Common use of PRE-COMPLETION Clause in Contracts

PRE-COMPLETION. REORGANISATION 13.1 Each of Prudential and Xxxxxxx shall use reasonable endeavours to effect, or procure that members of their Group effect, the following steps prior to Completion (the “Pre-Completion Reorganisation”): (A) the transfer from PUSH to PCAL of the Xxxxxxx Shares, by way of a declaration by the board of directors of PUSH of an interim distribution in specie of certain Xxxxxxx Shares with a carrying value approximately equal to PUSH’s current distributable profits, and the sale of the remaining Xxxxxxx Shares currently held by PUSH from PUSH to PCAL, the consideration in respect of such sale being left outstanding as an intercompany receivable owing from PCAL to PUSH; (B) the transfer of the Xxxxxxx Shares referred to in step (A) above from PUSH to PCAL pursuant to a valid instrument of transfer and the entry of PCAL into Xxxxxxx’x register of stockholders as holder of those Xxxxxxx Shares which transfer shall be of Xxxxxxx Shares in uncertificated form; (C) to the extent required, the entry by PCAL into a joinder agreement to the Stockholders Agreement dated 17 July 2020 between PUSH and Athene (the “Stockholders Agreement”), in form and substance reasonably acceptable to Xxxxxxx, in which PCAL agrees to be subject to all covenants and agreements of PUSH under the Stockholders Agreement, and the execution of all other agreements in effect immediately prior to step (A) above which are binding on PUSH in its capacity as stockholder of Xxxxxxx; (D) the declaration by the board of directors of PCAL of an interim distribution in specie of 800 Xxxxxxx Shares to Prudential; (E) the transfer of the Xxxxxxx Shares referred to in step (D) above from PCAL to Prudential pursuant to a valid instrument of transfer and the entry of Prudential into Xxxxxxx’x register of stockholders as holder of those Xxxxxxx Shares, which transfer shall be of Xxxxxxx Shares in uncertificated form; (F) the entry by Prudential into a joinder agreement to the Stockholders Agreement, in form and substance reasonably acceptable to Xxxxxxx, in which Prudential agrees to be subject to all covenants and agreements of PCAL under the Stockholders Agreement, and the execution of all other agreements in effect immediately prior to step (D) above which are binding on PCAL in its capacity as stockholder of Xxxxxxx; (G) the obtaining of any relevant corporate authorisations in order to effect the steps completed by the Pre-Completion Reorganisation (including any required board or shareholder resolutions); and (H) any other steps as Prudential and Xxxxxxx agree are reasonably required to be taken.

PRE-COMPLETION. REORGANISATION4.1 On the date of this Agreement: 13.1 Each (a) the Seller shall deliver to the Buyer: (i) the Disclosure Letter executed by the Seller; (ii) the Tax Deed executed by the Seller and the Seller’s Guarantor; (iii) a copy of Prudential and Xxxxxxx shall use reasonable endeavours to effect, or procure that members the written resolutions of their Group effectthe board of directors of the Seller in the agreed form approving the Transaction, the following steps prior agreed form documents and the entry by the Seller into the Transaction Documents to Completion (the “Pre-Completion Reorganisation”):which it is a party; (Aiv) the transfer from PUSH to PCAL a copy of the Xxxxxxx Shares, by way officer certificate certifying the adoption of a declaration resolutions by the board of directors of PUSH of an interim distribution the Seller’s Guarantor in specie of certain Xxxxxxx Shares with a carrying value approximately equal to PUSH’s current distributable profits, the agreed form approving this Agreement and the sale Tax Deed and the entry by the Seller’s Guarantor into this Agreement and the Tax Deed; (v) the resignations (in each case conditional on and with effect from Completion) of the remaining Xxxxxxx Shares currently held by PUSH Resigning Officers in the agreed form; (vi) written resolutions of the board of directors of each Group Company incorporated in the United Kingdom approving (in each case conditional on and with effect from PUSH to PCALCompletion): (A) as appropriate in the case of each Group Company, the consideration in respect resignations of such sale being left outstanding as an intercompany receivable owing from PCAL to PUSHthe Resigning Officers; (B) such persons as the transfer of the Xxxxxxx Shares referred to in step (A) above from PUSH to PCAL pursuant to a valid instrument of transfer and the entry of PCAL into Xxxxxxx’x register of stockholders as holder of those Xxxxxxx Shares which transfer