PRE-COMPLETION MATTERS. 5.1 During the period commencing on the date hereof until Completion, each of the Sellers (it being understood that any members of the Company’s Board of Directors that are appointed by any Seller shall be excluded from this covenant and shall be permitted to vote in accordance with their fiduciary duties to the Company) severally and not jointly agrees that it will not vote its shares or instruct the Company to cause any of the following matters to occur or be undertaken except with the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed):
5.1.1 the modification of any of the rights attached to any shares in the Company or Subsidiary Companies or the creation or issue of any shares or the grant or agreement to grant any option over any shares or uncalled capital of the Company or Subsidiary Companies;
5.1.2 the admission of any person (howsoever occurring) as a member of the Company or Subsidiary Companies or the transfer or approval of the transfer of any Shares other than as contemplated herein or any shares in the Subsidiary Companies;
5.1.3 the declaration, payment or other making by the Company or Subsidiary Companies of any dividend, except for the distribution from Inter-Ocean Reinsurance (Ireland) Limited to Inter-Ocean Reinsurance Company Ltd. (95%) AGREEMENT Page 15 and the Company (5%) which the parties hereto acknowledge and agree has heretofore been approved by the Irish Regulator.
5.1.4 the passing of any resolution by the members of the Company or Subsidiary Companies, except as may be required in connection with this Agreement or the transactions contemplated hereby;
5.1.5 the acquisition by the Company or Subsidiary Companies of any other company (other than in the ordinary course of investment activities) or the participation by the Company or Subsidiary Companies in any partnership or joint venture;
5.1.6 the reduction of the share capital of the Company or any one of the Subsidiary Companies, the redemption or purchase of any of the Shares or any other reorganization of the share capital of the Company or Subsidiary Companies;
5.1.7 the borrowing of any money or the acceptance of any financial facility by the Company or Subsidiary Companies (other than under existing overdraft or borrowing facilities); or
5.1.8 the creation of any Encumbrance over the Company’s or Subsidiary Companies’ assets or the giving of any guarantee or undertaking by the Company or Subsidiary Companies in respect of a ...
PRE-COMPLETION MATTERS. 5.1 During the period from the date of this Agreement to Completion each of the Vendors shall perform their obligations as set out in Schedule 3.
5.2 The Vendors shall procure that, to the extent not already so transferred, all of the AM Domain Names are transferred to, and fully legally and beneficially vested in, a Group Company prior to Completion.
5.3 If the Purchaser believes that any Vendor is in breach of any of its obligations under Schedule 3, and any such breach or breaches are capable of being cured, the Purchaser shall notify the Vendors of such breach or breaches and shall afford the Vendors the opportunity to try to remedy such breach or breaches prior to Completion.
5.4 The Vendors shall be entitled to procure that the Company declare make or pay a dividend (a “Pre-Completion Dividend”) (whether as an interim or final dividend) to the Vendors at any time prior to Completion of such amount as the Vendors may reasonably and lawfully determine (provided that the making of such dividend shall not result in the Company having Cash Balances of less than £6 million at Completion) (and further provided that any such Pre-Completion Dividend may be settled in whole or in part by way of set-off against any monies owed by any Vendor to any Group Company pursuant to the Pre-Sale Property Extraction) and may procure that the Company or any other Group Company takes such steps and corporate actions (including the preparation of interim accounts, the paying of dividends or the making of other distributions and the transfer of cash (including by way of intra-group loan)) as the Vendors may consider reasonably necessary so as to enable the Company to declare, make or pay (including by way of any such set-off) any such Pre-Completion Dividend.
5.5 The Vendors shall procure that, prior to Completion, the Company shall pay the NRIM Deferred Consideration in full to the sellers of NRIM Limited in accordance with the provisions of the share purchase agreement dated 29 July 2014 relating to the acquisition by the Company of NRIM Limited.
PRE-COMPLETION MATTERS. 5.1 Each of the Vendor and the Purchaser shall fully cooperate with the other Party for the purpose of providing such information and assistance as shall be reasonably required by the other Party for implementing and completing the transactions contemplated under this Agreement.
5.2 Each of the Vendor and the Purchaser agrees to take all necessary actions that the business of the Company will continue to be operated in the ordinary course of day-to-day operations consistent with past practice and it will not do or omit to do any act or thing not in the ordinary course of day-to-day operations and the Vendor shall provide full assistance and co-operation in connection therewith.
5.3 On a date no later than five (5) Business Days prior to the Completion Date, the Vendor shall make available the Completion Deliverables for inspection by the Purchaser or the Purchaser’s solicitors at the office of the Purchaser’s solicitors. Upon inspection of the Completion Deliverables to the satisfaction of the Purchaser, the Completion Deliverables should be held in escrow by the Purchaser’s solicitors pending Completion.
PRE-COMPLETION MATTERS. 4.1 Until Completion, each Seller shall to the extent permitted by Applicable Law and to the extent the relevant Seller is able to control the relevant Target Group Company:
(a) procure that, except with the written consent of the Purchaser (such consent not to be unreasonably withheld or delayed), each member of the Target Group shall not depart in any material respect from the ordinary course of its day-to-day business, consistent with past practice; and
(b) procure that each member of the Target Group operates in accordance with Applicable Law so as to preserve its regulatory permissions and licences (including the filing of all relevant documents and compliance with regulatory capital requirements) and complies with the provisions of Schedule 6.
4.2 The Purchaser shall, subject to the terms and conditions of this Agreement, use its reasonable endeavours to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under Applicable Law, so as to cause or enable the transactions contemplated in this Agreement and the other Transaction Documents to be consummated as promptly as practicable, and shall co-operate fully with, and furnish information to, the Sellers to that end.
