valid termination of this Agreement pursuant to Article XII (the “Interim Period”), each Group Company shall, except (i) as otherwise explicitly contemplated by this Agreement, the other Transaction Documents, or in connection with any (x) Transaction Financings or (y) Pre-Merger Reorganization, (ii) as required by Law or (iii) as consented to by SPAC in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), (A) use reasonable best efforts to operate its business in the ordinary course consistent with past practice; and (B) comply with its Governing Documents, except solely in the case of any Subsidiary of such Group Company, where non-compliance by such Subsidiary would not be material to the business of the Group Companies (taken as a whole). Without limiting the generality of the foregoing, except (i) as set forth on Section 8.1 of the Group Companies Disclosure Letter, (ii) as consented to by SPAC in writing (which consent shall not be unreasonably conditioned, withheld, or delayed), provided that SPAC’s consent shall not be required with respect to the matters referred to in Subsections (e), (i) and (p) below as long as the Company notifies SPAC following the occurrence of such event, each Group Company shall not, except as otherwise contemplated by this Agreement, the other Transaction Documents, in connection with any (x) Transaction Financings or (y) Pre-Merger Reorganization, or required by Law: (a) change or amend the Governing Documents of such Group Company; (b) make or declare any dividend or distribution to the shareholders of such Group Company or make any other distributions in respect of any Equity Securities of such Group Company; (c) (i) split, combine, reclassify, recapitalize or otherwise amend any terms of any Equity Securities of such Group Company, except for any such transaction by any Group Company (other than PubCo) that remains a Subsidiary of PubCo after consummation of such transaction; or (ii) amend any term or alter any rights of any of its outstanding Equity Securities; (d) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital or outstanding Equity Securities of such Group Company, except for (i) the acquisition by such Group Company of any Equity Securities of such Group Company in connection with the forfeiture or cancellation of such Equity Securities in accordance with the terms of the applicable Contracts as in effect on the date hereof and (ii) transactions between such Group Company and another Group Company; (e) enter into, modify in any material respect or terminate (other than expiration in accordance with its terms) any Material Contract, other than (i) in the ordinary course of business consistent with past practice or as required by Law or (ii) in connection with the payment or discharge of obligations to creditors of such Group Company in furtherance of the consummation of the Transactions; (f) sell, assign, transfer, convey, lease, exclusively license or otherwise dispose of any material tangible assets or properties of such Group Company, except for (i) dispositions of obsolete or worthless equipment, (ii) transactions among such Group Company and its Subsidiaries or among its wholly-owned Subsidiaries and (iii) transactions in the ordinary course of business consistent with past practice; (g) except (x) as otherwise required by Law or (y) pursuant to the Material Contracts, (i) grant any equity or equity based awards or other severance, retention, change in control or termination or similar pay, except in connection with the promotion, hiring or termination of employment of any employee in the ordinary course of business consistent with past practice, (ii) terminate, adopt, enter into or materially amend any Group Company Benefit Plan, or (iii) materially increase the cash compensation or bonus opportunity of any officer at management level or director except in the ordinary course of business consistent with past practice and pursuant to existing Group Company Benefit Plans as in effect on the date hereof; (i) acquire (whether by merger, consolidation, amalgamation, scheme or similar transaction, purchase of securities of or otherwise) any corporation, partnership, association, joint venture or other business organization or division thereof, (ii) make any acquisition of, or investment in, a business, by purchase of stock, securities or assets, contributions to capital, or loans or advances, with a value or purchase price in excess of $500,000 individually or $500,000 in the aggregate, other than cash management by such Group Company, (iii) enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement (other than any such agreement solely between such Group Company and its existing Subsidiaries, and customary commercial Contracts not primarily related to Taxes), or (iv) settle any claim or assessment in respect of material Taxes; (i) issue or sell any debt securities or warrants or other rights to acquire any debt securities of such Group Company or otherwise incur, assume or guarantee or otherwise become liable for any Indebtedness, except (i) in a principal amount not exceeding $500,000, (ii) borrowings under credit agreements disclosed in Section 8.1 of the Group Companies Disclosure Letter, in the form that exists on the date hereof, or (iii) the ordinary course funding and cash management by such Group Company; (j) make or change any material election in respect of material Taxes, materially amend, modify or otherwise change any filed material Tax Return, adopt or request permission of any Tax authority to change any accounting method in respect of material Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material Taxes or with respect to any material Tax