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:
(a) operate to prevent, limit or restrict the Seller or any member of the Virgin Media Group:
(i) from approving the declaration of any dividend or the making of any distribution or payment of interest or principal pursuant to any Shareholder Financing Agreement or other payment in the ordinary course of business from any of the Target Companies including any dividend declared on or after the date hereof by reference to any period ending on or before the Completion Date (including the declaration of the UKTV Dividend and/or the BBCW Dividend; or
(ii) from receiving payment of any such principal or interest or other such payment by any Target Company or from receiving a dividend or distribution as specified in Clause 6.1(a)(i) above (including the UKTV Dividend); or
(iii) operate to prevent, limit or restrict the making by any Target Company of any such payment as referred to in Clause 6.1(a)(i) above; and
(b) to the extent that the provisions of this Clause 6.1 would operate to prevent, limit or restrict any decision or action which the Target Companies, UK Progco and/or any other Target Group Company wishes to take, the same may nevertheless be taken if and to the extent it is permitted or required by any provision of this Agreement, any other Transaction Document, the Consent and Waiver Lette...
PRE-COMPLETION UNDERTAKINGS. 4.1 Pending Completion, each of the Vendor and the Warrantor shall ensure that:
(a) each member of the Target Companies Group shall carry on its business in the ordinary and usual course and shall not make (or agree to make) any payment other than routine payments in the ordinary and usual course of trading;
(b) each member of the Target Companies Group shall take all reasonable steps to preserve and protect its assets;
(c) the Purchaser's representatives shall be allowed, upon reasonable notice and during normal business hours, access to the books and records of each member of the Target Companies Group (including, without limitation, all statutory books, minute books, leases, contracts, supplier lists and customer lists) together with the right to take copies;
(d) no member of the Target Companies Group shall do, allow or procure any act or omission which would constitute or give rise to a breach of any Warranty if the Warranties were to be repeated on or at any time before Completion by reference to the facts and circumstances then existing;
(e) prompt disclosure is made to the Purchaser of all relevant information which comes to the notice of the Vendor or the Warrantor in relation to any fact or matter (whether existing on or before the date of this Agreement or arising afterwards) which may constitute a breach of any Warranty if the Warranties were to be repeated on or at any time before Completion by reference to the facts and circumstances then existing;
(f) no dividend or other distribution shall be declared, paid or made by any member of the Target Companies Group;
(g) no share capital shall be allotted or issued or agreed to be allotted or issued by any member of the Target Companies Group;
(h) all transactions between each member of the Target Companies Group and each Vendor Group Company shall be on arm's length commercial terms and in their respective ordinary and usual course of business;
(i) otherwise than in the ordinary course of business, the amount of any Indebtedness owed by each member of the Target Companies Group or existing as at the date of this Agreement shall not be increased or extended and no new Indebtedness shall be entered into or assumed by any such company; and
(j) no action is taken by any member of the Target Companies Group or any Vendor Group Company which is inconsistent with the provisions of this Agreement or the consummation of the transactions contemplated by this Agreement.
4.2 Pending Completion, each of the Ve...
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. 5.01 The Vendors undertake that they shall procure that before the Completion Date, except with the prior written consent of the Purchaser or otherwise as contemplated under this agreement, the Company shall:-
(a) not issue, or agree to issue, any share or loan capital or grant, or agree to grant, any option over or right to acquire or to subscribe for any share or loan capital;
(b) not enter into any transaction, agreement or contract, trade or carry on business, acquire or dispose of any interest in any asset or create or undertake any capital commitment or expenditure or actual or contingent liability whatsoever;
(c) not create or permit to arise any mortgage, charge (fixed or floating), lien, pledge, other form of security or encumbrance or equity of whatsoever nature, whether similar to the foregoing or not, nor in respect of any part of its undertaking, property or assets other than liens arising by operation of law in amounts which are not material;
(d) not borrow any money;
(e) continue to comply with and duly perform and discharge its duties and obligations (including payment obligations) under all agreements and contracts entered into by it and discharge all liabilities in relation thereto which accrue due for the period prior to Completion;
(f) not amend its Memorandum and/or Articles of Association;
(g) not hire any employee, enter into any service agreements with directors or officers;
(h) not establish any pension, retirement scheme, share option scheme, profit sharing or bonus scheme or any other benefit scheme;
(i) not carry on any business other than its existing business;
(j) not enter into any partnership or joint venture arrangement;
(k) not establish or open or close any branch of office; and
(l) not dispose of the ownership, possession, custody or control of any corporate or other books or records which are required to be delivered to the Purchaser under this agreement or are required under any law; regulation or rule to be kept by the Company.