PRE-COMPLETION MATTERS. The Trust shall procure that the Trust's Works Adviser, within three Working Days of any inspection made pursuant to Clause 17.6, notifies the Project Co and the Independent Certifier of any outstanding matters which, in the Trust's Works Adviser's reasonable opinion, require to be attended to before the relevant Works can be considered to be completed in accordance with the Design Documents.
PRE-COMPLETION MATTERS. 5.1 Subject to clause 5.4, each Seller undertakes with the Purchaser that after signing of this agreement and prior to Completion they will procure that none of the following matters shall be effected (or agree to be effected) without the prior consent in writing of the Purchaser:
5.1.1 permitting any of the insurance policies under which any Group Company is a beneficiary to lapse or doing or omitting to do anything the doing or omission of which that Seller knows is likely to make any such insurance policy void or voidable;
5.1.2 making or agreeing to make any increase in the remuneration or benefits of any Senior Employee, or, except in the case of summary dismissal, dismissing any Senior Employee;
5.1.3 carry on the business of the Group (and, in particular, the management of the Group’s levels of working capital) in a manner other than in the ordinary course or do or omit to do anything outside the ordinary course of business which such Seller knows will lead to a material decrease in the level of Working Capital of the Group;
5.1.4 the entry into by any Group Company of any transaction which is outside the ordinary course of business of that Group Company;
5.1.5 the passing of any resolution by the Company or by any class of members of the Company either in a meeting or by a resolution in writing;
5.1.6 the approving, declaring or paying of any dividend or other distribution (whether in cash, stock or in kind) to members of the Company or any members of any Subsidiary;
5.1.7 the admission of any person (other than a party to this agreement) whether by subscription or transfer or transmission as a member of the Company or any Subsidiary;
5.1.8 the sale or disposal of any part of the undertaking or the assets of the Company or any Subsidiary other than in the ordinary course of business or the acquisition of any assets other than trading stock from any company which is a member of the Guarantor’s Group;
5.1.9 except in relation to the giving of any guarantee or surety by one Group Company in respect of the obligations of another Group Company, the giving by the Company or any Subsidiary of any guarantee or surety;
5.1.10 the making of capital commitments or expenditure by the Company or any Subsidiary in excess of £50,000 in aggregate;
5.1.11 the acquisition by the Company or any Subsidiary of any shares of any other company or the participation by the Company or any Subsidiary in any partnership or joint venture;
5.1.12 the borrowing of any money in e...
PRE-COMPLETION MATTERS. 6.1 Pending Completion the Seller undertakes that it shall procure that no member of the Allied Group shall:
(a) take any action to prevent the businesses of each Target Company being carried on in the ordinary and usual course in accordance with the Purchaser's reasonable instructions; or
(b) take any actions or permit any actions to take place which would incur or increase the Seller's or the Transferring Companies' liability under the Warranties had those Warranties been repeated at Completion.
6.2 If at any time on or before Completion:
(a) the Seller fails to comply with all or any of its obligations contained in this Agreement in a material way, whether to be performed on or before Completion; or
(b) the Purchaser becomes aware of any fact or event which is a material breach of any of the Seller's Warranties, then the Purchaser may, by written notice given by it to the Seller, elect to rescind this Agreement without prejudice to its remedies against the Seller.
PRE-COMPLETION MATTERS. 5.1 Pending Completion, the Seller shall use reasonable endeavours to procure (to the extent that it is legally able to do so) that:
5.1.1 each Group Company complies with schedule 3;
5.1.2 each Group Company otherwise, carries on its business in all material respects in the ordinary course; and
5.1.3 no Default or Event of Default occurs;
5.2 Immediately following the date of this Agreement the Seller shall procure that:
5.2.1 Acision FZ LLC sends the Syria Sanctions Contract Termination Letter to MTN Syria; and
5.2.2 any and all other actions are taken as may be required to terminate immediately the Syria Sanctions Contract and any arrangements ancillary thereto.
5.3 Following the date of this Agreement the Seller shall, and shall procure that each Group Company shall, provide the Purchaser with all reasonable assistance as may be required in order to secure any approval, permit, exemption, "no action letter", license and/or any other document as may be required from the Israeli Ministry of Finance or from any other Israeli government body (as applicable) (together the "Israeli Authorities") so as to permit the Purchaser to keep the Lebanon Sanctions Contract in full force and effect, without the imposition of any sanctions or export controls laws, regulations or rules of the state of Israel that prohibit and/or restrict the Purchaser or any of its affiliates or its or their respective directors or employees in relation to or in connection with the Lebanon Sanctions Contract, including due to the fact that the Lebanese Client is residing in a country which is considered by the Israeli Authorities as a sanctioned country, due to the fact that the Lebanese Client is considered as an entity or individual with whom the Israeli Table of Contents Authorities prohibit to trade, whether in general or due to the nature of goods and/or services being traded. Such assistance shall include, subject to applicable law and reasonable confidentiality considerations, promptly providing all information in its possession that is reasonably necessary or desirable for the preparation of any filings or submissions to, or responses to requests for information from, the Israeli Authorities, including, but not limited to, the identity of any of the shareholders, directors, managers and employees of the Lebanese Client, the revenues obtained from such Lebanese Client since the initial engagement with such Lebanese Client, and, to its best knowledge, the purpose of use that the Le...
PRE-COMPLETION MATTERS. 1 The Post-Completion Group has sufficient Net Working Capital to conduct its Business in the ordinary course in accordance with its current budgets and business plans.
PRE-COMPLETION MATTERS. 5.1 Each of the Vendor and the Purchaser shall comply with and act in accordance with Shareholders’ Agreement prior to Completion. The Shareholders’ Agreement shall remain valid, binding and effective notwithstanding the signing of this Agreement.
