Common use of PERIOD BEFORE COMPLETION Clause in Contracts

PERIOD BEFORE COMPLETION. 9.1 Between the Signing Date and Completion, the Company will carry on its business in the ordinary course, as carried out on the Signing Date, in all material respects. 9.2 From the Signing Date until Completion, the Company shall not, and, in respect of sub-sections (a), (c) and (d) only, shall procure that each of its Affiliates shall not (unless otherwise approved in writing in advance by Waha): (a) enter into any acquisition, disposal or joint venture of a value of greater than US$250 million; (b) issue any shares or securities which confer on the holder the right to vote on matters at a meeting of the Company’s shareholders, or grant any rights to subscribe for or convert securities into such shares or securities, including pursuant to a transaction that would otherwise be prohibited by sub-section (a) above, other than the issue of shares by the Company pursuant to the exercise of any employee share options, rights to acquire shares or share awards outstanding as set out in Schedule 4; (c) do anything that would be likely to jeopardize the listing of Ordinary Shares on the New York Stock Exchange; (d) fail to comply with all applicable laws and regulations except to the extent a failure to do so would not cause a Material Adverse Effect; (e) make any material change to its constitutional documents or corporate governance rules and guidelines; (f) declare or pay any dividends or other distributions; (g) make any material change to the scope or nature of its business; (h) consolidate, combine, redeem, reclassify or repurchase any shares, securities convertible into shares or carrying a right to subscribe or acquire shares or securities which confer on the holder the right to vote on matters at a meeting of the Company’s shareholders; or (i) publicly announce any intention to do any of the things set out in this Section 9.

PERIOD BEFORE COMPLETION. 9.1 Between 5.1. BUSINESS IN THE ORDINARY COURSE Before Completion the Signing Date Sellers must ensure that ▇▇▇▇ ▇▇▇▇ and Completion, the Company will carry on its business in the ordinary course, as carried out on the Signing Date, in all material respects. 9.2 From the Signing Date until Completion, the Company shall not, and, in respect of sub-sections (a), (c) and (d) only, shall procure that each of its Affiliates shall not (unless otherwise approved in writing in advance by Waha):▇▇▇▇ ▇▇▇▇ Companies: (a) enter into any acquisition, disposal or joint venture of a value of greater than US$250 millioncarry on the Business in the ordinary and normal course; (b) issue any shares or securities which confer on use all reasonable endeavours to preserve the holder the right to vote on matters at a meeting value of the Company’s shareholdersgoodwill, or grant any rights to subscribe for or convert securities into such shares or securitiesassets, including pursuant to a transaction that would otherwise be prohibited by sub-section (a) above, other than financial and trading position of the issue of shares by the Company pursuant to the exercise of any employee share options, rights to acquire shares or share awards outstanding as set out in Schedule 4Business; (c) subject to CLAUSE 5.1(a), do anything that would not enter into any material commitment with respect to the Business without the prior written consent of the Buyer which consent will not be likely to jeopardize the listing of Ordinary Shares on the New York Stock Exchangeunreasonably withheld; (d) fail subject to comply with all applicable laws and regulations CLAUSE 8.2, do not acquire, dispose of, or create a Security Interest over any of their assets other than acquisitions or disposals of stock in trade in the ordinary course of ordinary business except to the extent a failure to do so would not cause a Material Adverse Effectas contemplated by this agreement; (e) make do not distribute or return any material change capital or pay any dividend to its constitutional documents or corporate governance rules and guidelinesmembers except as expressly contemplated by this agreement; (f) declare or do not pay any dividends management fee, or other distributionssimilar amount, unless the Buyer first consents in writing which consent will not be unreasonably withheld; (g) make do not issue any material change to shares, options or securities which are convertible into shares in any of the scope or nature of its businessentities comprising the ▇▇▇▇ ▇▇▇▇ Group; (h) consolidate, combine, redeem, reclassify do not do or repurchase omit to do anything as a result of which any shares, securities convertible into shares or carrying a right to subscribe or acquire shares or securities which confer on the holder the right to vote on matters at a meeting of the Company’s shareholders; orWarranties would not be true if given at any time before Completion; (i) publicly announce except as required by law or in the ordinary course of ordinary business, do not engage any intention to do new employee, change the terms (including remuneration) of any of the things set out Employees, or pay or provide any bonus to any Employee unless the Buyer consents in this Section 9writing which consent will not be unreasonably withheld; (j) do not alter their Memorandum or Articles of Association unless the Buyer first consents in writing which consent will not be unreasonably withheld.

