Common use of New Issues Clause in Contracts

New Issues. Pre-Emptive Right 7.1 If the Company or a Group Company proposes to issue any Securities to the Apax Investor or any of its Affiliates for cash (for the purpose of this clause 7, a “Subscriber”) other than pursuant to a Permitted Issue (such issue, a “New Issue”) then no Securities shall be issued unless: (a) the Company has first, or has procured that the relevant Group Company has first, offered to each Co-Investor the right (the “Pre-Emptive Right”) to subscribe for and purchase its Pro Rata Percentage of each type and class of Security comprising such New Issue, provided that if the New Issue comprises more than one type or class of Securities, each Co-Investor shall only be entitled to participate in such New Issue pursuant to this clause 7.1 if such Co-Investor subscribes for its Pro Rata Percentage of each type and class of Security (in each case, a Co-Investor’s “New Issue Proportion”); and (b) the Pre-Emptive Right is exercisable by each such Co-Investor at the same price and upon the same terms and conditions as the Securities issued in such New Issue to the Subscribers. 7.2 The Company shall procure that a written notice of the proposed New Issue is given to each Co-Investor, setting out: (a) the aggregate number and nominal value of each type/class of Securities comprising the New Issue (“Offer Securities”); (b) the issue price per Security; (c) the proposed closing date, place and time of the New Issue; (d) that Co-Investor’s New Issue Proportion; and (e) any other material terms and conditions upon which the Securities shall be issued, (the “Pre-Emptive Notice”). 7.3 A Co-Investor that wishes to exercise its Pre-Emptive Right must give notice to the Company in writing, within twenty (20) Business Days after the date that such Pre-Emptive Notice is deemed given pursuant to clause 21 (the “Subscription Period”), indicating the number of each class/type of Securities comprising the New Issue for which the Co-Investor wishes to subscribe (the “Pre-Emptive Reply”). The failure of a Co-Investor to deliver a Pre-Emptive Reply within the Subscription Period shall be deemed to be a waiver of its rights under this clause 7. 7.4 Each Co-Investor who elects to acquire its entire New Issue Proportion shall be entitled to include a statement in the Pre-Emptive Reply that it wishes also to acquire Securities which other Co-Investors decline, or are deemed to decline, to acquire in connection with their respective Pre-Emptive Right (the “Declined Securities”) as part of the New Issue, and if a Co-Investor (an “Electing Co-Investor”) makes such statement it shall also state the number of additional Securities of each type/class that it wishes to acquire (an “Oversubscription Statement”). The New Issue shall be completed by issuing the relevant Securities to the Subscribers, each Co-Investor that delivered a Pre-Emptive Reply and each Electing Co-Investor (in each case, subject to receipt of the aggregate subscription price from such Co-Investor) on the proposed closing date that was set out in the Pre-emptive Notice or such other date that is determined by the Board. 7.5 If there are any Declined Securities, the Company shall procure that they shall be allocated to the Electing Co-Investors on the basis of their respective Oversubscription Statement, or, if the amount of Declined Securities is insufficient for all the Electing Co-Investors to be allocated all of the additional Securities indicated in their respective Oversubscription Statements, the Company shall procure that the Declined Securities shall be allocated between the Electing Co-Investors in their Electing Co-Investor Proportions, provided that no Electing Co-Investor shall be allocated a greater number of any type/class of Declined Securities than indicated in its Oversubscription Statement. 7.6 The parties intend that this clause 7 shall govern any future issue of Securities to the Apax Investor and/or any of its Affiliates and, without prejudice to the Pre-Emptive Right, to the maximum extent permitted by applicable law, each Co-Investor hereby waives, and undertakes to waive, any and all pre-emptive and preferential subscription rights, including for the avoidance of doubt any rights otherwise provided by or implied by any applicable law or the constitutional documents of any relevant Group Company, in connection with any issuance of any Securities (whether to the Apax Investor and/or any of its Affiliates or otherwise), provided that such issuance is made in accordance with the terms of this clause 7. 7.7 If the Apax Investor or the Board determines, acting reasonably and in good faith, that it is in the best interests of the Company or a Group Company that a New Issue otherwise subject to this clause 7 be conducted on an accelerated basis due to cash or liquidity requirements (including a prospective breach of a liquidity or other financial covenant) or other emergency funding situation of a Group Company (an “Emergency Offering”), then such New Issue may be completed otherwise than in compliance with the procedures set out in clauses 7.1 to 7.6; provided that the Company shall procure that the subscribers of the Securities offered pursuant to the Emergency Offering shall be required promptly, and in any event for a period of not less than thirty Business Days immediately following the date of completion of such Emergency Offering, to offer to sell to each Co-Investor such portion of the New Issue as such Co-Investor would have been entitled to subscribe for had such New Issue been effected through an offering subject to the Pre-Emptive Rights set out above in clauses 7.1 to 7.6, at the price and other terms thereof. 7.8 Each party agrees that, if the Apax Investor or the Board proposes an Emergency Offering, it shall: (a) consent to any board or shareholder meeting of a Group Company being held on short notice to implement it; (b) vote in favour of all resolutions as a Securityholder and as a director (if applicable) of the relevant Group Company, which are proposed by the Board or the Apax Investor to implement the Emergency Offering (including the disapplication of any pre-emption rights); and (c) consent to the taking of any step by a Group Company which is necessary, as determined by the Board (acting reasonably), to effect any legal formalities in connection with the Emergency Offering, and waive any dissenter’s rights, appraisal rights or similar rights.