5.02 Immediately after the signing of this agreement, the Purchaser and any persons authorized by him (including without limitation any prospective financing party and the employees, officers and professional advisers of the Purchaser or any prospective financing party) shall by prior appointment be given reasonable access to the books, minutes, records, documents, title deeds and such other information of the Company and upon the prior written consent of the Vendors (such consent not to be unr...
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. 7.1 Between the execution of this Agreement and the Completion Date:
7.1.1 the Institutional Seller and each Senior Management Seller severally agrees that it shall not (where applicable) without the prior written approval of the Buyer exercise any voting rights over the Securities held by it to approve any of the numbered matters specified in Schedule 3 save to the extent that such action is Permitted Leakage or is expressly provided for in the Transaction Documents; and
7.1.2 each Senior Management Seller severally undertakes to the Buyer that he shall, in each case to the extent that he is reasonably able and legally permitted or entitled to do so by exercising his rights as a shareholder, director (after taking into account any applicable fiduciary duties) and/or employee (as applicable): (i) in each case save to the extent that such action is Permitted Leakage or is expressly provided for in the Transaction Documents, procure that each of the Group Companies does 004600-0228-14943-Active.18252126.10 not take or agree to take any of the numbered actions specified in Schedule 3; and (ii) procure that each of the Group Companies will carry on its business in the usual and ordinary course of business; and
7.1.3 the Institutional Seller undertakes to the Buyer that it will not exercise its voting rights as a shareholder, or if requested give any consent under any investment or shareholder agreement affecting the Company, to approve any of the matters specified in Schedule 3 save to the extent that such action is Permitted Leakage or is expressly provided for in the Transaction Documents.
7.2 Clause 7.1 does not apply in respect of and shall not operate so as to restrict or prevent:
7.2.1 the completion or performance of actions which are necessary to discharge any obligations undertaken pursuant to any legal or regulatory obligation in accordance with and pursuant to any contract, arrangement, licence or consent in the form disclosed in the Data Room prior to the date of this Agreement and entered into by or relating to any member of the Group in the usual and ordinary course of business prior to the date of this Agreement (or, in the case of a licence or consent, issued or granted);
7.2.2 any action undertaken or omitted at the written request or with the written consent of the Buyer (and for this purpose, the written consent of or consent by email from either of Xxxx Xxxxx or Xxxxxx Xxxxxx shall constitute consent of the Buyer);
7.2.3 any action set out ...
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. 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 Vendor shall procure that:
PRE-COMPLETION UNDERTAKINGS. 4.1 Save with the prior written consent of the Purchaser, such consent (save with respect to paragraphs (a), (c), (d), (k) and (j) of Part A of Schedule 4, in respect of which the Purchaser may withhold its consent in its absolute discretion) not to be unreasonably withheld and which consent shall be deemed to be given if not refused within five (5) Business Days from the date of request therefore, and save with respect to the exceptions listed in Part B of Schedule 4, Phoenix shall procure (so far as it is within its power to do so) that between the date of this Agreement and Completion, each Group Company shall take such actions or refrain from taking such actions as are required pursuant to Part A of Schedule 4 of this Agreement unless expressly permitted or required to take them under the terms of this Agreement.
4.2 For the purposes of Clause 4.1, the Purchaser shall at the date of this Agreement nominate an individual who shall be responsible for giving or refusing consent if requested by Phoenix. Consent received from such person shall be sufficient consent for the purposes of Clause 4.1.
4.3 Neither the Purchaser nor VEG shall liquidate, dissolve, wind up its affairs or merge with any corporation or sell or convey all or substantially all of its assets, nor shall the Purchaser enter into any similar transaction in which the Purchaser is not a continuing public company with reporting obligations under the Exchange Act.
4.4 The Purchaser shall procure that, prior to Completion, US Newco is incorporated as a direct subsidiary of the Purchaser and that US Newco shall not carry on any business or have any assets or liabilities of any nature whatsoever before Completion, except for those transferred to or assumed by it pursuant to any transaction contemplated by this Agreement.
4.5 To the extent not previously obtained prior to the date of this Agreement, as soon as reasonably practicable after the date of this Agreement, the Purchaser shall take all such steps and deliver all such documentation to the Dutch Authority for the Financial Markets or otherwise as are in each case necessary in order for dispensation to be granted pursuant to Section 4 of the Act on the Supervision of Securities Trade 1995 in respect of the Consideration Warrants.
4.6 The Purchaser undertakes and acknowledges that from the date of entry into the Confidentiality Letter until Completion, it has not and shall not (and shall procure that its group undertakings do not):
(a) save to...