PERIOD BEFORE COMPLETION. 9.1 Between 7.1 The Seller shall procure that from the Signing Date and Completion, date of this Agreement until Completion the Company Business will carry on its business be conducted in the ordinary course, as carried out on the Signing Datecourse and that, in all material respects. 9.2 From the Signing Date until Completionabsence of the prior written consent of the Buyer or as otherwise provided for in this Agreement, the Company shall not, and, in respect Seller will not do or agree to do any of sub-sections (a), (c) and (d) only, shall procure that each of its Affiliates shall not (unless otherwise approved in writing in advance by Waha):the following: (a) enter into entering into, modifying or terminating any acquisition, disposal material contract or joint venture any contract affecting a material part of a value of greater than US$250 millionthe Business; (b) issue disposing of or granting any shares or securities which confer on the holder the right to vote on matters at a meeting option in respect of any material part of the Company’s shareholders, or grant any rights to subscribe for or convert securities into such shares or securities, including pursuant to a transaction that would otherwise be prohibited by sub-section (a) above, other than the issue of shares by the Company pursuant to the exercise of any employee share options, rights to acquire shares or share awards outstanding as set out in Schedule 4Assets; (c) do anything that would be likely to jeopardize the listing acquiring or disposing of Ordinary Shares on the New York Stock Exchangeany Asset having a book value in excess of US$40,000; (d) fail to comply with all applicable laws and regulations except to making any material change in the extent a failure to do so would not cause a Material Adverse Effectnature or organisation of the Business; (e) make any material change discontinuing or ceasing to its constitutional documents operate all or corporate governance rules and guidelinesa part of the Business; (f) declare or pay making any dividends or variation to the terms and conditions of employment of any employee engaged in the Business other distributionsthan salary increases in the usual course and at normal market rates; (g) make appointing, employing any material change person (except where an offer to appoint or employ the person was made prior to the scope date of this Agreement) or nature offering to appoint or employ any person at a rate of remuneration per annum in excess of US$75,000 individually or which together with all other such appointments or offers made between the date of this Agreement and Completion exceeds US$300,000 in aggregate; (h) transferring any employee engaged in the Business to work wholly or mainly in another part of its business; (hi) consolidatedismissing any employee engaged in the Business other than for gross misconduct or, combinedirectly or indirectly, redeem, reclassify inducing or repurchase attempting to induce any shares, securities convertible into shares or carrying a right employee to subscribe or acquire shares or securities which confer on the holder the right to vote on matters at a meeting terminate his employment; (j) creating any Security Interest over any of the CompanyAssets or redeeming or releasing any Security Interest or giving any guarantees or indemnities; (k) effecting any transaction between the Business and a member of the Seller’s shareholdersGroup otherwise than on arm’s length terms; (l) granting, modifying or terminating any rights or entering into any agreement relating to the Intellectual Property or doing or omitting to do anything to jeopardise the validity or enforceability of the Intellectual Property, including the non-payment of any application, search, maintenance or other official fees; (m) instituting or settling any legal proceedings relating to the Business or the Assets (except debt collection in the normal course of business); or (in) publicly announce entering into, modifying or terminating any intention to do agreement, tenancy or licence in respect of or affecting any of the things set out in this Section 9Leasehold Properties.

PERIOD BEFORE COMPLETION. 9.1 Between 6.1 Except as otherwise agreed with the Signing Date Purchaser in writing (such consent not to be unreasonably withheld, conditioned or delayed), between the time of this Agreement and Completion, the Company will carry on its business in the ordinary course, as carried out on the Signing Date, in all material respects. 9.2 From the Signing Date until Completion, the Company shall not, and, in respect of sub-sections (a), (c) and (d) only, shall procure that each of its Affiliates shall not (unless otherwise approved in writing in advance by Waha):: (a) enter each Management Vendor shall individually and severally procure that, to the extent within their respective power and control, the business of the Group is carried on in all material respects in the ordinary course and shall comply with the obligations set out in Schedule 2; and (b) the Institutional Vendors and the Other Vendors shall not, to the extent within their power and control, exercise any voting rights attached to their Shares and any rights pursuant to any shareholders' agreement (or similar agreement) with and/or in respect of any member of the Group (and/or pursuant to any articles of association (or similar constitutional document) of such member of the Group) (including instructing any director nominated for appointment by it (subject to such director's fiduciary duties)) to prevent or frustrate compliance of the obligations under this Clause 6.1. 6.2 Without prejudice to Clause 6.1, the exercise by the Institutional Vendors (or either of them) of any right or power pursuant to the Articles and/or any shareholders’ agreement (or similar agreement) relating to the Company entered into prior to the date of this Agreement and to the extent Fairly Disclosed shall not constitute a breach of the provisions of Clause 6.1. 