Common use of Interim Operations of Parent Clause in Contracts

Interim Operations of Parent. During the period from the date of this Agreement until the Effective Time, Parent shall, and shall cause each of its Subsidiaries to, as applicable (unless the Company shall otherwise approve in writing and except as otherwise expressly contemplated by or provided in this Agreement or as set forth in the corresponding section of the Parent Disclosure Schedule): 3.2.1. conduct its business in the ordinary and usual course in all material respects and, to the extent consistent therewith, use commercially reasonable efforts to preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, creditors, lessors, employees and business associates; 3.2.2. not (i) amend the memorandum and articles of association of Parent or the Deposit Agreement; (ii) split, combine, subsidize or reclassify the outstanding share capital of Parent or (iii) adopt a plan of complete or partial liquidation; (i) subject to Section 3.11.2, not declare, set aside or pay any dividend or distribution payable in cash, stock or property in respect of any of its capital stock, other than regular interim and final annual cash dividends, consistent with past practice (including increases consistent with past practice); or (ii) repurchase, redeem or otherwise acquire (except for repurchases, redemptions or acquisitions (A) required by the terms of its capital stock or securities outstanding on the date of this Agreement, (B) required by the terms as of the date of this Agreement of, or in the ordinary course of the operation of, any Parent employee stock option or other employee plan or scheme or (C) otherwise in the ordinary course) any shares of its capital stock or any securities convertible, exchangeable or exercisable for or into shares of its capital stock; 3.2.4. subject to Section 3.6.1(b), not take any action or omit to take any action (including, without limitation, acquisitions or dispositions, or waiving any of its rights under, releasing any other party from, amending, or failing to enforce its rights under, any provision of any standstill agreement) which to the knowledge of the Parent Executive Directors would prevent, materially delay or materially impede the consummation of the Merger or the other transactions contemplated by this Agreement, including any action or omission that would cause the Merger to fail to qualify as a reorganization under Section 368 of the Code; 3.2.5. timely satisfy, or cause to be timely satisfied, all applicable Tax reporting and filing requirements contained in the Code with respect to the transactions contemplated by this Agreement, including, without limitation, the reporting requirements contained in United States Treasury Regulation Section 1.367(a)-3(c)(6); 3.2.6. not take any action to cause the Parent Ordinary Shares to cease to be listed on the LSE or the Parent Depositary Shares evidenced by Parent ADRs to cease to be eligible for quotation on NASDAQ; or 3.2.7. authorize or enter into an agreement to do any of the foregoing.

Interim Operations of Parent. During (a) Parent agrees that, during the period from the date of this Agreement until through the earlier of the Effective TimeTime or the date of termination of this Agreement, except: (i) to the extent the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned); (ii) as set forth in Section 5.02 of the Parent Disclosure Letter; or (iii) as expressly required by this Agreement, Parent shall, shall and shall cause each of Parent Subsidiary to (A) use its Subsidiaries to, as applicable reasonable best efforts to (unless the Company shall otherwise approve in writing and except as otherwise expressly contemplated by or provided in this Agreement or as set forth in the corresponding section of the Parent Disclosure Schedule): 3.2.1. 1) conduct its business their businesses in the ordinary course of business or otherwise to an anticipated advantage, (2) preserve intact their present business organizations, and usual course in all (3) preserve existing relationships with material respects andcustomers, to the extent consistent therewith, use commercially reasonable efforts to preserve its business organization intact and maintain its existing relations and goodwill with customerslenders, suppliers, creditors, lessors, employees distributors and others having material business associatesrelationships with Parent or any Parent Subsidiary and (B) not: (1) amend its certificate of incorporation or bylaws or equivalent organizational documents; 3.2.2. not (i) amend the memorandum and articles of association of Parent or the Deposit Agreement; (ii2) split, combine, subsidize subdivide or reclassify any shares of its capital stock; (3) declare, set aside or pay any dividend (whether payable in cash, stock or property) with respect to any shares of its capital stock (except with respect to shares of the outstanding share capital stock of a Parent Subsidiary that is directly or indirectly wholly owned by Parent); (iii4) change any of its methods of accounting or accounting practices in any material respect, other than changes required by GAAP or Legal Requirements; (5) adopt a plan of complete or partial liquidationliquidation or dissolution; (i6) subject to Section 3.11.2, not declare, set aside or pay make any dividend or distribution payable in cash, stock or property in respect of any of its capital stock, other than regular interim and final annual cash dividends, consistent with past practice (including increases consistent with past practice); or (ii) repurchase, redeem or otherwise acquire material Tax election (except for repurchases, redemptions or acquisitions (A) required by the terms of its capital stock or securities outstanding on the date of this Agreement, (B) required by the terms as of the date of this Agreement of, or elections made in the ordinary course of the operation of, any Parent employee stock option or other employee plan or scheme or (C) otherwise in the ordinary course) any shares of its capital stock or any securities convertible, exchangeable or exercisable for or into shares of its capital stockbusiness); 3.2.4. subject to Section 3.6.1(b), not (7) take any action that is intended or omit would reasonably be expected to take any action (including, without limitation, acquisitions or dispositions, or waiving result in any of its rights under, releasing any other party from, amending, or failing to enforce its rights under, any provision of any standstill agreement) which the conditions to the knowledge of Merger set forth in Article VI not being satisfied on or before the Parent Executive Directors would prevent, materially delay or materially impede the consummation of the Merger or the other transactions contemplated by this Agreement, including any action or omission that would cause the Merger to fail to qualify as a reorganization under Section 368 of the Code; 3.2.5. timely satisfy, or cause to be timely satisfied, all applicable Tax reporting and filing requirements contained in the Code with respect to the transactions contemplated by this Agreement, including, without limitation, the reporting requirements contained in United States Treasury Regulation Section 1.367(a)-3(c)(6); 3.2.6. not take any action to cause the Parent Ordinary Shares to cease to be listed on the LSE or the Parent Depositary Shares evidenced by Parent ADRs to cease to be eligible for quotation on NASDAQOutside Date; or 3.2.7. (8) authorize or enter into an any agreement or otherwise make any commitment to do any of the foregoing.

