PERIOD BEFORE COMPLETION. 6.1 The TP Shareholders shall ensure that during the period beginning on the signing of this Agreement and ending at Completion, except as otherwise expressly authorised or disclosed in this Agreement or expressly approved by ▇▇▇▇▇▇▇▇▇▇.▇▇▇, which approval may not be unreasonably withheld or delayed, or necessary for the TP Shareholders to comply with their obligations hereunder, no member of the Group shall: 6.1.1 depart from the ordinary course of its day-to-day trading or alter the scope of its operations; 6.1.2 allot, issue, redeem or purchase any shares, except to the extent necessary under the Options; 6.1.3 grant, issue or redeem any mortgage, pledge, debenture or other security or give any specific guarantee or specific indemnity for amounts (in aggregate) in excess of €50,000, except for security or guarantee given in the ordinary course of day-to-day operation and business; 6.1.4 make or announce any change in any of the terms and conditions, including notice period (préavis), severance payment (indemnité de licenciement), (including by way of a reduction in contributions) to any pension scheme or retirement, death or disability benefit applicable to any of its current or former directors or employees (or any dependants of any such person) or grant or create any additional such benefits or changes; 6.1.5 permit any of its material insurance policies to lapse or do anything which would reduce the amount or scope of cover or make any of its material insurance policies void or voidable; 6.1.6 enter into any agreement or transaction with any TP Shareholder or any person connected with any TP Shareholder or pay any management charge or other fee to any TP Shareholder or any person connected with or advising any TP Shareholder unless expressly authorised or specifically disclosed; 6.1.7 declare, make or pay any dividend or other distribution to its shareholders; 6.1.8 commit to any additional capital expenditure exceeding EUR 100,000 in aggregate; 6.1.9 incur any additional financial indebtedness; 6.1.10 sell or otherwise dispose of any interest in, or grant any third party rights (including any lease or option or right of pre-emption) in respect of, any of its fixed assets except in the ordinary course of trading. 6.2 Not later than 5 Business Days before the Completion Date, the Agent shall provide ▇▇▇▇▇▇▇▇▇▇.▇▇▇ a certificate setting out : 6.2.1 the name and address of each TP Shareholder, 6.2.2 the number of Exchange Shares held by each of them, 6.2.3 the number of Consideration Shares to be allotted to each TP Shareholder in accordance with this Agreement (for the avoidance of doubt, rounded down to the nearest entire number), 6.2.4 details of any relevant CREST account held by any TP Shareholders at CRESTCO to the extent that any of the Consideration Shares to be allotted to him are to be held in dematerialised form, and 6.2.5 the number of Consideration Shares to be held in escrow in accordance with the Escrow Agreement in respect of each TP Shareholder, together with evidence in a form satisfactory to ▇▇▇▇▇▇▇▇▇▇.▇▇▇ that the Exchange Shares have been duly issued by the Company and are fully paid up. 6.3 As between each of the TP Shareholders and ▇▇▇▇▇▇▇▇▇▇.▇▇▇, the certificate provided by the Agent pursuant to clause 6.2, shall be conclusive, final and binding (save for manifest error). The allotment of the Consideration Shares among the TP Shareholders by ▇▇▇▇▇▇▇▇▇▇.▇▇▇ in accordance with the certificate provided by the Agent pursuant to this sub-clause 6.2 shall constitute a valid discharge of ▇▇▇▇▇▇▇▇▇▇.▇▇▇’s obligations in respect of the allotment of the Consideration Shares.
