Common use of Vendor Obligations Clause in Contracts

Vendor Obligations. The Vendor hereby irrevocably undertakes, represents and warrants to the Purchaser as follows: (A) he is, or a Connected Person identified in Schedule 1 is, the beneficial owner and the registered holder of the Committed Shares and the Committed Options and the Committed Shares and the Committed Options are free from all encumbrances, liens and charges. Other than the Committed Shares and the Committed Options there are no shares in the Company registered in the Vendor's name (or in the name of any of its Connected Persons) or beneficially owned, or managed and controlled, by the Vendor (or any of its Connected Persons) or in which the Vendor (or any of its Connected Persons) has an interest and neither the Vendor nor any of its Connected Persons has any rights, warrants or options to acquire or subscribe for shares in the Company; (B) unless and until the Offer shall have closed, lapsed or shall have been withdrawn, save as referred to in this Deed or by way of acceptance of the Offer, the Vendor shall not and shall procure that its Connected Person shall not otherwise than pursuant to the Offer, sell or otherwise dispose of or permit the sale or other disposition of all or any of the Committed Shares or the Committed Options or any interest in any of the Committed Shares or the Committed Options; (C) unless and until the Offer shall have closed, lapsed or shall have been withdrawn, save pursuant to this Deed, neither the Vendor nor any Connected Person of the Vendor has agreed, conditionally or otherwise, to dispose of all or any of the Committed Shares or the Committed Options or any interest therein; (D) the Vendor shall not (and shall procure that its Connected Persons do not), without the prior written consent of the Purchaser, purchase or otherwise acquire any shares in the Company or any interest therein or agree to do so; (E) the Vendor shall procure that, unless and until the Offer shall have closed, lapsed or shall have been withdrawn, no other agreement or arrangements (including any undertaking) shall be entered into (other than with the Purchaser) which could result in the disposal of, or the creation or existence of any encumbrance, lien or charge over on, all or any of the Committed Shares or the Committed Options or any interest therein or which might in any way restrict the disposal of the Committed Shares or the Committed Options or any of them and no other offer shall be accepted in respect of the Committed Shares or the Committed Options or any of them; (F) at all times after the date hereof and until the Offer shall have closed, lapsed or been withdrawn, the Vendor shall comply with the requirements of Section 4.5(b) of the Acquisition Agreement applicable to the Board of Directors of the Company and with the requirements of Section 4.8 of the Acquisition Agreement applicable to a Representative of the Company (as defined in the Acquisition Agreement); (G) so far as is consistent with his fiduciary duty as a Director,the Vendor will recommend acceptance of the Offer to the Company's shareholders; and (H) the Vendor will join with the other Directors of the Company in making such statements of responsibility in relation to information relating to the Company and its subsidiaries as may be required under Rule 19.2 of the City Code.

Vendor Obligations. The Vendor hereby irrevocably undertakes, represents and warrants to the Purchaser as follows: (A) he is, or a Connected Person identified in Schedule 1 is, the beneficial owner and the registered holder of the Committed Shares and the Committed Options and the Committed Shares and the Committed Options are free from all encumbrances, liens and charges. Other than the Committed Shares and the Committed Options there are no shares in the Company registered in the Vendor's name (or in the name of any of its Connected Persons) or beneficially owned, or managed and controlled, by the Vendor (or any of its Connected Persons) or in which the Vendor (or any of its Connected Persons) has an interest and neither the Vendor nor any of its Connected Persons has any rights, warrants or options to acquire or subscribe for shares in the Company; (B) unless and until the Offer shall have closed, lapsed or shall have been withdrawn, save as referred to in this Deed or by way of acceptance of the Offer, the Vendor shall not not, and shall procure that its Connected Person Persons shall not not, otherwise than pursuant to the Offer, sell or otherwise dispose of or permit the sale or other disposition of all or any of the Committed Shares or the Committed Options or any interest in any of the Committed Shares or the Committed Options; (C) unless and until the Offer shall have closed, lapsed or shall have been withdrawn, save pursuant to this Deed, neither the Vendor nor any Connected Person of the Vendor has agreed, conditionally or otherwise, to dispose of all or any of the Committed Shares or the Committed Options or any interest therein; (D) the Vendor shall not (and shall procure that its Connected Persons do not), without the prior written consent of the Purchaser, purchase or otherwise acquire any shares in the Company or any interest therein or agree to do so; (E) the Vendor shall procure that, unless and until the Offer shall have closed, lapsed or shall have been withdrawn, no other agreement or arrangements (including any undertaking) shall be entered into (other than with the Purchaser) which could result in the disposal of, or the creation or existence of any encumbrance, lien or charge over on, all or any of the Committed Shares or the Committed Options or any interest therein or which might in any way restrict the disposal of the Committed Shares or the Committed Options or any of them and no other offer shall be accepted in respect of the Committed Shares or the Committed Options or any of them; (F) at all times after the date hereof and until the Offer shall have closed, lapsed or been withdrawn, the Vendor shall comply with the requirements of Section 4.5(b) of the Acquisition Agreement applicable to the Board of Directors of the Company and with the requirements of Section 4.8 of the Acquisition Agreement applicable to a Representative of the Company (as defined in the Acquisition Agreement); (G) so far as is consistent with his fiduciary duty as a Director,, the Vendor will recommend acceptance of the Offer to the Company's shareholders; and (H) the Vendor will join with the other Directors of the Company in making such statements of responsibility in relation to information relating to the Company and its subsidiaries as may be required under Rule 19.2 of the City Code.

