PRE-COMPLETION Sample Clauses

PRE-COMPLETION. REORGANISATION 13.1 Each of Prudential and ▇▇▇▇▇▇▇ shall use reasonable endeavours to effect, or procure that members of their Group effect, the following steps prior to Completion (the “Pre-Completion Reorganisation”): (A) the transfer from PUSH to PCAL of the ▇▇▇▇▇▇▇ Shares, by way of a declaration by the board of directors of PUSH of an interim distribution in specie of certain ▇▇▇▇▇▇▇ Shares with a carrying value approximately equal to PUSH’s current distributable profits, and the sale of the remaining ▇▇▇▇▇▇▇ Shares currently held by PUSH from PUSH to PCAL, the consideration in respect of such sale being left outstanding as an intercompany receivable owing from PCAL to PUSH; (B) the transfer of the ▇▇▇▇▇▇▇ Shares referred to in step (A) above from PUSH to PCAL pursuant to a valid instrument of transfer and the entry of PCAL into ▇▇▇▇▇▇▇’▇ register of stockholders as holder of those ▇▇▇▇▇▇▇ Shares which transfer shall be of ▇▇▇▇▇▇▇ Shares in uncertificated form; (C) to the extent required, the entry by PCAL into a joinder agreement to the Stockholders Agreement dated 17 July 2020 between PUSH and Athene (the “Stockholders Agreement”), in form and substance reasonably acceptable to ▇▇▇▇▇▇▇, in which PCAL agrees to be subject to all covenants and agreements of PUSH under the Stockholders Agreement, and the execution of all other agreements in effect immediately prior to step (A) above which are binding on PUSH in its capacity as stockholder of ▇▇▇▇▇▇▇; (D) the declaration by the board of directors of PCAL of an interim distribution in specie of 800 ▇▇▇▇▇▇▇ Shares to Prudential; (E) the transfer of the ▇▇▇▇▇▇▇ Shares referred to in step (D) above from PCAL to Prudential pursuant to a valid instrument of transfer and the entry of Prudential into ▇▇▇▇▇▇▇’▇ register of stockholders as holder of those ▇▇▇▇▇▇▇ Shares, which transfer shall be of ▇▇▇▇▇▇▇ Shares in uncertificated form; (F) the entry by Prudential into a joinder agreement to the Stockholders Agreement, in form and substance reasonably acceptable to ▇▇▇▇▇▇▇, in which Prudential agrees to be subject to all covenants and agreements of PCAL under the Stockholders Agreement, and the execution of all other agreements in effect immediately prior to step (D) above which are binding on PCAL in its capacity as stockholder of ▇▇▇▇▇▇▇; (G) the obtaining of any relevant corporate authorisations in order to effect the steps completed by the Pre-Completion Reorganisation (including any required board or sharehol...

PRE-COMPLETION. New Debt Financing 6.1 Without prejudice to the Purchaser's obligations to fund the Completion Amount, in the period prior to Completion the Seller shall use reasonable best efforts to, and shall cause its Affiliates and their personnel and representatives (including legal and accounting representatives) to use reasonable best efforts to, procure that, to the extent reasonably necessary or customary, enable the Purchaser to comply with its obligations under this Agreement to satisfy the remaining conditions precedent to closing set out in the New Finance Documents, or the arrangement of any (additional) financing by the Purchaser in relation to the transactions contemplated by this Agreement, including putting in place liquidity support arrangements for the Target Group Companies replacing the 10231132943-v2 - 15 - 55-41021628 IHC (the "New Debt Financing"), by providing the Purchaser and its Representatives, at the Purchaser's cost and expense: (a) reasonable access to the senior management team of the Target Group Companies, with appropriate seniority and expertise, at reasonable times and upon reasonable notice, to assist in preparation for and participate in a reasonable number of management and other meetings (including customary one-on-one meetings with the parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and buyers of, the New Debt Financing), due diligence sessions, drafting sessions, road shows or rating agency presentations in connection with the New Debt Financing or any debt being issued in lieu of all or a portion of the New Debt Financing, as well as access to the properties and the books and records of the Target Group Companies at such times during normal business hours on any Business Day as may be convenient to the Seller; (b) provision of such information regarding the businesses and affairs of the Target Group Companies as is readily available and which the Purchaser may reasonably require in order to comply with its obligations under this Agreement or as may be reasonably necessary or customary in connection with New Finance Documents and the arrangement of any New Debt Financing, including: (i) (1) furnishing the Purchaser and the New Debt Financing Sources as promptly as practicable with (A) the audited combined balance sheets and related statements of income and cash flows of the Business for the year ending 31 December 2021 and if the Completion Date is after 31 March 2023, 31 December 2022 (the ...