attribute that would give rise to any claim or assessment of Taxes; (k) take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment; (l) issue any additional Group Company Ordinary Shares, Equity Securities or securities exercisable for or convertible or exchangeable into Group Company Ordinary Shares or other Equity Securities of such Group Company; (m) adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of such Group Company; (n) waive, release, settle, compromise or otherwise resolve any inquiry, investigation, claim, Action, litigation or other Actions, except in the ordinary course of business or where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $200,000 in the aggregate; (o) grant to, or agree to grant to, any Person rights to any Intellectual Property or software that is material to such Group Company and its Subsidiaries, taken as a whole, or dispose of, abandon or permit to lapse any rights to any Intellectual Property that is material to the business of the Group Companies (taken as a whole), except for the expiration of any Company Registered Intellectual Property in accordance with the applicable statutory term (or in the case of domain names, applicable registration period) or in the reasonable exercise of the business judgment of such Group Company as to the costs and benefits of maintaining the item; (p) make or commit to make capital expenditures other than in an amount not in excess of $10,000,000 in the aggregate; (q) manage the working capital (including paying amounts payable in a timely manner when due and payable) of the Group Companies in a manner other than in the ordinary course of business consistent with past practice; (r) terminate without replacement, or fail to use reasonable efforts to maintain any License material to the conduct of the business of the Group Companies (taken as a whole); (s) waive the restrictive covenant obligations of any current or former employee of such Group Company in any material respect; (t) (i) limit the right of such Group Company to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any Person or (ii) grant any exclusive or similar rights to any Person, in each case, except where such limitation or grant does not, and would not be reasonably likely to, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the businesses of the Group Companies (taken as a whole); (u) terminate without replacement or amend in a manner materially adverse to such Group Company and its Subsidiaries, taken as a whole, any insurance policy insuring any risks of the business of such Group Company; (v) make any material change in its accounting principles or methods unless required by GAAP or applicable Law or, to the extent applicable to such Group Company, applicable local accounting standards; or (w) enter into any agreement to do any action prohibited under this Section 8.1.

Group Company Conduct of Business. From the date of this Agreement through the earlier of the Merger Closing Amalgamation Effective Time or valid termination of this Agreement pursuant to Article XII XI (the “Interim Period”), each of the Group Company Companies shall, and each shall cause its Subsidiaries to, except (i) as otherwise explicitly contemplated by this Agreement, Agreement (including the Pre-Closing Restructuring and the AARK Stock Split) or the other Transaction Documents, or in connection with any (x) Transaction Financings or (y) Pre-Merger Reorganization, (ii) as required by Law or (iii) as consented to by SPAC Parent in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), (A) use reasonable best efforts to operate its business in the ordinary course consistent with past practice; and (B) comply in all material respects with its Governing Documents, except solely in the case of any Subsidiary of such Group Company, where non-compliance by such Subsidiary would not be material to the business of the Group Companies (taken as a whole). Without limiting the generality of the foregoing, except (i) as set forth on Section 8.1 6.1 of the Group Companies Disclosure Letter, (ii) AARK Schedules or as consented to by SPAC Parent in writing (which consent shall not be unreasonably conditioned, withheld, delayed or delayeddenied), provided that SPAC’s consent shall not be required with respect to the matters referred to in Subsections (e), (i) and (p) below as long as the Company notifies SPAC following the occurrence of such event, each Group Company AARK shall not, and shall cause each of the other Group Companies not to, except as otherwise contemplated by this Agreement, Agreement or the other Transaction Documents, in connection with any (x) Transaction Financings or (y) Pre-Merger Reorganization, Documents or required by Law: (a) change or amend the its Governing Documents of such Group CompanyDocuments, except in connection with AARK Stock Split; (b) make make, declare, set aside or declare pay any dividend or distribution (whether in cash, stock or property) to the its shareholders of such Group Company or make any other distributions in respect of any of its Equity Securities of such Group CompanySecurities, except in connection with AARK Stock Split; (c) (i) split, combine, reclassify, subdivide, recapitalize or otherwise amend any terms of any shares or series of its Equity Securities of such Group CompanySecurities, except for any such transaction by any Group Company (other than PubCo) that remains a Subsidiary of PubCo after consummation of such transaction; in connection with AARK Stock Split, or (ii) amend any term or alter any rights of any of its outstanding Equity Securities; (dx) purchasexxxxxxxx, repurchasexxxxxxxxxx, redeem or otherwise acquire any of its or its