PRE-COMPLETION MATTERS Clause Samples

PRE-COMPLETION MATTERS. 5.1 Conduct of the business between the date of the Agreement and the Completion Date 5.1.1 As from the date of this Agreement until the Completion Date, the Majority Seller undertakes to ensure that the Orthopaedic Business of the Warranted Companies will be conducted in the ordinary course of business consistent with past practices and that, except (i) as contemplated elsewhere in this Agreement including in particular Schedule 4.1(a) or (ii) as necessary to implement the transactions contemplated herein or (iii) if prior consented to in writing by the Purchaser (such consent not to be unreasonably withheld): (a) no Warranted Company (i) amends its articles of association or (ii) undertakes any merger, spin-off, contribution or other form of reorganization, unless, in both cases under (i) and (ii), for the purposes of the Dental Carve Out and subject to the transfer by Biotech Ortho to TriMed Biotech SAS of shares representing 60% of the share capital of TriMed Hellas to occur prior to the Completion Date; (b) no Warranted Company acquires securities issued by an entity, enters into any joint-venture, partnership, or other similar arrangement, or merge with another entity; (c) no Warranted Company shall alter its share capital or declare, make or pay any dividend (whether interim or final) or other distribution of profit or reserves in respect of their share capital (in cash or otherwise), or repay, reduce, purchase or redeem any shares in its share capital; (d) no Warranted Company issues, sells, delivers any shares in its share capital or any options, warrants or other rights to purchase or subscribe to any such shares or any shares convertible into, exchangeable for, or otherwise giving access to such shares; (e) no Warranted Company (i) incurs any financial or trade indebtedness other than in the ordinary course of business or (ii) increases existing loans, facilities or overdrafts; (f) no Warranted Company acquires or disposes of any asset of a value greater than EUR 50,000 other than in the ordinary course of business or pursuant to any commitment taken in writing by the Warranted Companies prior to the date hereof; (g) no Warranted Company enters into any (i) new expenses for an individual gross amount of more than EUR 50,000, (ii) new contract, whether written or oral, for an individual gross amount of more than EUR 50,000, or (iii) new contract containing obligations that give rise to penalties in the event of non-performance or which do not con...

PRE-COMPLETION MATTERS. 5.1 Each of the Vendor and the Purchaser shall fully cooperate with the other Party for the purpose of providing such information and assistance as shall be reasonably required by the other Party for implementing and completing the transactions contemplated under this Agreement. 5.2 Each of the Vendor and the Purchaser agrees to take all necessary actions that the business of the Company will continue to be operated in the ordinary course of day-to-day operations consistent with past practice and it will not do or omit to do any act or thing not in the ordinary course of day-to-day operations and the Vendor shall provide full assistance and co-operation in connection therewith. 5.3 On a date no later than five (5) Business Days prior to the Completion Date, the Vendor shall make available the Completion Deliverables for inspection by the at the office of the solicitors. Upon inspection of the Completion Deliverables to the satisfaction of the Purchaser, the Completion Deliverables should be held in escrow by the Purchaser

PRE-COMPLETION MATTERS. 5.1 Subject to clause 5.4, each Seller undertakes with the Purchaser that after signing of this agreement and prior to Completion they will procure that none of the following matters shall be effected (or agree to be effected) without the prior consent in writing of the Purchaser: 5.1.1 permitting any of the insurance policies under which any Group Company is a beneficiary to lapse or doing or omitting to do anything the doing or omission of which that Seller knows is likely to make any such insurance policy void or voidable; 5.1.2 making or agreeing to make any increase in the remuneration or benefits of any Senior Employee, or, except in the case of summary dismissal, dismissing any Senior Employee; 5.1.3 carry on the business of the Group (and, in particular, the management of the Group’s levels of working capital) in a manner other than in the ordinary course or do or omit to do anything outside the ordinary course of business which such Seller knows will lead to a material decrease in the level of Working Capital of the Group; 5.1.4 the entry into by any Group Company of any transaction which is outside the ordinary course of business of that Group Company; 5.1.5 the passing of any resolution by the Company or by any class of members of the Company either in a meeting or by a resolution in writing; 5.1.6 the approving, declaring or paying of any dividend or other distribution (whether in cash, stock or in kind) to members of the Company or any members of any Subsidiary; 5.1.7 the admission of any person (other than a party to this agreement) whether by subscription or transfer or transmission as a member of the Company or any Subsidiary; 5.1.8 the sale or disposal of any part of the undertaking or the assets of the Company or any Subsidiary other than in the ordinary course of business or the acquisition of any assets other than trading stock from any company which is a member of the Guarantor’s Group; 5.1.9 except in relation to the giving of any guarantee or surety by one Group Company in respect of the obligations of another Group Company, the giving by the Company or any Subsidiary of any guarantee or surety; 5.1.10 the making of capital commitments or expenditure by the Company or any Subsidiary in excess of £50,000 in aggregate; 5.1.11 the acquisition by the Company or any Subsidiary of any shares of any other company or the participation by the Company or any Subsidiary in any partnership or joint venture; 5.1.12 the borrowing of any money in e...

