Common use of VARIATION AND TERMINATION Clause in Contracts

VARIATION AND TERMINATION. All and any of the provisions of this agreement may be deleted, varied, supplemented, restated or otherwise changed in any way at any time with the prior written consent of the Company and by the Shareholders holding at least [ ] per cent of the Equity Shares (excluding Treasury Shares) held by the Shareholders, in which event such change shall be binding against all of the parties hereto provided that if such change would impose any new obligations on a party, [vary an express contractual right of that party under this agreement] or increase any existing obligation, the consent of the affected party to such change shall be specifically required. This agreement may be terminated with the prior written consent of the Company and by Shareholders holding at least [ ] per cent of the Equity Shares (excluding Treasury Shares) held by the Shareholders, in which event such termination shall be binding against all of the parties hereto save that nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its termination. [This agreement shall terminate and cease to have effect upon an IPO [approved in accordance with clause 10 (Matters requiring consent of the Investors or the Investor Directors)] save that nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its termination.] Nothing in this agreement is intended to or shall be construed as establishing or implying any partnership of any kind between the parties. Subject to clause 25.3, this agreement is personal to the parties and no party shall: assign any of its rights under this agreement; transfer any of its obligations under this agreement; sub-contract or delegate any of its obligations under this agreement; or charge or deal in any other manner with this agreement or any of its rights or obligations. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in contravention of clause 25.1 shall be ineffective. An Investor may assign the whole or part of any of its rights in this agreement to any person who has received a transfer of shares in the capital of the Company from such Investor in accordance with the New Articles and has executed a Deed of Adherence. Subject to clause 26.2, this agreement does not confer any rights on any person or party (other than the parties to this agreement) pursuant to the Contracts (Rights of Third Parties) Xxx 0000. The general partner of an Investor or the management company authorised from time to time to act on behalf of that Investor or another person or persons nominated by that Investor, shall be entitled to enforce all of the rights and benefits under this agreement at all times as if party to this agreement. Subject to any applicable law, in the event of any ambiguity or conflict between this agreement and the New Articles, the terms of this agreement shall prevail as between the Shareholders and in such event the Shareholders shall procure such modification to the New Articles as shall be necessary.

VARIATION AND TERMINATION. All and any of the provisions of this agreement may be deleted, varied, supplemented, restated or otherwise changed in any way at any time with the prior written consent of (i) the Company and by Company, (ii) the Shareholders holding at least [ ] per cent holders of the a majority of Equity Shares in issue, and (excluding Treasury Sharesiii) held by the ShareholdersInvestor Majority, in which event such change shall be binding against all of the parties hereto to this agreement provided that that, in addition: if such change would impose any new obligations on a party, [or vary an express express, contractual right of that particular to a party under clause 4 (The Board), 5 (Information Rights) [or] 7.6 [or 30 (US Tax Covenants)] of this agreement] agreement or increase any existing obligation, the consent of the affected party to such change shall be specifically required; and/or [if such change concerns the declassification of an Investor as a Major Investor]; and/or [if such change would adversely affect the [Major] Investors otherwise than on a pari passu pro rata basis, and/or if the change concerns the removal of an Investor's right to appoint a Director or observer pursuant to this agreement, the consent of each of the affected [Major] Investors to such change shall be required]. This agreement may be terminated with the prior written consent of (i) the Company and by Shareholders holding at least [ ] per cent Company, (ii) the holders of the a majority of Equity Shares in issue, and (excluding Treasury Sharesiii) held by the ShareholdersInvestor Majority, in which event such termination shall be binding against all of the parties hereto save that to this agreement provided that, in addition: nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its termination; and/or [if such termination would adversely affect the [Major] Investors otherwise than on a pari passu pro rata basis, and/or if the termination concerns the removal of an Investor's right to appoint a Director or observer pursuant to this agreement, the consent of each of the affected [Major] Investors to such termination shall be required; and/or] [if such termination concerns the declassification of an Investor as a Major Investor]; and/or if such termination concerns the termination of an express, contractual right particular to a party under clause 4 (The Board), 5 (Information rights) [or] 7.6 [or 30 (US Tax Covenants)] of this agreement, the consent of that party to such termination shall be required. [This agreement shall terminate and cease to have effect upon an IPO [approved in accordance with clause 10 6 (Matters requiring consent Consent Matters) and Part 1 of the Investors or the Investor Directors)] Schedule 2 (Consent Matters) save that nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its termination.] [If the Subscription Agreement is terminated in accordance with clause 4.5 of that agreement, this agreement shall terminate and cease to have effect, provided that: the provisions of clause 1 (Definitions) (in so far as they are used in the clauses and schedules referred to in this clause), clauses 2 (Interpretation), 11 (Confidentiality), 15 (Waiver), 16 (Entire agreement), this 17.4 and 18 (No partnership) to 27 (Jurisdiction) (inclusive) shall survive any such termination; and nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its termination.]20 Nothing in this agreement is intended to or shall be construed as establishing or implying any partnership of any kind between the parties. Subject to clause 25.3clauses 19.3 and 20.2, this agreement is personal to the parties and no party shall: assign any of its rights under this agreement; transfer any of its obligations under this agreement; sub-contract or delegate any of its obligations under this agreement; or charge or deal in any other manner with this agreement or any of its rights or obligations, save that an Investor shall be entitled to delegate any of its obligations under this agreement to its general partner or the management company authorised from time to time to act on behalf of that Investor. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in contravention of clause 25.1 19.1 shall be ineffective. An Investor may assign the whole or part of any of its rights in this agreement to any person who has received a transfer of shares in the capital of the Company from such Investor in accordance with the New Articles and has executed a Deed of Adherencean Adherence Agreement. Subject to clause 26.220.2 and save as expressly provided in this agreement, this agreement does not confer any rights on any person or party (other than the parties to this agreement) pursuant to the Contracts (Rights of Third Parties) Xxx 0000Act 1999. The general partner of an Investor or the management company authorised from time to time to act on behalf of that Investor or another person or persons nominated by that Investor, shall be entitled to enforce all of the rights and benefits under this agreement at all times as if party to this agreement. A person who executes an Adherence Agreement in accordance with clause 9 shall be bound by, and shall be entitled to enforce, the terms of this agreement as though such person were signatory hereto and shall thereupon be a party hereto. The obligations of confidentiality in clause 11 and the Founders' undertakings and covenants in clause 10 are assumed for the benefit of each Group Company. Each Group Company may rely on and enforce the obligations of confidentiality in clause 11 and the undertakings and covenants in clause 10. Subject to any applicable law, in the event of any ambiguity or conflict between this agreement and the New Articles, the terms of this agreement shall prevail as between the Shareholders and in such event the Shareholders shall procure such modification to the New Articles as shall be necessary.

