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. 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. 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. 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. 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...
PRE-COMPLETION UNDERTAKINGS. The Vendor hereby undertakes with the Purchaser that on and after the date of this Agreement and up to the Completion Date, the Vendor shall procure the Group Companies not to, save with the prior written consent of the Purchaser or save as contemplated or expressly permitted under this Agreement or conducted in connection with the ordinary course of business of the Group Companies, do any of the following:
PRE-COMPLETION UNDERTAKINGS. 4.1 Between the date of this Agreement and the Initial Completion Date, each of WOP and WOP SPV shall:
4.1.1 ensure that the Company, each Group Company and each Seed Project HoldCo (and its subsidiaries) complies with Schedule 5; and
4.1.2 notify APG immediately if it becomes aware of a fact or circumstance which constitutes or which would or might constitute a breach (whether repudiatory in nature or not) of Clause 4.1.1 or which would or might cause a Company Warranty, WOP Warranty or an Initial SPA Seller Material Warranty to be untrue, inaccurate or misleading if given in respect of the facts or circumstances as at Initial Completion.
4.2 Between the date of this Agreement and the Initial Completion Date, APG shall notify WOP and WOP SPV immediately if it becomes aware of a fact or circumstance which constitutes or which would or might an APG Warranty to be untrue, inaccurate or misleading if given in respect of the facts or circumstances as at Initial Completion.
PRE-COMPLETION UNDERTAKINGS. Except as otherwise permitted by this Agreement or with the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed), the Seller undertakes to procure, that, between the date of this Agreement and Completion (or earlier termination in accordance with this Agreement), each Target Group Company:
(A) shall carry on its business in the ordinary course consistent with past practice in all material respects and to preserve its relationships with its major customers, suppliers and others having business dealings with the Target Group;
(B) shall not enter into any contract, arrangement or commitment of an unusual or onerous nature or other than in the normal and ordinary course of business;
(C) shall not make any change in the terms and conditions of employment or pension benefits of any of its directors or employees, or employ or terminate the employment of any person, other than the termination of the Outgoing Employees;
(D) shall not pass any resolution for or which would result in the winding up, liquidation or entering into administration or receivership of any Target Group Company; undertake any amalgamation, merger or restructuring (other than for the purpose of implementing the Restructuring) or liquidation exercise concerning any Target Group Company; or apply for the appointment of a receiver, manager or judicial manager or like officer of any Target Group Company or any material assets thereof;
(E) shall not enter into, or exercise an option in relation to, any agreement or incur any commitment involving any capital expenditure exceeding US$100,000 (or its equivalent in any foreign currency), or such other amount as agreed between the Parties in writing, in a single or a series of related transactions;
(F) shall not enter into, or exercise an option in relation to, or amend any agreement or incur any commitment with a value exceeding US$100,000 (or its equivalent in any foreign currency), or such other amount as agreed between the Parties in writing, in a single or a series of related transactions which is not capable of being terminated without compensation at any time with one month’s notice or less or which is not in its ordinary and usual course of business;
(G) except for purposes of the Restructuring, shall not acquire or dispose of, or agree to acquire or dispose of, any material asset, or enter into or amend any agreement or incur any commitment to do so;
(H) shall not acquire or agree to acquire any share...
PRE-COMPLETION UNDERTAKINGS. 5.5.1 The Seller undertakes to the Buyer that, pending Completion, it shall procure that each Target Group Company conduct its business in the ordinary and usual course and in the same manner (including as to nature and scope) as carried on immediately prior to the date of this Agreement, save as contemplated by this Agreement or as part of the Reorganisation or with the prior consent of the Buyer.
5.5.2 Pending Completion and save as contemplated by this Agreement or as part of the Reorganisation, the Seller undertakes that it shall procure that none of the Target Group Companies shall conduct any business which is outside the ordinary and usual course and not in the same manner (including as to nature and scope) as carried on immediately prior to the date of this Agreement, without the prior written consent of the Buyer.