Subsidiaries’ issued and outstanding share capital or outstanding Equity Securities of such Group Company, except for (i) the acquisition by such Group Company of any Equity Securities of such Group Company in connection with the forfeiture or cancellation of such Equity Securities in accordance with the terms of the applicable Contracts as in effect on the date hereof and (ii) transactions between such Group Company and another Group CompanySecurities; (e) enter into, modify in any material respect or terminate (other than expiration in accordance with its terms) any Material Contract, Contract other than (i) in the ordinary course of business consistent with past practice or as required by Law or (ii) in connection with the payment or discharge of obligations to creditors of such Group the Company in furtherance of the consummation of the Transactions; (f) sell, assign, transfer, convey, lease, exclusively license or otherwise dispose of any of its material tangible assets or properties of such Group Companyproperties, except for (i) dispositions of obsolete or worthless equipment, (ii) transactions among such Group Company it and its wholly-owned Subsidiaries or among its wholly-owned Subsidiaries and (iii) transactions in the ordinary course of business consistent with past practice; (g) except (x) as otherwise required by Law or (y) pursuant to the Material ContractsLaw, (i) grant any equity or equity based awards or other severance, retention, change in control or termination or similar pay, except in connection with the promotion, hiring or termination of employment of any employee in the ordinary course of business consistent with past practicepractice and pursuant to existing Company Incentive Plans as in effect on the date of this Agreement, (ii) make any change in its key management structure, including the hiring of additional officers (other than such hiring in the ordinary course of business consistent with past practice) or the termination of existing officers, other than terminations for cause or due to death or disability, (iii) terminate, adopt, enter into or materially amend any Group Company Benefit Plan, or (iiiiv) materially increase the cash compensation or bonus opportunity of any officer at management level or director except in the ordinary course of business consistent with past practice and pursuant to existing Group Company Benefit Plans as in effect on the date hereofof this Agreement, (v) establish any trust or take any other action to secure the payment of any compensation payable by it or its Subsidiaries or (vi) except in the ordinary course of business consistent with past practice, take any action to amend or waive any performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable by it or any of its Subsidiaries; (h) (i) acquire (whether by merger, consolidation, amalgamation, scheme or similar transaction, purchase of securities of or otherwise) any corporation, partnership, association, joint venture or other business organization or division thereof, ; or (ii) make any acquisition of, or investment in, a business, by purchase of stock, securities or assets, contributions to capital, or loans or advances, with a value or purchase price in excess of $500,000 individually or $500,000 in the aggregate, other than cash management by such Group Company, (iii) enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement (other than any such agreement solely between such Group Company and its existing Subsidiaries, and customary commercial Contracts not primarily related to Taxes), or (iv) settle any claim or assessment in respect of material Taxes; (i) issue or sell any debt securities or warrants or other rights to acquire any debt securities of such Group Company or otherwise incur, assume or guarantee or otherwise become liable for any Indebtedness, except (i) in a principal amount not exceeding $500,000, (ii) borrowings under credit agreements disclosed in Section 8.1 of the Group Companies Disclosure Letter, in the form that exists on the date hereof, or (iii) the ordinary course funding and cash management by such Group Company200,000; (j) except in the ordinary course of business consistent with past practice or as required by applicable Law, (i) make or change any material election in respect of material Taxes, materially (ii) amend, modify or otherwise change any filed material Tax Return, (iii) adopt or request permission of any Tax authority Governmental Authority to change any accounting method in respect of material Taxes, (iv) enter into any closing agreement in respect of Taxes executed on or prior to the Amalgamation Effective Time or enter into any Tax sharing or similar agreement (other than (x) any such agreement solely between it and another Group Company or (y) any customary commercial contracts not primarily related to Taxes), (v) settle any claim or assessment in respect of Taxes, or (vi) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material Taxes or with respect to any material Tax attribute that would give rise to any claim or assessment of Taxes; (k) take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment; (l) issue any additional Group Company Ordinary Shares, shares of its share capital or Equity Securities or securities exercisable for or convertible or exchangeable into Group Company Ordinary Shares its shares or other Equity Securities of such Group CompanySecurities; (ml) adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of such Group Company(other than the Pre-Closing Restructuring and the AARK Stock Split); (nm) waive, release, settle, compromise or otherwise resolve any inquiry, investigation, claim, Action, litigation or other