VARIATION AND TERMINATION. All Any variationAll and any of the provisions of this agreement may is valid only if it ismay be deleted, varied, supplemented, restated or otherwise changed in writing and signed by the any way at any time with the prior written consent of the Company and by shareholders of the Shareholders CompanyShareholders holding between them at least [ [ninety ] per cent cent. ([90]%) of the Equity issued share capital ([ %]) of the CompanyEquity Shares (excluding Treasury Shares) held by the Shareholders, in which event such change shall be binding against all of the parties hereto provided that if such change would impose any new obligations on a party, [vary an express contractual right of that party under this agreement] or increase any existing obligation, the consent of the affected party to such change shall be specifically required. This agreement may be terminated with the prior written consent of the Company and by Shareholders holding at least [ ] per cent ([ %]) of the Equity Shares (excluding Treasury Shares) held by the Shareholders, in which event such termination shall be binding against all of the parties hereto save that nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its terminationhereto. [This agreement shall terminate and cease to have effect upon an IPO [approved in accordance with clause 10 (Matters requiring consent of the Investors or the Investor Directors)] save that nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its termination.] Nothing in this agreement is intended to or shall be construed as establishing or implying any partnership of any kind between the parties. Subject to clause 25.326.3, this agreement is personal to the parties and no party shall: assign any of its rights under this agreement; transfer any of its obligations under this agreement; sub-contract or delegate any of its obligations under this agreement; or charge or deal in any other manner with this agreement or any of its rights or obligations. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in contravention of clause 25.1 26.1 shall be ineffective. An Investor may assign the whole or part of any of its rights in this agreement to any person who has received a transfer of shares in the capital of the Company from such Investor in accordance with the New Articles and has executed a Deed of Adherence. Subject to clause 26.227.2, this agreement does not confer any rights on any person or party (other than the parties to this agreement) pursuant to the Contracts (Rights of Third Parties) Xxx 0000Act 1999. The general partner of an Investor or the management company authorised from time to time to act on behalf of that an Investor or another person or persons nominated by that an Investor, shall be entitled to enforce all of the rights and benefits under this agreement at all times as if party to this agreement. Subject to any applicable law, in the event of any ambiguity or conflict between this agreement and the New Articles, the terms of this agreement shall prevail as between the Shareholders and in such event the Shareholders shall procure such modification to the New Articles as shall be necessary.

