Common use of FCA Approval Clause in Contracts

FCA Approval. (a) If the UK Financial Conduct Authority (the “FCA”) shall not have given notice under Part XII of the UK Financial Services and Markets ▇▇▇ ▇▇▇▇ (“FSMA”) that it unconditionally approves or has no objection to the Purchaser (or its direct or indirect controlling stockholder) becoming a controller (within the meaning of section 422 of FSMA) of SITEL UK Limited (such notice, “FCA Approval”), the Purchaser may, at its sole election, request by written notice to the Company no earlier than ten (10) Business Days and no later than five (5) Business Days prior to the anticipated Closing Date, that the Company and Onex cause (and the Company and Onex shall, to the extent legally permissible, cause) SITEL Europe Limited (England & Wales) to transfer or distribute, for no consideration, immediately prior to the Closing, 100% of the equity interests of SITEL UK Limited to a Person reasonably designated by Onex that is (x) controlled by Onex, Onex Corporation or any of their respective Affiliates, (y) not the Company or any of its Subsidiaries, and (z) a controller (within the meaning of section 422 of FSMA) of SITEL UK Limited (the entity to which the equity interests of SITEL UK Limited are transferred or distributed, the “Interim Controller,” and the transfer or distribution contemplated by this Section 7.16(a), the “FCA Restructuring”). (b) If the FCA Restructuring shall have been effected: (i) from and after the date of the FCA Restructuring, the Purchaser and the Company shall continue to use, and Onex shall cause the Interim Controller and SITEL UK Limited to use, reasonable best efforts to promptly obtain the FCA Approval; (ii) promptly upon the receipt of the FCA Approval, to the extent permitted by applicable Law, Onex shall cause the Interim Controller to transfer, for no additional consideration, 100% of the equity interests of SITEL UK Limited to the Purchaser or such other Person as the Purchaser may designate (the transfer contemplated by this Section 7.16(b)(ii), whether before or after the Closing Date, the “FCA Return”); and (iii) from the time of the FCA Restructuring until the time of the FCA Return, (A) the Purchaser, the Company and Onex shall, and Onex shall cause the Interim Controller and SITEL UK Limited to, enter into such reasonable arrangements, to the extent permitted by applicable Law, as are reasonably necessary to provide to the Purchaser and the Interim Controller the economic and operational equivalent with respect to SITEL UK Limited as if the FCA Approval had been obtained prior to the Closing and the FCA Restructuring had not been effected and

FCA Approval. (a) If the UK Financial Conduct Authority (the “FCA”) shall not have given notice under Part XII of the UK Financial Services and Markets ▇▇▇ ▇▇▇▇ (“FSMA”) that it unconditionally approves or has no objection to the Purchaser (or its direct or indirect controlling stockholder) becoming a controller (within the meaning of section 422 of FSMA) of SITEL UK Limited (such notice, “FCA Approval”), the Purchaser may, at its sole election, request by written notice to the Company no earlier than ten (10) Business Days and no later than five (5) Business Days prior to the anticipated Closing Date, that the Company and Onex cause (and the Company and Onex shall, to the extent legally permissible, cause) SITEL Europe Limited (England & Wales) to transfer or distribute, for no consideration, immediately prior to the Closing, 100% of the equity interests of SITEL UK Limited to a Person reasonably designated by Onex that is (x) controlled by Onex, Onex Corporation or any of their respective Affiliates, (y) not the Company or any of its Subsidiaries, and (z) a controller (within the meaning of section 422 of FSMA) of SITEL UK Limited (the entity to which the equity interests of SITEL UK Limited are transferred or distributed, the “Interim Controller,” and the transfer or distribution contemplated by this Section 7.16(a), the “FCA Restructuring”). (b) If the FCA Restructuring shall have been effected: : (i) from and after the date of the FCA Restructuring, the Purchaser and the Company shall continue to use, and Onex shall cause the Interim Controller and SITEL UK Limited to use, reasonable best efforts to promptly obtain the FCA Approval; ; (ii) promptly upon the receipt of the FCA Approval, to the extent permitted by applicable Law, Onex shall cause the Interim Controller to transfer, for no additional consideration, 100% of the equity interests of SITEL UK Limited to the Purchaser or such other Person as the Purchaser may designate (the transfer contemplated by this Section 7.16(b)(ii), whether before or after the Closing Date, the “FCA Return”); and and (iii) from the time of the FCA Restructuring until the time of the FCA Return, (A) the Purchaser, the Company and Onex shall, and Onex shall cause the Interim Controller and SITEL UK Limited to, enter into such reasonable arrangements, to the extent permitted by applicable Law, as are reasonably necessary to provide to the Purchaser and the Interim Controller the economic and operational equivalent with respect to SITEL UK Limited as if the FCA Approval had been obtained prior to the Closing and the FCA Restructuring had not been effected andand 56 (B) Onex shall cause SITEL UK Limited to operate in the Ordinary Course of Business; (c) If the Purchaser shall not have elected to effect the FCA Restructuring or the FCA Restructuring shall not be permitted by applicable Law (as a result of there being no controller (within the meaning of section 422 of FSMA) of SITEL UK Limited that is controlled by Onex, Onex Corporation or any of their respective Affiliates and is not the Company or any of its Subsidiaries, or for any other reason), notwithstanding anything to the contrary in this Agreement, including Section 2.01, the Purchaser may, at its sole election, by written notice to the Company, postpone the Closing to the earlier of (A) a date on which the direct or indirect transfer of SITEL UK Limited to the Purchaser may be effected in accordance with applicable Law and the Closing would otherwise be required to occur in accordance with Section 2.01 and (B) the Outside Date. (d) Each party shall bear its own expenses in connection with the obtaining of the FCA Approval. ARTICLE VIII COVENANTS OF THE PURCHASER 8.01