PRE-COMPLETION UNDERTAKINGS Clause Samples
The Pre-Completion Undertakings clause sets out specific obligations that parties must fulfill between signing a contract and the formal completion of a transaction. Typically, these undertakings require the seller to operate the business in the ordinary course, refrain from taking certain actions without the buyer’s consent, or provide regular updates on material developments. By clearly defining these interim responsibilities, the clause helps preserve the value of the business and ensures that the buyer receives the company in the expected condition at completion.
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PRE-COMPLETION UNDERTAKINGS. Conduct of business before Completion
2.1 Subject to Clause 2.2, FIHL shall use its reasonable best efforts to procure, to the extent such matter is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a party) that, between the date of this Agreement and Completion, no MGA Group Company will without the prior written approval of the Investors’ Representative (such approval not to be unreasonably withheld, conditioned or delayed) undertake any of the acts or matters listed in Schedule 3.
2.2 Clause 2.1 shall not operate so as to restrict or prevent:
2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements;
2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20;
2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), including:
(a) the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiaries;
(b) the creation, allotment, issue or transfer by any shareholder (other than an MGA Group Company) to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk C...
PRE-COMPLETION UNDERTAKINGS. 3.1 From the date of this Agreement until the Completion Date (or the earlier termination of this Agreement in accordance with its terms) the Seller shall or shall procure that the Company shall, except as required under this Agreement or with the prior written consent of the Purchaser and to the extent permitted under applicable law:
(a) carry on the Business in the Ordinary Course of Business and in accordance with the terms of this Agreement;
(b) allow the Purchaser to have reasonable access, during normal business hours, to the offices of the Company and to its respective properties, books, records and employees, for the purpose of permitting the Purchaser to conduct confirmatory due diligence and ensure compliance by the Seller with the terms of this clause 3; provided however that (i) the Purchaser shall make the request thereto to the Seller at least five Business Days in advance, (ii) the Seller shall be free to join (or have a third party join) the visit, and (iii) such access shall be at reasonable times and shall not unreasonably disrupt the personnel and operation of the Company and shall solely be requested by the Purchaser for the purpose of the Transaction.
3.2 From the date of this Agreement until the Completion Date (or the earlier termination of this Agreement in accordance with its terms) the Seller shall not or shall procure that the Company shall not, except as required under this Agreement or with the prior written consent of the Purchaser and to the extent permitted under applicable law:
(a) take any of the following actions or decisions concerning the Business or the Company:
(i) resolve to change its name or to alter its articles of association;
(ii) modify the rights attached to the Shares;
(iii) allot or issue or agree to allot or issue any shares or any options, warrants, or other securities convertible into the share capital of the Company or grant or agree to grant rights which confer on the holder any right to acquire any of the share capital of the Company or other such interest therein;
(iv) reduce, repay, redeem or purchase any of its share capital or effect any other reorganisation of its capital;
(v) declare, pay or make any dividend (whether in cash or in kind) or other distribution to the Seller, other than the Pre-Completion Distribution;
(vi) resolve to be voluntarily wound up;
(vii) sell, lease, transfer or assign any of its assets other than for fair consideration in the Ordinary Course of Business;
(viii) place an...
PRE-COMPLETION UNDERTAKINGS. 4.1 The Seller shall procure that, from (including) the Signing Date to (including) the Completion Date, (without the Buyer’s written consent, such consent not to be unreasonably withheld):
4.1.1 the affairs of the Group Companies are conducted in a way generally consistent with past practice and the ordinary course of business of the Group Companies;
4.1.2 subject to Clause 18 (Confidential Information) and provided that the Buyer will not use it in a way inconsistent with applicable competition law, provide the Buyer with weekly reports prepared by the management board for the Seller;
4.1.3 the Seller, and the Group Companies do not allow or procure any act or omission which would constitute or give rise to a breach of any representation and warranty contained in Schedule 8.2 or a material non-compliance with any applicable law;
4.1.4 all relevant information which comes to its notice in relation to any fact or matter (whether existing on or before the Signing Date or arising afterwards) which may constitute a breach of any representation and warranty contained in Schedule 8.2 is without undue delay disclosed to the Buyer;
4.1.5 the Group Companies do not reduce, purchase or redeem any part of their paid-up share capital;
4.1.6 no Group Company (i) creates, allots or issues or agrees to create, allot, or issue any share capital or (ii) grants any option over or right to subscribe for any share or loan capital or other security;
4.1.7 no Group Company sells or purchases or disposes of any interest in any share capital of any other Group Company;
4.1.8 no changes are made in terms of employment (including pension commitments) other than those required by law which could increase in aggregate the total staff costs of the relevant Group Company by more than 5% per annum or the remuneration of any one managing director or employee engaged in the business of the Group Companies by more than 10%;
4.1.9 except to replace employees on substantially the same terms, the Group Companies do not employ or agree to employ any new persons fully or part time where the total staff costs of the relevant Group Company, as the case may be, would be increased in aggregate by more than 5% per annum or dismiss any existing employees (except for incompetence or gross misconduct or other reasonable cause justifiable in law) where the total staff costs of the respective Group Company would be materially reduced; and
4.1.10 no member of the management board of any of the Group Comp...