VARIATION AND TERMINATION. All and any of the provisions of this agreement may be deleted, varied, supplemented, restated or otherwise changed in any way at any time with the prior written consent of the Company and by the Shareholders holding at least [ ] per cent ([ %]) of the Equity Shares (excluding Treasury Shares) held by the Shareholders, in which event such change shall be binding against all of the parties hereto provided that if such change would impose any new obligations on a party, [vary an express contractual right of that party under this agreement] or increase any existing obligation, the consent of the affected party to such change shall be specifically required. This agreement may be terminated with the prior written consent of the Company and by Shareholders holding at least [ ] per cent ([ %]) of the Equity Shares (excluding Treasury Shares) held by the Shareholders, in which event such termination shall be binding against all of the parties hereto save that nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its terminationhereto. [This agreement shall terminate and cease to have effect upon an IPO [approved in accordance with clause 10 (Matters requiring consent of the Investors or the Investor Directors)] save that nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its termination.] Nothing in this agreement is intended to or shall be construed as establishing or implying any partnership of any kind between the parties. Subject to clause 25.326.3, this agreement is personal to the parties and no party shall: assign any of its rights under this agreement; transfer any of its obligations under this agreement; sub-contract or delegate any of its obligations under this agreement; or charge or deal in any other manner with this agreement or any of its rights or obligations. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in contravention of clause 25.1 26.1 shall be ineffective. An Investor may assign the whole or part of any of its rights in this agreement to any person who has received a transfer of shares in the capital of the Company from such Investor in accordance with the New Articles and has executed a Deed of Adherence. Subject to clause 26.227.2, this agreement does not confer any rights on any person or party (other than the parties to this agreement) pursuant to the Contracts (Rights of Third Parties) Xxx 0000Act 1999. The general partner of an Investor or the management company authorised from time to time to act on behalf of that an Investor or another person or persons nominated by that an Investor, shall be entitled to enforce all of the rights and benefits under this agreement at all times as if party to this agreement. Subject to any applicable law, in the event of any ambiguity or conflict between this agreement and the New Articles, the terms of this agreement shall prevail as between the Shareholders and in such event the Shareholders shall procure such modification to the New Articles as shall be necessary.

VARIATION AND TERMINATION. All Subject to clause 4.3, all and any of the provisions of this agreement may be deleted, varied, supplemented, amended and restated or otherwise changed in any way at any time with the prior written consent of the Company and by the Shareholders holding at least [ ] per cent of the Equity a New Shares (excluding Treasury Shares) held by the ShareholdersMajority, in which event such change change(s) shall be binding against all of the parties hereto provided that if any such change would impose any new obligations on a party, [vary or remove an express contractual right of that a party under this agreement] agreement or increase any existing obligationobligation on any party, the consent of the any affected party to such change shall be specifically required. This agreement may be terminated with the prior written consent of the Company and by Shareholders holding at least [ ] per cent of the Equity a New Shares (excluding Treasury Shares) held by the ShareholdersMajority, in which event such termination shall be binding against all of the parties hereto save that nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its termination. [This agreement shall terminate and cease to have effect upon termination provided that if a party has an IPO [approved in accordance with clause 10 (Matters requiring consent of the Investors or the Investor Directors)] save that nothing in this clause shall release any party from liability for breaches of express contractual right under this agreement which occurred prior to its termination.] that is not incorporated into any replacement or successor shareholders' agreement, that party's consent shall be specifically required for the termination of that right. Nothing in this agreement is intended to or shall be construed as establishing or implying any partnership of any kind between the parties. Subject to clause 25.314.3, this agreement is personal to the parties and no party shall: assign any of its rights under this agreement; transfer any of its obligations under this agreement; sub-contract or delegate any of its obligations under this agreement; or charge or deal in any other manner with this agreement or any of its rights or obligations. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in contravention of clause 25.1 14.1 shall be ineffective. An Investor may assign the whole or part of any of its rights in this agreement to any person who has received a transfer of shares in the capital of the Company from such Investor in accordance with the New Articles and has executed a Deed of Adherencean Adherence Agreement. Subject to clause 26.215.2, this agreement does not confer any rights on any person or party (other than the parties to this agreement) pursuant to the Contracts (Rights of Third Parties) Xxx 0000Act 1999. The general partner of an Investor or the management company authorised from time to time to act on behalf of that Investor or another person or persons nominated by that Investor, shall be entitled to enforce all of the rights and benefits of such Investor under this agreement at all times as if party to this agreement. Subject to any applicable law, in the event of any ambiguity or conflict between this agreement and the New Articles, the terms of this agreement shall prevail as between the Shareholders and in such event the Shareholders shall procure such modification to the New Articles as shall be necessary.