PRE-COMPLETION MATTERS. 5.1 Sellers’ and Warrantors’ pre-Completion conduct (a) comply with Schedule 4; (b) ensure that each Target Group Company complies with Schedule 4; (c) use reasonable endeavours to procure that all holders of shares in the Target Company, who are not party to this Agreement, shall become party to this Agreement (in the same capacity as the Sellers) by signing a Deed of Adherence; (d) shall procure that each person who becomes a holder of shares in the Target Company, by virtue of the exercise of options, warrants, convertible loans or otherwise, shall become party to this Agreement (in the same capacity as the Sellers) by signing a Deed of Adherence; (e) shall procure that each Deed of Adherence which is entered into by any party is delivered to the Buyer; (f) shall notify the Buyer in writing of the exercise by any Optionholder of their options to purchase Shares in the Company and indicate whether such Optionholder has paid the exercise price for such Shares or has elected for such exercise price to be deducted from the cash portion of the Purchase Price due to such Optionholder pursuant to this Agreement. 5.2 Sellers to notify failure to comply with pre-Completion conduct obligations

PRE-COMPLETION MATTERS. 5.1 During the period commencing on the date hereof until Completion, each of the Sellers (it being understood that any members of the Company’s Board of Directors that are appointed by any Seller shall be excluded from this covenant and shall be permitted to vote in accordance with their fiduciary duties to the Company) severally and not jointly agrees that it will not vote its shares or instruct the Company to cause any of the following matters to occur or be undertaken except with the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed): 5.1.1 the modification of any of the rights attached to any shares in the Company or Subsidiary Companies or the creation or issue of any shares or the grant or agreement to grant any option over any shares or uncalled capital of the Company or Subsidiary Companies; 5.1.2 the admission of any person (howsoever occurring) as a member of the Company or Subsidiary Companies or the transfer or approval of the transfer of any Shares other than as contemplated herein or any shares in the Subsidiary Companies; 5.1.3 the declaration, payment or other making by the Company or Subsidiary Companies of any dividend, except for the distribution from Inter-Ocean Reinsurance (Ireland) Limited to Inter-Ocean Reinsurance Company Ltd. (95%) AGREEMENT Page 15 and the Company (5%) which the parties hereto acknowledge and agree has heretofore been approved by the Irish Regulator. 5.1.4 the passing of any resolution by the members of the Company or Subsidiary Companies, except as may be required in connection with this Agreement or the transactions contemplated hereby; 5.1.5 the acquisition by the Company or Subsidiary Companies of any other company (other than in the ordinary course of investment activities) or the participation by the Company or Subsidiary Companies in any partnership or joint venture; 5.1.6 the reduction of the share capital of the Company or any one of the Subsidiary Companies, the redemption or purchase of any of the Shares or any other reorganization of the share capital of the Company or Subsidiary Companies; 5.1.7 the borrowing of any money or the acceptance of any financial facility by the Company or Subsidiary Companies (other than under existing overdraft or borrowing facilities); or 5.1.8 the creation of any Encumbrance over the Company’s or Subsidiary Companies’ assets or the giving of any guarantee or undertaking by the Company or Subsidiary Companies in respect of a ...

PRE-COMPLETION MATTERS. 1 The Post-Completion Group has sufficient Net Working Capital to conduct its Business in the ordinary course in accordance with its current budgets and business plans.

