Common use of SALE OR LISTING Clause in Contracts

SALE OR LISTING. 19.1 Each of the parties confirms that it is their understanding and intention that a Sale or a Listing, where the market value of the ‘A’ Share-s and the Ordinary Shares (or the average value of any shares to be derived from any such ‘A’ Share and/or Ordinary Share) on such a Sale or Listing is not less than US$100,000,000, is achieved before the third anniversary of the date of this Agreement. 19.2 Subject always to the rights of the Investors under Clause 12 and the Articles, the parties agree that, following the date which is three years after the date of this Agreement: (a) the Board shall have the right to appoint an Investment Bank acceptable to the Investor Majority (at the cost of the Company) to investigate the opportunity for a Sale or Listing; and (b) subject to agreement by the Board and to Clause 12, it is their intention (without creating any legally binding rights or obligations) that the Company shall use its reasonable endeavours to effect a Sale or Listing on the official list of the UK Listing Authority or the London Stock Exchange plc, NASDAQ or such other exchange acceptable to the Investor Majority in accordance with the recommendations of the Investment Bank, in each case as approved by the Board and the Investor Majority. 19.3 Each of the parties undertakes to the other to exercise their powers both as Shareholders and/or Directors (where applicable) of the Company and any other member of the Group to vote in favour of all resolutions of the Company and any other member of the Group and the Board which are necessary or desirable to achieve a Sale or Listing if that has been approved by the Investor Majority and the Board in accordance with Clause 19.2. 19.4 Each of the Initial Shareholders and the Company acknowledge that: (a) in the event of a Tirade Sale or a Listing neither Investor shall be obliged to give any warranty or indemnity of any kind to any person other than in respect of its ownership of Shares; (b) in the event of a Listing, each Initial Shareholder may be required, on the instruction of the Investment Bank advising on the Listing, to enter into ‘Lock-In’ arrangements for a specified period whereby such Initial Shareholder will not be able to deal freely in their Shares or its holding company for such period. 19.5 Subject always to Clause 12, each of the parties to this Agreement agrees that if the Board passes a resolution recommending a Listing or a Sale that values the Company in excess of US$100,000,000 (a “Qualified Liquidity Event”) each party shall exercise its respective, powers and provide all such consents as shall be necessary in respect of the Company to procure (insofar as they are reasonably able, having regard to those powers and consents) that the Company can complete the Qualified Liquidity Event.

SALE OR LISTING. 19.1 Each of the parties confirms that it is their understanding and intention that a Sale or a Listing, where the market value of the ‘A’ Share-s and the Ordinary Shares (or the average value of any shares to be derived from any such ‘A’ Share and/or Ordinary Share) on such a Sale or Listing is not less than US$100,000,000, is achieved before the third anniversary of the date of this Agreement. 19.2 Subject always to the rights of the Investors under Clause 12 and the Articles, the parties agree that, following the date which is three years after the date of this Agreement: (a) the Board shall have the right to appoint an Investment Bank acceptable to the Investor Majority (at the cost of the Company) to investigate the opportunity for a Sale or Listing; and (b) subject to agreement by the Board and to Clause 12, it is their intention (without creating any legally binding rights or obligations) that the Company shall use its reasonable endeavours to effect a Sale or Listing on the official list of the UK Listing Authority or the London Stock Exchange plc, NASDAQ or such other exchange acceptable to the Investor Majority in accordance with the recommendations of the Investment Bank, in each case as approved by the Board and the Investor Majority. 19.3 Each of the parties undertakes to the other to exercise their powers both as Shareholders and/or Directors (where applicable) of the Company and any other member of the Group to vote in favour of all resolutions of the Company and any other member of the Group and the Board which are necessary or desirable to achieve a Sale or Listing if that has been approved by the Investor Majority and the Board in accordance with Clause 19.2. 19.4 Each of the Initial Shareholders and the Company acknowledge that: (a) in the event of a Tirade Sale or a Listing neither Investor shall be obliged to give any warranty or indemnity of any kind to any person other than in respect of its ownership of Shares; (b) in the event of a Listing, each Initial Shareholder may be required, on the instruction of the Investment Bank advising on the Listing, to enter into ‘Lock-In’ arrangements for a specified period whereby such Initial Shareholder will not be able to deal freely in their Shares or its holding company for such period. 19.5 Subject always to Clause 12, each of the parties to this Agreement agrees that if the Board passes a resolution recommending a Listing or a Sale that values the Company in excess of US$100,000,000 (a “Qualified Liquidity Event”) each party shall exercise its respective, powers and provide all such consents as shall be necessary in respect of the Company to procure (insofar as they are reasonably able, having regard to those powers and consents) that the Company can complete the Qualified Liquidity Event.. Execution