6.3 Notwithstanding anything to the contrary in Clause 6.1, Schedule 2, or any acquisitionother provision of this Agreement or any other Transaction Document, disposal neither the Vendors nor any Group Company shall be prevented from undertaking, be required to obtain the Purchaser’s consent in relation to, or joint venture incur any liability as a result of a value effecting, any of greater than US$250 millionthe following on or prior to Completion: (a) any matter required or advisable by Law (including the requirements of any Authority or any other Governmental Entity) or written policy of the Group being undertaken by any Group Company to the extent Fairly Disclosed; (b) issue any shares or securities which confer on the holder the right to vote on matters at a meeting of the Company’s shareholders, or grant any rights to subscribe for or convert securities into such shares or securities, including pursuant to a transaction that would otherwise be prohibited by sub-section (a) above, other than the issue of shares by the Company pursuant to the exercise implementation of any employee share options, rights to acquire shares transaction or share awards outstanding as set out in Schedule 4the taking of any action permitted or provided for by any Transaction Document; (c) do anything that would be likely to jeopardize any matter which is in the listing ordinary course of Ordinary Shares on the New York Stock Exchangeany Group Company’s business; (d) fail to comply entering into or amending in the ordinary and usual course of its business any contract or commitment which is terminable by a Group Company in accordance with all applicable laws its terms by written notice of six months or less and regulations except to the extent a failure to do so would which is not cause a Material Adverse EffectContract; (e) make any material change the execution of an obligation existing at the date of this Agreement to its constitutional documents or corporate governance rules and guidelinesthe extent Fairly Disclosed; (f) declare the taking of any action in connection with or pay any dividends or other distributionsrelating to the Permitted Acquisitions (including the execution thereof); (g) make the taking of any material change action in connection with or relating to the scope or nature Group Minority Shareholder Cash-Out (including the execution thereof), including for the avoidance of its businessdoubt the exercise of the Put/Call Option Provisions; (h) consolidate, combine, redeem, reclassify the taking of any action in connection with or repurchase any shares, securities convertible into shares or carrying a right relating to subscribe or acquire shares or securities which confer on the holder the right to vote on matters at a meeting cancellation of the Company’s shareholders; orTreasury Shares; (i) publicly announce any matter reasonably undertaken by any Group Company or a Vendor in an emergency or disaster situation or following any other serious incident or circumstance with the intention (acting reasonably) of minimising any adverse effect of such situation in relation to the Group or any Vendor or any member of any Vendor’s Group; (j) any matter required in connection with the amendment and extension of the Existing Facilities to increase the facility limit, as at the date of this Agreement, by £25,000,000; (k) any matter required by or in accordance with or pursuant to the Existing Facilities, including as such facilities may be amended pursuant to limb (j) above, including the incurrence of further liabilities up to the limit provided under such facility, entering into any agreement, performing any obligation or in connection with any borrowing); (l) any matter reasonably necessary for the integration of a recently acquired Group Company carried out in accordance with the integration processes and procedures of the Group applied in a manner consistent with past practice; (m) the incurrence or making of any payments of Permitted Leakage (or the entry into any agreement to incur or make any payments of Permitted Leakage); (n) any matter undertaken at the written request or with the written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed); (o) any increase in the aggregate of all emoluments of employees of the Group where such increase is made in accordance with the normal practice of the relevant employing Group Company up to an aggregate increase of five (5) per cent. over a 12 month period; (p) any payment being made by any Group Company for or in respect of any Tax in the ordinary and usual course of business in a manner consistent with past practice; and (q) any matter in connection with the Group’s ongoing IT investment and upgrade project (as referred to in the Locked Box Schedule). 6.4 The parties severally undertake (to the extent within their power and control and to the extent not already provided) to each other that between the date of this Agreement and Completion they shall use reasonable endeavours to provide such “know-your-client” information as regards themselves as is reasonably requested by (i) an Institutional Vendor and/or the Management Vendors’ Representative on the one hand or (ii) the Purchaser on the other hand, and which is capable of being satisfied. For the avoidance of doubt, the undertaking in this Clause shall not be interpreted or construed as a condition to Completion. 6.5 Prior to Completion, the Management Vendors shall: (a) (to the extent they are lawfully able and it is within their power and control to do any so) use their reasonable endeavours to procure that the Group Companies shall, subject to Law provide the Purchaser, within ten (10) Business Days of each month-end following the date of this Agreement, with a summary update as to the status of the things set out Permitted Acquisitions (including, if applicable, details of any new targets identified by the Management Vendors following prior good faith consultation with the Purchaser and provided that the acquisition terms in respect of such new targets are (subject to Clause 6.5(c)) consistent with the basis that the Group has identified and acquired members of the Group during the 24 months prior to the date of this Section 9Agreement) (a “Permitted Acquisition Notification”); (b) consult in good faith with the Purchaser in relation to any material variation of the terms of a Permitted Acquisition; and (c) in relation to any Permitted Acquisition which is proposed to be executed in respect of less than the entire issued share capital of the relevant target entity (or entities), seek the Purchaser's prior written consent in respect of any provisions or mechanics relating to the interests not being acquired (including any shareholders' agreement, articles of association and/or put and call arrangements), provided that the obligations of the Management Vendors under this Clause shall not extend to information which cannot be shared with the Purchaser prior to Completion in compliance with the Law. 6.6 Each Management Vendor undertakes to the Purchaser that: (a) it shall and shall procure that the relevant Group Company shall where lawful to do so and where deemed appropriate and in the best interests of such Group Company or Vendor (acting reasonably) consult with the Purchaser on any matter undertaken pursuant to Clause 6.3(i); and (b) it shall notify or shall procure that the Purchaser is notified of any matter undertaken pursuant to clause 6.3(i) in writing within one Business Day of such matter being undertaken. 6.7 The relevant Vendors shall not be liable in respect of a claim, demand, action, proceeding or suit by the Purchaser involving or relating to a breach of Clause 6.1 unless the Purchaser provides written notice to the relevant Vendors of that claim, demand, action, proceeding or suit by no later than the date falling 12 months after the Completion Date.