Common use of PRE-COMPLETION OBLIGATIONS Clause in Contracts

PRE-COMPLETION OBLIGATIONS. 3.1 On the Posting Date: (A) subject to the prior approval of the Circular by the Prudential Board, the FCA and the HKEx, Prudential shall procure the despatch or publication of the Circular to all of the Prudential Shareholders; and (B) Xxxxxxx shall procure that the Form 10 is declared effective by the SEC, and Prudential shall procure that the Notice of Internet Availability is mailed to all Prudential Shareholders and that the Form 10 is made available to all Prudential Shareholders in accordance with the Notice of Internet Availability. 3.2 Each of Prudential and Xxxxxxx undertakes to the other that if, at any time after the Posting Date and before the commencement of regular-way trading in the Xxxxxxx Shares, it comes to the notice of either of them that: (A) any statement contained in the Circular or the Form 10 has become or been discovered to be untrue, incorrect or misleading in any material respect; (B) either the Circular or the Form 10 does not contain a statement that it should contain in order to comply with any applicable law or the rules of any relevant regulatory authority and that omission is or may be material; (C) there has been a significant change affecting any matter contained in the Circular or the Form 10 which would have been required to be disclosed in any such document had it occurred before the Posting Date; or (D) a significant new matter has arisen, the inclusion of information in respect of which would have been required in the Circular or in the Form 10 had it arisen before the Posting Date, then that party shall immediately notify the other party of the same in writing, save that no such obligation shall arise where sub-clauses (A) – (D) are true by reason of the release of Prudential’s half-year interim results for the six month period ended 30 June 2021. 3.3 Each of Prudential and Xxxxxxx undertakes: (A) to procure that, prior to Completion, except as required by law, the FCA, the SEC, the NYSE, the HKEx or the SGX and without prejudice to clause 28.9, no action will be taken by it which is inconsistent with the provisions of this Agreement or Completion; (B) that it will comply with applicable legal and regulatory requirements in relation to the Demerger, the Circular and the Form 10 and the matters and transactions contemplated thereby and by this Agreement; (C) to consult with the other party before taking any action as a consequence of any matter referred to in clause 3.2, except to the extent that this undertaking to consult with the other party inhibits either party from complying with any of its legal, regulatory or fiduciary obligations; (D) that, prior to Completion, it shall take all necessary actions to effect the Xxxxxxx Stock Split, including the passing (or procuring the passing) of any required consents of the Xxxxxxx Board and the stockholders of Xxxxxxx and filing an amendment or amendment and restatement to Xxxxxxx’x Certificate of Incorporation; and (E) that, at or prior to Completion, it shall take all necessary actions to cause the individuals identified in the Form 10 as Xxxxxxx Directors to be appointed to the Xxxxxxx Board.

PRE-COMPLETION OBLIGATIONS. 3.1 On the Posting Date: (A) subject to the prior approval of the Circular by the Prudential Board, the FCA and the HKEx, Prudential shall procure the despatch or publication of the Circular to all of the Prudential Shareholders; and (B) Xxxxxxx shall procure that the Form 10 is declared effective by the SEC, and Prudential shall procure that the Notice of Internet Availability is mailed to all Prudential Shareholders and that the Form 10 is made available to all Prudential Shareholders in accordance with the Notice of Internet Availability. 3.2 Each of Prudential and Xxxxxxx undertakes to the other that if, at any time after the Posting Date and before the commencement of regular-way trading in the Xxxxxxx Shares, it comes to the notice of either of them that: (A) any statement contained in the Circular or the Form 10 has become or been discovered to be untrue, incorrect or misleading in any material respect; (B) either the Circular or the Form 10 does not contain a statement that it should contain in order to comply with any applicable law or the rules of any relevant regulatory authority and that omission is or may be material; (C) there has been a significant change affecting any matter contained in the Circular or the Form 10 which would have been required to be disclosed in any such document had it occurred before the Posting Date; or (D) a significant new matter has arisen, the inclusion of information in respect of which would have been required in the Circular or in the Form 10 had it arisen before the Posting Date, then that party shall immediately notify the other party of the same in writing, save that no such obligation shall arise where sub-clauses (A) – (D) are true by reason of the release of Prudential’s half-year interim results for the six month period ended 30 June 2021. 3.3 Each of Prudential and Xxxxxxx undertakes: (A) to procure that, prior to Completion, except as required by law, the FCA, the SEC, the NYSE, the HKEx or the SGX and without prejudice to clause 28.9, no action will be taken by it which is inconsistent with the provisions of this Agreement or Completion; (B) that it will comply with applicable legal and regulatory requirements in relation to the Demerger, the Circular and the Form 10 and the matters and transactions contemplated thereby and by this Agreement; (C) to consult with the other party before taking any action as a consequence of any matter referred to in clause 3.2, except to the extent that this undertaking to consult with the other party inhibits either party from complying with any of its legal, regulatory or fiduciary obligations; (D) that, prior to Completion, it shall take all necessary actions to effect the Xxxxxxx Stock Split, including the passing (or procuring the passing) of any required consents of the Xxxxxxx Board and the stockholders of Xxxxxxx and filing an amendment or amendment and restatement to Xxxxxxx’x Certificate of Incorporation; and (E) that, at or prior to Completion, it shall take all necessary actions to cause the individuals identified in the Form 10 as Xxxxxxx Directors to be appointed to the Xxxxxxx Board.