PRE-COMPLETION UNDERTAKINGS. Save as otherwise contemplated in this Agreement, the Seller hereby covenants and undertakes with the Purchaser that they shall procure that, upon the execution of this Agreement and prior to Completion, the business of the Group shall continue to be operated in the ordinary course of day-to-day operations. In particular, the Seller shall procure that except as provided in this Agreement, the Group shall not, and shall procure that the Group shall not, save with the prior written consent of the Purchaser, do any of the following matters:-
(A) issue or agree to issue whether directly or indirectly any Shares or loan capital or grant or agree to grant or redeem any option or amend the terms of any existing option over or right to acquire or subscribe any of its Shares or loan capital;
(B) enter into any material contract or other material transaction or capital commitment or undertake any material contingent liability which exceeds a monetary value of US$100,000 individually or US$200,000 in aggregate or by reason of its size, term or other factor could materially adversely affect the business of the Group, other than in the ordinary course of business;
(C) terminate any agreement, arrangement or understanding or waive any right exceeding value of US$200,000;
(D) declare any dividends or other distributions;
(E) repay any portion or all of the amounts owed by any member of the Group to its shareholders;
(F) create or permit to arise any mortgage, charge, lien, pledge, other form of security or encumbrance of equity of whatsoever nature, whether similar to the foregoing or not, on or in respect of any part of its undertaking, property or assets other than (i) liens arising by operation of law in amounts which are not material; and (ii) mortgages, charges, liens, pledges or other form of security given in relation to banking facilities made available to the Group or the obligations of the Group in the ordinary and usual course of trading;
(G) give any guarantee, indemnity, surety or security other than guarantees, indemnity, surety or security given in relation to banking facilities made available to the Group or the obligations of the Group in the ordinary and usual course of trading;
(H) dispose or agree to dispose of any asset with an aggregate value in excess of US$200,000 except in the course of ordinary business;
(I) dispose of the ownership, possession, custody or control of any corporate books or records;
(J) other than in the ordinary and usual course...
PRE-COMPLETION UNDERTAKINGS. 4.1. Subject to Clause 4.2, the Company shall procure that, and each Founding Shareholder shall (so far as they are legally able) use all reasonable endeavours to procure (including through the exercise of the rights attached to his Shares or, where applicable, as a director of the relevant Group Company) that, between the date of this Agreement and Completion (both dates inclusive): (a) each Group Company will carry on its business in the ordinary course and in the same manner as carried on during the twelve (12) months preceding the date of this Agreement and in compliance with Applicable Law; and (b) no Group Company will undertake any of the acts or matters listed in Schedule 3. 4.
PRE-COMPLETION UNDERTAKINGS. During the period from the date of the SPA until the Completion Date, none of the FEEL Shareholders shall transfer (or create or permit any Encumbrance over) any interest in any of the shares in FEEL, (except for the creation of Encumbrances over the shares in FEEL pursuant to the terms of the CITIC KaWah Facility), or allow the creation, grant or issuance of new shares by FEEL or of any shares or rights to subscribe for, or option warrants or other securities convertible into or exercisable or exchangeable for the shares in FEEL.
PRE-COMPLETION UNDERTAKINGS. Pending Completion, the Vendor shall procure that:
PRE-COMPLETION UNDERTAKINGS. 6.1 The Seller shall procure that, at all times during the Interim Period except with the prior written consent of the Buyer expressly for the purpose of this clause 6 or as contemplated in the Business Transfer Agreements or the Steps Paper, the Company and each of the Subsidiaries shall not (and shall not agree or commit to):
6.1.1 dispose of or grant any right in respect of any interest in the Properties, the Additional Properties, the Current Development Properties or acquire any interest in real estate; or
6.1.2 make any amendment to the terms of any of the Leases or any of the Business Transfer Agreements or release or waive any of its rights under the Leases or any of the Business Transfer Agreements (including in respect of the satisfaction of any conditions contained in them); or
PRE-COMPLETION UNDERTAKINGS. Pending Completion, the Sellers shall agree and jointly and severally undertake to ▇▇▇▇ those matters set out in Schedule 4.1.
PRE-COMPLETION UNDERTAKINGS. 4.1 Pending Completion, subject to clause 4.4, each of the Vendors shall in relation to each Company owned by it:
(a) procure that the business of such Company and its Subsidiaries is conducted only in the ordinary course of business and in a normal and prudent manner, consistent with past practice;
(b) procure that reasonable steps are taken to maintain the Properties, assets (including the Internal IT Systems and Intellectual Property Rights) and any other material goods in use by any such Company and its Subsidiaries in good working order and state of maintenance and repair; and
(c) procure that reasonable steps are taken to preserve and protect the assets, financial position and the business organisation of such Company and its Subsidiaries in all material respects and to preserve good relations with suppliers, customers, Employees and relevant trade unions.
4.2 Without limiting the generality of clause 4.1, but subject to clause 4.4, each of the Vendors agree that pending Completion they shall procure in relation to each Group Company directly or indirectly owned by it that no Group Company shall without the prior written consent of the Purchaser (which consent may not be unreasonably withheld or delayed):
(a) declare, pay or make any dividend or other distribution in cash, in stock or in specie to any shareholder in any of the Group Companies;
(b) allot or issue, agree to allot or issue or pledge any shares, debentures or other securities or grant or agree to grant, any options over any shares, debentures or other securities;
(c) alter the provisions of its memorandum or articles of association (or analogous constitutional documents) or adopt or pass further regulations or resolutions inconsistent therewith;
(d) change its accounting reference date or make any material change to the accounting procedures or principles by reference to which its accounts are drawn up (except for changes required by law or regulation);
(e) discontinue or cease to operate all or a material part of its business;
(f) enter into any material contract outside the ordinary course of business or take any action with respect to a material contract (which for the purposes of this clause shall mean a contract that involves or is likely to involve expenditure by any Group Company in excess of US$250,000 during any one-year period) which would result in a material default or breach thereof and enter into any material contracts or make any material change in, or amendment of, any su...