Actions, except in the ordinary course of business or where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $200,000 150,000 in the aggregate; (on) grant to, or agree to grant to, any Person rights to any Intellectual Property or software that is material to such Group Company and its Subsidiaries, taken as a whole, business or dispose of, abandon or permit to lapse any rights to any Intellectual Property that is material to the business of the Group Companies (taken as a whole)its business, except for the expiration of any Company Registered Intellectual Property in accordance with the applicable statutory term (or in the case of if domain names, applicable registration period) or in the reasonable exercise of the business judgment of such Group Company as to the costs and benefits of maintaining the item); (po) make or commit to make capital expenditures other than that in an amount not aggregate exceed $75,000 in excess of $10,000,000 in its annual capital expenditure budget for periods following the aggregatedate of this Agreement made available to Parent; (qp) manage the its working capital (including paying amounts payable in a timely manner when due and payable) of the Group Companies in a manner other than in the ordinary course of business consistent with past practice; (rq) terminate without replacement, or fail to use reasonable efforts to maintain any License material to the conduct of the business of the Group Companies (taken as a whole)its business; (sr) waive the restrictive covenant obligations of any current or former employee of such Group Company in any material respectemployee; (t) (i) limit the right of such Group Company its rights to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any Person or (ii) grant any exclusive or similar rights to any Person, in each case, except where such limitation or grant does not, and would not be reasonably likely to, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the businesses of the Group Companies (taken as a whole)its business; (ut) terminate without replacement or amend in a manner materially adverse to such the Group Company and its SubsidiariesCompanies, taken as a whole, any insurance policy insuring any risks of the business of such the Group CompanyCompanies; (vu) make any material change in its accounting principles or methods unless required by GAAP IFRS or Indian GAAP, as applicable, or applicable Law or, to the extent applicable to such Group Companyapplicable, applicable local accounting standards; (v) take any action that is reasonably likely to prevent, delay or impede the consummation of the Transactions; or (w) enter into any agreement to do any action prohibited under this Section 8.16.1.

Group Company Conduct of Business. From the date of this Agreement through the earlier of the Merger Closing or valid termination of this Agreement pursuant to Article XII (the “Interim Period”), each Group Company shall, except (i) as otherwise explicitly contemplated by this Agreement, the other Transaction Documents, or in connection with any (x) Transaction Financings or (y) Pre-Merger Reorganization, (ii) as required by Law or (iii) as consented to by SPAC in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), (A) use reasonable best efforts to operate its business in the ordinary course consistent with past practice; and (B) comply with its Governing Documents, except solely in the case of any Subsidiary of such Group Company, where non-compliance by such Subsidiary would not be material to the business of the Group Companies (taken as a whole). Without limiting the generality of the foregoing, except (i) as set forth on Section 8.1 of the Group Companies Disclosure Letter, (ii) as consented to by SPAC in writing (which consent shall not be unreasonably conditioned, withheld, or delayed), provided that SPAC’s consent shall not be required with respect to the matters referred to in Subsections (e), (i) and (p) below as long as the Company notifies SPAC following the occurrence of such event, each Group Company shall not, except as otherwise contemplated by this Agreement, the other Transaction Documents, in connection with any (x) Transaction Financings or (y) Pre-Merger Reorganization, or required by Law: (a) change or amend the Governing Documents of such Group Company; (b) make or declare any dividend or distribution to the shareholders of such Group Company or make any other distributions in respect of any Equity Securities of such Group Company; (c) (i) split, combine, reclassify, recapitalize or otherwise amend any terms of any Equity Securities of such Group Company, except for any such transaction by any Group Company (other than PubCo) that remains a Subsidiary of PubCo after consummation of such transaction; or (ii) amend any term or alter any rights of any of its outstanding Equity Securities; (d) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital or outstanding Equity Securities of such Group Company, except for (i) the acquisition by such Group Company of any Equity Securities of such Group Company in connection with the forfeiture or cancellation of such Equity Securities in accordance with the terms of the applicable Contracts as in effect on the date hereof and (ii) transactions between such Group Company and another Group Company; (e) enter into, modify in any material respect or terminate (other than expiration in accordance with its terms) any Material Contract, other than (i) in the ordinary course of business consistent with past practice or as required by Law or (ii) in connection with the payment or discharge of obligations to creditors of such Group Company in furtherance of the consummation of the