PRE-COMPLETION MATTERS. 5.1 Pending Completion, the Seller shall use reasonable endeavours to procure (to the extent that it is legally able to do so) that: 5.1.1 each Group Company complies with schedule 3; 5.1.2 each Group Company otherwise, carries on its business in all material respects in the ordinary course; and 5.1.3 no Default or Event of Default occurs; 5.2 Immediately following the date of this Agreement the Seller shall procure that: 5.2.1 Acision FZ LLC sends the Syria Sanctions Contract Termination Letter to MTN Syria; and 5.2.2 any and all other actions are taken as may be required to terminate immediately the Syria Sanctions Contract and any arrangements ancillary thereto. 5.3 Following the date of this Agreement the Seller shall, and shall procure that each Group Company shall, provide the Purchaser with all reasonable assistance as may be required in order to secure any approval, permit, exemption, "no action letter", license and/or any other document as may be required from the Israeli Ministry of Finance or from any other Israeli government body (as applicable) (together the "Israeli Authorities") so as to permit the Purchaser to keep the Lebanon Sanctions Contract in full force and effect, without the imposition of any sanctions or export controls laws, regulations or rules of the state of Israel that prohibit and/or restrict the Purchaser or any of its affiliates or its or their respective directors or employees in relation to or in connection with the Lebanon Sanctions Contract, including due to the fact that the Lebanese Client is residing in a country which is considered by the Israeli Authorities as a sanctioned country, due to the fact that the Lebanese Client is considered as an entity or individual with whom the Israeli Table of Contents Authorities prohibit to trade, whether in general or due to the nature of goods and/or services being traded. Such assistance shall include, subject to applicable law and reasonable confidentiality considerations, promptly providing all information in its possession that is reasonably necessary or desirable for the preparation of any filings or submissions to, or responses to requests for information from, the Israeli Authorities, including, but not limited to, the identity of any of the shareholders, directors, managers and employees of the Lebanese Client, the revenues obtained from such Lebanese Client since the initial engagement with such Lebanese Client, and, to its best knowledge, the purpose of use that the Le...

PRE-COMPLETION MATTERS. The Trust shall procure that the Trust's Works Adviser, within three Working Days of any inspection made pursuant to Clause 17.6, notifies the Project Co and the Independent Certifier of any outstanding matters which, in the Trust's Works Adviser's reasonable opinion, require to be attended to before the relevant Works can be considered to be completed in accordance with the Design Documents.

PRE-COMPLETION MATTERS. 5.1 As from the date of this Agreement until the Completion Date, each of the Sellers will, to the extent of its power as shareholder or director or employee of a Group Company, ensure that except as contemplated elsewhere in this Agreement or necessary or advisable to implement the transactions contemplated herein or if prior consented to in writing by the Purchaser (such agreement not to be unreasonably withheld): (a) no Group Company amends its articles of association; (b) save for the publication formalities relating to the incorporation of 62,400 Free Shares into the share capital of the Company, the Company does not alter its share capital or declare, set aside, make or pay any dividend (whether interim or final) or other distribution of profit or reserves in respect of their share capital (in cash or otherwise), or purchase or redeem any shares in its share capital; (c) save for the publication formalities relating to the incorporation of 62,400 Free Shares into the share capital of the Company, no Group Company issues or sells any shares in its share capital or any options, warrants or other rights to purchase or subscribe to any such shares or any shares convertible into, exchangeable for, or otherwise giving access to such shares; (d) no Group Company incurs any trade indebtedness other than in the ordinary course of business, including, but not limited to, cash on delivery payments and trade debt as a result of inventory building for Christmas season, pursuant to past practices and budgeted growth; (e) no Group Company incurs any financial indebtedness other than as a result of any interest hedging agreements entered into (in consultation with the Purchaser) in order to hedge the Group Companies from interest rates fluctuations under the Credit Facilities Agreement or any draw downs in the ordinary course of business under the existing credit facilities available to any of the Group Companies (including the Credit Facilities Agreement) as set forth on Schedule E and/or Schedule 3.4.2; (f) no Group Company modifies or amends the Credit Facilities Agreement or the LV Capital Loan; (g) no Group Company acquires or disposes of any asset other than on an arms length basis in the ordinary course of business and, for any asset of a value greater than 250,000 euros, within the limits set forth in Schedule 5.1(g), it being specified that with respect to site transfers relating to shops only the net amount corresponding to the difference between the acqui...