SALE OR LISTING. 19.1 Each 11.1 The Managers and the Company acknowledge that the Investors are investing in the Company with a view to a Sale or Listing being effected prior to the [fifth] anniversary of Completion and the Managers and the Company undertake to use their reasonable endeavours to obtain a Sale or Listing before that date. 11.2 The Managers hereby undertake to use all reasonable efforts to assist the Investors in obtaining a Sale or Listing and to prepare the Group for such a Sale or Listing within the timescale set out above including, without limitation, making and attending presentations to potential investors in or purchasers of the Group (as the case may be), and cooperating with any corporate finance advisers and/or nominated advisers which may be appointed to act for the Company in connection with a Sale or Listing. 11.3 Upon notice in writing from an Investor Majority, the Company shall appoint a firm of corporate finance advisers and/or nominated advisers to act for the Company in order to advise upon a proposed Sale or Listing and/or to report on exit opportunities and strategy and copies of such reports shall be made available to the Investors at the Company’s cost. 11.4 It is acknowledged by the parties confirms that it is their understanding and intention that in the event of a Sale or a Listing, where the market value : 11.4.1 None of the ‘A’ Share-s and the Ordinary Shares (Investors or the average value Investor Director will give any warranties, representations or indemnities (save as regards title and capacity to contract) in connection therewith to any person; 11.4.2 those of any shares to be derived from any the Managers who are at the time of such ‘A’ Share and/or Ordinary Share) on such a Sale or Listing is not less than US$100,000,000, is achieved before the third anniversary directors or shareholders of the date of this Agreement. 19.2 Subject always Company [will][may] give such warranties, representations and indemnities as may be reasonably requested by the purchaser or sponsor (as the case may be) or which would reasonably be expected to be customarily given to a purchaser or sponsor (as the rights of the Investors under Clause 12 and the Articles, the parties agree that, following the date which is three years after the date of this Agreement: (acase may be) the Board shall have the right to appoint an Investment Bank acceptable to the Investor Majority (at the cost of the Company) to investigate the opportunity for in connection with a Sale or Listing; and (b) subject to agreement by the Board and to Clause 12, it is their intention (without creating any legally binding rights or obligations) that the Company shall use its reasonable endeavours to effect 11.4.3 no Investor will be expected in connection with a Sale or Listing on to: 11.4.3.1 contribute towards the official list cost of any warranty insurance or similar arrangement; or 11.4.3.2 agree to make any part of the UK Listing Authority consideration payable to it subject to retention or the London Stock Exchange plc, NASDAQ or such other exchange acceptable to any adjustment by reference to the Investor Majority in accordance with the recommendations net assets or financial performance of the Investment Bank, in each case as approved by the Board and the Investor MajorityGroup. 19.3 Each of the parties undertakes to the other to exercise their powers both as Shareholders and/or Directors (where applicable) of the Company and any other member of the Group to vote in favour of all resolutions of the Company and any other member of the Group and the Board which are necessary or desirable to achieve a Sale or Listing if that has been approved by the Investor Majority and the Board in accordance with Clause 19.2. 19.4 Each of the Initial Shareholders and the Company acknowledge that: (a) in the event of a Tirade Sale or a Listing neither Investor shall be obliged to give any warranty or indemnity of any kind to any person other than in respect of its ownership of Shares; (b) in the event of a Listing, each Initial Shareholder may be required, on the instruction of the Investment Bank advising on the Listing, to enter into ‘Lock-In’ arrangements for a specified period whereby such Initial Shareholder will not be able to deal freely in their Shares or its holding company for such period. 19.5 Subject always to Clause 12, each of the parties to this Agreement agrees that if the Board passes a resolution recommending a Listing or a Sale that values the Company in excess of US$100,000,000 (a “Qualified Liquidity Event”) each party shall exercise its respective, powers and provide all such consents as shall be necessary in respect of the Company to procure (insofar as they are reasonably able, having regard to those powers and consents) that the Company can complete the Qualified Liquidity Event.