Vendor Obligations. The Vendor hereby irrevocably undertakes, represents and warrants to the Purchaser as follows: (A) he is, or a and/or the relevant Connected Person identified in Schedule 1 is, of the Vendor the beneficial owner and the registered holder of the Committed Shares and the Committed Options and the Committed Shares and the Committed Options are free from all encumbrances, liens and charges. Other than the Committed Shares and the Committed Options there are no shares in the Company registered in the Vendor's name (or in the name of any of its Connected Persons) or beneficially owned, or managed and controlled, by the Vendor (or any of its Connected Persons) or in which the Vendor (or any of its Connected Persons) has an interest and neither the Vendor nor any of its Connected Persons has any rights, warrants or options to acquire or subscribe for shares in the Company; (B) unless and until the Offer shall have closed, lapsed or shall have been withdrawn, save as referred to in this Deed or by way of acceptance of the Offer, the Vendor shall not not, and shall procure that its Connected Person connected Persons shall not otherwise than pursuant to the Offer, sell or otherwise dispose of or permit the sale or other disposition of all or any of the Committed Shares or the Committed Options or any interest in any of the Committed Shares or the Committed Options; (C) unless and until the Offer shall have closed, lapsed or shall have been withdrawn, save pursuant to this Deed, neither the Vendor nor any Connected Person of the Vendor has not agreed, conditionally or otherwise, to dispose of all or any of the Committed Shares or the Committed Options or any interest therein; (D) the Vendor shall not (and shall procure that its Connected Persons do not), without the prior written consent of the Purchaser, purchase or otherwise acquire any shares in the Company or any interest therein or agree to do so; (E) the Vendor shall procure that, unless and until the Offer shall have closed, lapsed or shall have been withdrawn, no other agreement or arrangements (including any undertaking) shall be entered into (other than with the Purchaser) which could result in the disposal of, or the creation or existence of any encumbrance, lien or charge over on, all or any of the Committed Shares or the Committed Options or any interest therein or which might in any way restrict the disposal of the Committed Shares or the Committed Options or any of them and no other offer shall be accepted in respect of the Committed Shares or the Committed Options or any of them;; and (F) at all times after the date hereof and until the Offer shall have closed, lapsed or been withdrawn, the Vendor shall comply with the requirements of Section 4.5(b) of the Acquisition Agreement applicable to the Board of Directors of the Company and with the requirements of Section 4.8 of the Acquisition Agreement applicable to a Representative of the Company (as defined in the Acquisition Agreement); (G) so far as is consistent with his fiduciary duty as a Director,the Vendor will recommend acceptance of the Offer to the Company's shareholders; and (H) the Vendor will join with the other Directors of the Company in making such statements of responsibility in relation to information relating to the Company and its subsidiaries as may be required under Rule 19.2 of the City Code.