PRE-COMPLETION. Each of Us acknowledges and confirms that as at the date of this Agreement we have obtained all necessary authorisations to enter into this Agreement.

PRE-COMPLETION. 8.1 In the period between the Signing Date and Completion, the Sellers shall ensure that: (a) each Group Company carries on the Business in the ordinary course of business; (b) each Group Company takes all reasonable steps to preserve and protect the assets and goodwill (including the existing relationships with customers and suppliers) associated with the Business and its operations; and (c) each Group Company files its tax returns on or before the respective due date and in line with past practice. 8.2 In the period between the Signing Date and Completion, the Sellers shall procure that, except with the written consent of the Purchaser (which shall not be unreasonably withheld or delayed and shall in any event be deemed to be given if no response is received within five (5) Business Days of a written request by the Sellers), no Group Company shall: (a) dispose of or grant, create, allot, issue, redeem or repurchase any share or loan capital or right of pre-emption (voorkeursrecht) or other security or grant any option over or other right to subscribe for any share or loan capital (including shareholder loans or profit participation rights); (b) create any Encumbrance over its shares, revenues, or assets other than Encumbrances over assets arising in the ordinary course of business (such as liens and retention of title); (c) incur any capital expenditure that exceeds an amount of EUR100,000 except for any capital expenditure which is specified in the investment plan attached to this Agreement as Appendix 2 (Investment Plan); (d) borrow any money (other than as permitted under existing financing arrangements that have been disclosed in the Data Room) or grant any third party interest bearing debt (including making any amendments to such debt arrangements); (e) acquire or dispose of any business or other material assets, other than in the ordinary course of business; (f) change its accounting procedures, principles, practices, its articles of association or other constitutional documents or its internal allocation policies in relation to any fiscal unity for tax purposes and, in particular, amend its (tax) accounting policies or enter into any special tax arrangements, compromises, rulings or other arrangements with any tax authority which may materially affect the tax position of any of the Group Companies; (g) enter into, terminate or materially amend any contract, agreement or commitment (i) which has an aggregate contract value in excess of EUR250,000 o...

PRE-COMPLETION. ‌ 8.1 Pending Completion, the Seller shall procure that, subject to Applicable Law and clause 8.2:‌ (a) each Target Group Company shall carry on business in the ordinary course (which shall include applying for the renewal, in the ordinary course, of any registrations, permits, licences, and/or domain name registrations of any member of the Target Group which are due to expire on or before Completion) and in compliance in all material respects with Applicable Law; (b) without prejudice to the generality of subclause 8.1(a), between the date of this agreement and Completion, each Target Group Company shall manage its working capital in the ordinary course of business consistent with the Target Group’s standard practices in the 12-month period prior to the date of this agreement; and (c) no Target Group Company shall, or in the case of subclause 8.1(c)(xx)(2) below, no Target Group Company or member of the Seller’s Group (including, for the avoidance of doubt, the Seller) shall: (i) incur any capital expenditure exceeding GBP250,000 in aggregate, with the exception of (1) expenditure in the ordinary and usual course of its business or (2) expenditure within its applicable business plan of the then current financial year that may be in excess of this amount; or (ii) dispose of or grant any Encumbrance in respect of any material part of its assets or any Intellectual Property Rights owned by a Target Group Company (other than under the TM Assignment), except in the ordinary course of its business; or (iii) acquire or dispose of any share, shares or other interest in any company or partnership or assume or incur any liability, obligation or expense, other than in the ordinary and usual course of its business; or‌ (iv) amend the terms of its borrowing or indebtedness in the nature of borrowing or any guarantee or performance bond given for its benefit or borrow any money or give any guarantee or performance bond; or (v) make any loans exceeding, in aggregate, GBP25,000, except loans to another wholly- owned Target Group Company; or (vi) declare, make or pay any dividend or other distribution; or (vii) make any material change in the terms and conditions of employment of any Senior Employee or dismiss any Senior Employee other than for cause; or (viii) grant any awards or options under a Share Plan to current or former or prospective employees, directors, officers or consultants of the Target Group (or otherwise permit any awards or options to be granted under any ...

PRE-COMPLETION. Boral and USG acknowledge and agree that if prior to Completion: (a) a Boral Group Member becomes aware of any facts, matters or circumstances which give or are reasonably likely to give rise to a breach of a Boral Warranty, a Boral Tax Warranty or a ▇▇▇▇▇ ▇▇ Warranty; or (b) a USG Group Member becomes aware of any facts, matters or circumstances which give or are reasonably likely to give rise to a breach of a USG Warranty, a USG Tax Warranty or a USG JV Warranty; then Boral or USG (as relevant) will promptly notify the other of such fact, matter or circumstance, provided that, for the avoidance of doubt, such notice will in no way constitute disclosure for the purpose of clause 7.1 of this Agreement or otherwise limit or exclude any Claim.