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PERIOD BEFORE COMPLETION. 6.1 8.1 The TP Shareholders Founder Vendor and Management Vendors jointly and severally inter se (and the ECI Vendors (so far as they are reasonably able but not otherwise) and the Ordinary Share Vendors (so far as they are able but not otherwise), shall ensure that during the period beginning on the signing of this Agreement and ending at Completion, except as otherwise expressly authorised or disclosed in this Agreement or expressly approved by ▇▇▇▇▇▇▇▇▇▇.▇▇▇, which approval may not be unreasonably withheld or delayed, or necessary for the TP Shareholders to comply with their obligations hereunder, no member of the Group shall:
6.1.1 8.1.1 depart from the ordinary course of its day-to-day trading or materially alter the scope of its operations;
6.1.2 8.1.2 allot, issue, redeem redeem, purchase or purchase grant any shares, except to the extent necessary under the Optionsright over any shares in their share capital;
6.1.3 8.1.3 grant, issue or redeem any mortgage, pledgecharge, debenture or other security or give any specific guarantee or specific indemnity for amounts (in aggregate) in excess of €50,000, except for security or guarantee given in the ordinary course of day-to-day operation and businessindemnity;
6.1.4 8.1.4 make or announce any change in any of the terms and conditions, including notice period (préavis), severance payment (indemnité de licenciement), (including by way of a reduction in contributions) to any pension scheme or retirement, death or disability benefit applicable to any of its current or former directors or employees (or any dependants of any such person) or grant or create any additional such benefits or changesother than the Management Bonuses;
6.1.5 8.1.5 permit any of its material insurance policies to lapse or knowingly do anything which would reduce the amount or scope of cover or make any of its material insurance policies void or voidable;
6.1.6 8.1.6 enter into any agreement or change the terms of any agreement to which it is a party at the date of this Agreement except in either case in the ordinary course of trading, or terminate or give notice to terminate any such agreement except in either case in the ordinary course of trading;
8.1.7 enter into any agreement or transaction with any TP Shareholder Vendor or any person connected with any TP Shareholder Vendor or pay any management charge or other fee to any TP Shareholder Vendor or any person connected with or advising any TP Shareholder unless expressly authorised or specifically disclosedVendor;
6.1.7 8.1.8 pass any resolution of its shareholders;
8.1.9 (subject to clause 8.2 below) declare, make or pay any dividend or other distribution to its shareholdersdistribution;
6.1.8 commit to 8.1.10 incur any additional capital expenditure exceeding EUR 100,000 £25,000 in aggregate;
6.1.9 8.1.11 (other than in the ordinary course of trading) incur or assume any additional financial indebtednessindebtedness in excess of £25,000 or make any payments out of or drawings on its bank account(s);
6.1.10 8.1.12 sell or otherwise dispose of any interest in, or grant any third party rights (including any lease or option or right of pre-emption) in respect of, any of its fixed assets except in the ordinary course of trading.;
6.2 Not later than 5 Business Days before 8.1.13 knowingly do anything outside the Completion Date, ordinary course of business which would cause the Agent shall provide ▇▇▇▇▇▇▇▇▇▇.▇▇▇ a certificate setting out :
6.2.1 the name and address of each TP Shareholder,
6.2.2 the number of Exchange Shares held by each of them,
6.2.3 the number of Consideration Shares ECI Guarantees to be allotted to each TP Shareholder in accordance with this Agreement (for called by the avoidance of doubt, rounded down to the nearest entire number),
6.2.4 details of any relevant CREST account held by any TP Shareholders at CRESTCO to the extent that any Governor and Company of the Consideration Shares to be allotted to him are to be held in dematerialised form, and
6.2.5 the number Bank of Consideration Shares to be held in escrow in accordance with the Escrow Agreement in respect of each TP Shareholder, together with evidence in a form satisfactory to ▇▇▇▇▇▇▇▇▇▇Scotland.▇▇▇ that the Exchange Shares have been duly issued by the Company and are fully paid up.
6.3 As between each of the TP Shareholders and ▇▇▇▇▇▇▇▇▇▇.▇▇▇, the certificate provided by the Agent pursuant to clause 6.2, shall be conclusive, final and binding (save for manifest error). The allotment of the Consideration Shares among the TP Shareholders by ▇▇▇▇▇▇▇▇▇▇.▇▇▇ in accordance with the certificate provided by the Agent pursuant to this sub-clause 6.2 shall constitute a valid discharge of ▇▇▇▇▇▇▇▇▇▇.▇▇▇’s obligations in respect of the allotment of the Consideration Shares.
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