Interim Operations of Parent. During (a) Parent agrees that, during the period from the date of this Agreement until through the earlier of the Effective TimeTime or the date of termination of this Agreement, except: (i) to the extent the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned); or (ii) as expressly required by this Agreement, Parent shall, shall and shall cause each of Parent Subsidiary to (A) use its Subsidiaries to, as applicable (unless the Company shall otherwise approve in writing and except as otherwise expressly contemplated by or provided in this Agreement or as set forth in the corresponding section of the Parent Disclosure Schedule): 3.2.1. reasonable best efforts to conduct its business their businesses in the ordinary course of business or otherwise to an anticipated advantage, and usual course in all material respects and, to the extent consistent therewith, use commercially reasonable efforts to preserve (B) not: (1) amend its business organization intact and maintain its existing relations and goodwill with customers, suppliers, creditors, lessors, employees and business associatescertificate of incorporation; 3.2.2. not (i) amend the memorandum and articles of association of Parent or the Deposit Agreement; (ii2) split, combine, subsidize subdivide or reclassify any shares of its capital stock; (3) declare, set aside or pay any dividend (whether payable in cash, stock or property) with respect to any shares of its capital stock (except with respect to shares of the outstanding share capital stock of a Parent Subsidiary that is directly or indirectly wholly owned by Parent); (iii4) change any of its methods of accounting or accounting practices in any material respect, other than changes required by GAAP or Legal Requirements; (5) adopt a plan of complete or partial liquidationliquidation or dissolution; (i6) subject to Section 3.11.2, not declare, set aside or pay make any dividend or distribution payable in cash, stock or property in respect of any of its capital stock, other than regular interim and final annual cash dividends, consistent with past practice (including increases consistent with past practice); or (ii) repurchase, redeem or otherwise acquire material Tax election (except for repurchases, redemptions or acquisitions (A) required by the terms of its capital stock or securities outstanding on the date of this Agreement, (B) required by the terms as of the date of this Agreement of, or elections made in the ordinary course of the operation of, any Parent employee stock option or other employee plan or scheme or (C) otherwise in the ordinary course) any shares of its capital stock or any securities convertible, exchangeable or exercisable for or into shares of its capital stockbusiness); 3.2.4. subject to Section 3.6.1(b), not (7) take any action that is intended or omit would reasonably be expected to take any action (including, without limitation, acquisitions or dispositions, or waiving result in any of its rights under, releasing any other party from, amending, or failing to enforce its rights under, any provision of any standstill agreement) which the conditions to the knowledge of Merger set forth in Article VI not being satisfied on or before the Parent Executive Directors would prevent, materially delay or materially impede the consummation of the Merger or the other transactions contemplated by this Agreement, including any action or omission that would cause the Merger to fail to qualify as a reorganization under Section 368 of the Code; 3.2.5. timely satisfy, or cause to be timely satisfied, all applicable Tax reporting and filing requirements contained in the Code with respect to the transactions contemplated by this Agreement, including, without limitation, the reporting requirements contained in United States Treasury Regulation Section 1.367(a)-3(c)(6); 3.2.6. not take any action to cause the Parent Ordinary Shares to cease to be listed on the LSE or the Parent Depositary Shares evidenced by Parent ADRs to cease to be eligible for quotation on NASDAQOutside Date; or 3.2.7. (8) authorize or enter into an any agreement or otherwise make any commitment to do any of the foregoing. (b) Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that (i) nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct the Parent’s operations, and (ii) Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.