PRE-COMPLETION. The provisions of Schedule 5 shall apply.

PRE-COMPLETION. REORGANISATION 7.1 Each Seller shall comply with the provisions of Schedule 4 that apply to it. 7.2 Within six weeks after the date of this Agreement, ▇▇▇▇▇▇▇ shall deliver to Whirlpool a substantially complete draft of the Ardutch Carve-Out Steps Plan and the Sellers shall co-operate in good faith to agree the terms of the Ardutch Carve-Out Steps Plan as soon as reasonably practicable thereafter and in accordance with the Ardutch Carve-Out Principles, the Ardutch Agreed Perimeter and the Ardutch Carve-Out Steps Overview. Ardutch shall take into account any reasonable comments of Whirlpool which are provided in a timely manner in relation to the draft Ardutch Carve-Out Steps Plan (and any subsequent version thereof) and promptly provide Whirlpool with any further drafts of the Ardutch Carve-Out Steps Plan prepared by or on behalf of the Ardutch Group. 7.3 Within six weeks after the date of this Agreement, Whirlpool shall deliver to Ardutch a substantially complete draft of the Whirlpool Carve-Out Steps Plan and the Sellers shall co-operate in good faith to agree the terms of the Whirlpool Carve-Out Steps Plan as soon as reasonably practicable thereafter and in accordance with the Whirlpool Carve-Out Principles, the Whirlpool Agreed Perimeter and the Whirlpool Carve-Out Steps Overview. Whirlpool shall take into account any reasonable comments of Ardutch which are provided in a timely manner in relation to the draft Whirlpool Carve-Out Steps Plan (and any subsequent version thereof) and promptly provide Whirlpool with all subsequent drafts of the Ardutch Carve-Out Steps Plan prepared by or on behalf of the Whirlpool Group. 7.4 Subject to Clause 7.10 below, Ardutch shall: (a) implement (or procure the implementation of) the corporate reorganisation required in order to achieve the corporate structure of the Ardutch Europe Group by implementing the Ardutch Carve-Out Steps, subject to any changes to the Ardutch Carve-Out Steps: (i) to which Whirlpool has given its prior written consent (not to be unreasonably withheld, conditioned or delayed); (ii) that are immaterial and do not adversely affect the Buyer, Whirlpool or any member of the Ardutch Europe Group; or (iii) that only relate to and only affect members of the Ardutch Group (other than the Ardutch Europe Group) (the “Ardutch Carve-Out”); (b) ensure that completion of the Ardutch Carve-Out occurs before the Longstop Date (subject to Whirlpool having complied with its obligations pursuant to Clause 7.2 to ...

PRE-COMPLETION. 5.1 The Seller shall, from the date of this agreement until the Effective Time: (a) procure that each Group Company will conduct its business in the ordinary course of business and that, in the absence of the prior written consent of the Purchaser (such consent not to be unreasonably delayed or withheld), no Group Company will knowingly do or agree to: (i) enter into, modify any material term of or terminate (other than expiration or termination by a counterparty ) any Material Contract or any other contract involving revenue or expenditure in excess of US$[***]; (ii) dispose of or grant any option in respect of any material part of its assets other than stock in the ordinary course of business; (iii) acquire or dispose of any fixed asset having a book value in excess of US$[***]; (iv) make any capital commitment in excess of US$[***] individually or which together with all other such capital commitments entered into during such period exceeds US$[***] in aggregate; (v) make any material change in the nature of its business; (vi) discontinue or cease to operate all or a material part of its business (except to the extent required to do so by law); (vii) make any material variation to the terms and conditions of employment of any employee earning US$[***] per annum or more (other than annual salary increases and benefits in the usual course and or which together with all other variations made between the date of this agreement and Completion would increase the total annual salary or benefits costs of the Group Companies taken as a whole by [***]% or more; (viii) appoint, employ or offer to appoint or employ any person at a rate of remuneration per annum in excess of US$[***] individually or which together with all other appointments, employments or offers made between the date of this agreement and Completion would increase total annual salary or benefits costs of the Group Companies taken as a whole by [***]% or more; (ix) other than for cause, dismiss any employee earning US$[***] per annum or ​ more or, directly or indirectly, induce any such employee to terminate his employment; (x) borrow money or incur any indebtedness in the nature of borrowing (in each case from or in respect of a person which is not a Group Company and/or a member of the Purchaser Group) otherwise than in the ordinary and usual course of business; (xi) grant any loan, advance or capital contribution to any other person other than a loan to any employee in an amount not exceeding US...