PRE-COMPLETION UNDERTAKINGS. 4.1 Pending Completion, each of the Vendor and the Warrantor shall ensure that:
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. 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):
PRE-COMPLETION UNDERTAKINGS. 6.1 The Seller undertakes to the Buyer that, from the date of this Agreement to Completion, it will use its good faith efforts to procure, so far as it is able in its capacity as a shareholder, that the UKTV Business is carried on in the ordinary course and in particular the Seller shall not vote, in its capacity as a shareholder, and shall so far as it is able procure that the directors of the Target Companies and UK Progco appointed by it by virtue of its holding of Target Shares in the respective Target Companies shall not vote in favour of any matter (not being a matter within the ordinary course of business of the UKTV Business) which requires a Unanimous Shareholders’ Decision or Special Majority Consent (as each of those terms is defined in the relevant UKTV Shareholders’ Agreement) under the UKTV Shareholders’ Agreements, without the prior written approval of the Buyer, which shall not be unreasonably refused or unduly delayed (and which shall be deemed to have been given by the Buyer if not specifically refused in writing by notice given to the Seller within seven (7) days of a request in writing by the Seller), provided that nothing in this Clause 6 shall:
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):
PRE-COMPLETION UNDERTAKINGS. 6.1 Subject to the terms and conditions of this Agreement, the Seller and the Purchaser shall use all reasonable endeavours to procure that Completion occurs and, without prejudice to the generality of the foregoing, shall use all reasonable endeavours to cooperate with each other on and after the date of this Agreement to consummate the transactions contemplated by this Agreement.
PRE-COMPLETION UNDERTAKINGS. Conduct of business before Completion
PRE-COMPLETION UNDERTAKINGS. 7.1 Between the execution of this Agreement and the Completion Date:
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:
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. 4.2. Clause 4.1 shall not operate so as to restrict or prevent any act or matter: (a) necessary or reasonably undertaken in an emergency or disaster situation with the intention of reducing any material adverse impact on the Group (provided that the Investor must be notified of such act or matter, where practicable, in advance of such act or matter being undertaken, and where not practicable, promptly after the undertaking of such act or matter); (b) necessary to comply with any Applicable Law (including in order for a Founding Shareholder to comply with his fiduciary duties as a director of a Group Company) or regulatory expectation or written commitment made to (or instruction from) a Regulatory Authority (provided that the Founding Shareholders must consult with the Investor and take all reasonable steps to agree the appropriate course of action with the Investor before such act or matter is undertaken to the extent practicable, having regard to the urgency of a situation and the duty of the relevant Group Company to cooperate with a Regulatory Authority in an open and unfettered way and to the extent 22