shall be of Xxxxxxx Shares in uncertificated formBuyer nominates are appointed additional directors and/or secretaries; (C) in the case of the Company: (1) the transfer and registration (subject to stamping) of the Shares; and (2) following registration of the transfer of the Shares, a new share certificate be issued to the extent required, Buyer in respect of the entry by PCAL into a joinder agreement to Shares; (vii) written resolutions of the Stockholders Agreement dated 17 July 2020 between PUSH shareholders of each Group Company incorporated in the Netherlands approving (in each case conditional on and Athene (the “Stockholders Agreement”), in form and substance reasonably acceptable to Xxxxxxx, in which PCAL agrees to be subject to all covenants and agreements of PUSH under the Stockholders Agreement, and the execution of all other agreements in with effect immediately prior to step from Completion): (A) above which are binding on PUSH as appropriate in its capacity as stockholder the case of Xxxxxxxeach Group Company, the resignations of the Resigning Officers; (DB) such persons as the Buyer nominates are appointed additional directors and/or secretaries; and (viii) a copy of the registers of members/shareholders of the Pre-Completion Restructuring Companies evidencing the completion of the Pre-Completion Restructuring; and (b) the declaration Buyer shall deliver to the Seller: (i) the Disclosure Letter executed by the Buyer; (ii) the Tax Deed executed by the Buyer; and (iii) a copy of the written resolutions of the board of directors of PCAL the Buyer in the agreed form approving the Transaction, the agreed form documents and the entry by the Buyer into the Transaction Documents to which it is a party. 4.2 Until Completion the Seller shall procure that no Group Company shall do any of an interim distribution the things specified in specie Schedule 2 (Reserved matters) provided always that nothing shall impose any obligation on the Seller to prevent or restrict any Group Company from doing or omitting to do anything: (a) required for the performance of 800 Xxxxxxx Shares any contract entered into prior to Prudentialthe date of this Agreement; (Eb) the transfer of the Xxxxxxx Shares referred required in order to in step (D) above from PCAL to Prudential pursuant to a valid instrument of transfer and the entry of Prudential into Xxxxxxx’x register of stockholders comply with any applicable law or regulation or court order or as holder of those Xxxxxxx Shares, which transfer shall be of Xxxxxxx Shares in uncertificated formrequired by any regulatory authority; (Fc) with the entry by Prudential into a joinder agreement to the Stockholders Agreement, in form and substance reasonably acceptable to Xxxxxxx, in which Prudential agrees consent (not to be subject to all covenants and agreements unreasonably withheld or delayed) or at the request of PCAL under the Stockholders Agreement, and the execution of all other agreements in effect immediately prior to step (D) above which are binding on PCAL in its capacity as stockholder of XxxxxxxBuyer; (Gd) required or contemplated by any Transaction Document; (e) which is entirely intra-Group; (f) which is undertaken by the obtaining JVCos; (g) in connection with an emergency situation which, having regard to the expected consequences, require immediate or prompt steps to be taken (provided such steps are reasonably undertaken in accordance with good industry practice with the intention of mitigating or minimising an adverse effect on the Group, including injury to any person or damage to assets of the Group); or (h) in the normal course of business or in connection with capital expenditure disclosed to the Buyer prior to the date of this Agreement. 4.3 Until Completion the Buyer shall not, without the prior written consent of the Seller (such consent not to be unreasonably withheld or delayed), contact any employees of, suppliers to, or customers of any relevant corporate authorisations member of the Seller’s Group, a Group Company, the JVCos or any of their respective Associates in order connection with this Agreement or the Transaction, or to effect otherwise discuss the steps completed by business or operations of any Group Company or the PreJVCos. 4.4 Until Completion the Seller shall use reasonable endeavours to procure that management of the Group Companies allows the Buyer active involvement in the day-Completion Reorganisation (including any required board or shareholder resolutions); and (H) any other steps as Prudential and Xxxxxxx agree are reasonably required to be takento-day management of the Group Companies’ business.