Transactions; (f) sell, assign, transfer, convey, lease, exclusively license or otherwise dispose of any material tangible assets or properties of such Group Company, except for (i) dispositions of obsolete or worthless equipment, (ii) transactions among such Group Company and its Subsidiaries or among its wholly-owned Subsidiaries and (iii) transactions in the ordinary course of business consistent with past practice; (g) except (x) as otherwise required by Law or (y) pursuant to the Material Contracts, (i) grant any equity or equity based awards or other severance, retention, change in control or termination or similar pay, except in connection with the promotion, hiring or termination of employment of any employee in the ordinary course of business consistent with past practice, (ii) terminate, adopt, enter into or materially amend any Group Company Benefit Plan, or (iii) materially increase the cash compensation or bonus opportunity of any officer at management level or director except in the ordinary course of business consistent with past practice and pursuant to existing Group Company Benefit Plans as in effect on the date hereof; (h) (i) acquire (whether by merger, consolidation, amalgamation, scheme or similar transaction, purchase of securities of or otherwise) any corporation, partnership, association, joint venture or other business organization or division thereof, (ii) make any acquisition of, or investment in, a business, by purchase of stock, securities or assets, contributions to capital, or loans or advances, with a value or purchase price in excess of $500,000 individually or $500,000 in the aggregate, other than cash management by such Group Company, (iii) enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement (other than any such agreement solely between such Group Company and its existing Subsidiaries, and customary commercial Contracts not primarily related to Taxes), or (iv) settle any claim or assessment in respect of material Taxes; (i) issue or sell any debt securities or warrants or other rights to acquire any debt securities of such Group Company or otherwise incur, assume or guarantee or otherwise become liable for any Indebtedness, except (i) in a principal amount not exceeding $500,000, (ii) borrowings under credit agreements disclosed in Section 8.1 of the Group Companies Disclosure Letter, in the form that exists on the date hereof, or (iii) the ordinary course funding and cash management by such Group Company; ; (j) make or change any material election in respect of material Taxes, materially amend, modify or otherwise change any filed material Tax Return, adopt or request permission of any Tax authority to change any accounting method in respect of material Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of material Taxes or with respect to any material Tax attribute that would give rise to any claim or assessment of Taxes; (k) take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment; (l) issue any additional Group Company Ordinary Shares, Equity Securities or securities exercisable for or convertible or exchangeable into Group Company Ordinary Shares or other Equity Securities of such Group Company; (m) adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of such Group Company; (n) waive, release, settle, compromise or otherwise resolve any inquiry, investigation, claim, Action, litigation or other Actions, except in the ordinary course of business or where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $200,000 in the aggregate; (o) grant to, or agree to grant to, any Person rights to any Intellectual Property or software that is material to such Group Company and its Subsidiaries, taken as a whole, or dispose of, abandon or permit to lapse any rights to any Intellectual Property that is material to the business of the Group Companies (taken as a whole), except for the expiration of any Company Registered Intellectual Property in accordance with the applicable statutory term (or in the case of domain names, applicable registration period) or in the reasonable exercise of the business judgment of such Group Company as to the costs and benefits of maintaining the item; (p) make or commit to make capital expenditures other than in an amount not in excess of $10,000,000 in the aggregate; (q) manage the working capital (including paying amounts payable in a timely manner when due and payable) of the Group Companies in a manner other than in the ordinary course of business consistent with past practice; (r) terminate without replacement, or fail to use reasonable efforts to maintain any License material to the conduct of the business of the Group Companies (taken as a whole); (s) waive the restrictive covenant obligations of any current or former employee of such Group Company in any material respect; (t) (i) limit the right of such Group Company to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any Person or (ii) grant any exclusive or similar rights to any Person, in each case, except where such limitation or grant does not, and would not be reasonably likely to, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the businesses of the Group Companies (taken as a whole); (u) terminate without replacement or amend in a manner materially adverse to such Group Company and its Subsidiaries, taken as a whole, any insurance policy insuring any risks of the business of such Group Company; (v) make any material change in its accounting principles or methods unless required by GAAP or applicable Law or, to the extent applicable to such Group Company, applicable local accounting standards; or (w) enter into any agreement to do any action prohibited under this Section 8.1.