Common use of PERIOD BEFORE COMPLETION Clause in Contracts

PERIOD BEFORE COMPLETION. 5.1 The Seller shall ensure that so far as within its control, during the period beginning on the signing of this Agreement and ending at Completion, no Group Company and no member of the Seller’s Group so far as it carries on the Business, shall without the prior written consent of the Buyer (such consent not to be unreasonably withheld or delayed): 5.1.1 in any material respect depart from the ordinary course of its day-to-day trading or alter the scope of its operations; 5.1.2 allot, issue, redeem or purchase any shares other than for the purposes of satisfying the Transfer Conditions; 5.1.3 grant, issue or redeem any mortgage, charge, debenture or other security; 5.1.4 employ any person as an employee at an annual salary exceeding €50,000 or terminate or give notice to terminate (other than in circumstances justifying summary dismissal) the employment of any employee with an annual salary in excess of that level; 5.1.5 enter into any material agreement or materially change the terms of any material agreement to which it is a party at the date of this Agreement, or terminate or give notice to terminate any such agreement, except in either case in the ordinary course of trading; 5.1.6 enter into any agreement or transaction with the Seller or any member of the Seller’s Group or pay any management charge or other fee to the Seller or any member of its Group other than any management charges as have been paid in the three month period prior to the date of this Agreement; 5.1.7 pass any resolution of its shareholders other than ordinary business at an annual general meeting; 5.1.8 declare, make or pay any dividend or other distribution; 5.1.9 incur any capital expenditure exceeding €10,000 in any individual case; 5.1.10 incur or assume any indebtedness other than in the ordinary course of trading, and other than any Shareholder Debt; 5.1.11 sell or otherwise dispose of any interest in, or grant any third party rights in respect of, any of its material assets except in the ordinary course of trading; or 5.1.12 agree, conditionally or otherwise, to do any of those activities. 5.2 Not less than two Business Days prior to the Completion Date, the Seller shall give the Buyer written notice of the amount of the Shareholder Debt. 5.3 To the extent not previously delivered, within 5 Business Days of the date of this Agreement, the Buyer shall deliver to the Seller a legal opinion from the Buyer’s US attorneys in form and substance reasonably acceptable to the Seller in relation to the capacity and authority of the Buyer to enter into and perform its obligations under this Agreement and the enforceability of those obligations against the Buyer. 5.4 As soon as reasonably practicable after the date of this Agreement the Buyer and the Seller shall negotiate in good faith to endeavour to agree terms for a service level agreement to be entered into in relation to the relevant services to be provided under part 2 of schedule 1 of the Transitional Services Agreement. 5.5 The Seller shall procure that, to the extent not already entered into prior to the date of this Agreement, the Agency Agreements Documents will be entered into prior to Completion and shall further procure that none of the Agency Agreements Documents are terminated in the period up to Completion.