New Issues. Pre-Emptive Right‌ 7.1 If No Securities shall be allotted or issued following the Company or a Group Company proposes to issue any Securities to the Apax Investor or any of its Affiliates for cash (for the purpose of this clause 7Effective Time, a “Subscriber”) other than with Permira Investor Consent or pursuant to a Permitted Permira Investor Direction. 7.2 Subject to Clause 7.3 and Clause 7.4, on any issue of Securities following the Effective Time other than an Excluded Issue (such issue, a “New Issue”) then no Securities shall be issued unless:Issue):‌ (a) the Company has firsteach Security Holder is entitled, or has procured that the relevant Group Company has firstbut not obliged, offered to each Co-Investor the right (the “Pre-Emptive Right”) to subscribe for and purchase its up to such Security Holder’s Pro Rata Percentage of each type and class of Security comprising such New Issue, provided that if the New Issue comprises more than one type or class of Securities, each Co-Investor shall only be entitled to participate in such New Issue pursuant to this clause 7.1 if such Co-Investor subscribes for its Pro Rata Percentage of each type and class of Security (in each case, a Co-Investor’s “New Issue Proportion”); and (b) the Pre-Emptive Right is exercisable by each such Co-Investor at the same price and upon the same terms and conditions as the Securities issued in such New Issue to the Subscribers. 7.2 The Company shall procure that a written notice of the proposed New Issue is given to each Co-Investor, setting out: (a) the aggregate number and nominal value of each type/class Portion of Securities comprising the New Issue (“Offer the New Securities”);; and‌ (b) prior to the issue completion of such New Issue, the issuer(s) of Securities in the proposed New Issue shall notify each relevant Security Holder in writing (the New Issue Notice) of such Security Holder’s entitlement to New Securities pursuant to Clause 7.2(a), specifying the number and class of Securities to which such Security Holder is entitled, the price per Security; class of Security (c) being subject to Clause 7.3), and the proposed closing date, place and time (being not less than 15 Business Days of delivery of the New Issue;Issue Notice) within which the offer, if not accepted by notice in writing (a New Issue Acceptance Notice), will be deemed to be declined (the New Issue Acceptance Deadline).‌ 7.3 The price of any New Issue will be:‌ (da) that Co-Investor’s New Issue Proportionthe market value of such Security (as determined by the Board acting in good faith but in its discretion, with the Securities to be issued to the Permira Investor and the Securities to be issued to the B Shareholders valued on a consistent basis for this purpose); andprovided that‌ (eb) if any other material terms and conditions upon which Security Holder indicates by notice in writing to the Securities shall Company that it does not accept the offer of New Securities, or is deemed to have declined the offer pursuant to Clause 7.2(b), it will be issueddetermined by the Board as being made at a price not less than the Fair Market Value of such New Security as determined in accordance with Schedule 5, (unless the “Pre-Emptive Notice”B Shareholders’ Representative confirms in writing to the Company its agreement to the price determined by the Board under Clause 7.3(a). 7.3 A Co-Investor that wishes 7.4 The issuer(s) in the proposed New Issue are not required to exercise its Pre-Emptive Right must give provide notice to the Company in writing, within twenty (20) Business Days after the date that such Pre-Emptive Notice is deemed given relevant Security Holders pursuant to clause 21 Clause 7.2(b) if so directed by the Board (with Permira Investor Consent) in circumstances where the Board reasonably believes that the Group requires funding on an expedited basis, in which case such issuer(s) shall issue the New Securities to any Security Holder as the Board direction (with Permira Investor Consent) shall specify (an Expedited Issue) and, subject to Clause 7.6, any rights of pre-emption for each of the other Security Holders in respect of the Expedited Issue (the “Subscription Period”), indicating the number of each class/type of Securities comprising the New Issue for which the Co-Investor wishes to subscribe (the “Pre-Emptive Reply”). The failure of a Co-Investor to deliver a Pre-Emptive Reply within the Subscription Period Affected Security Holders) shall be deemed to be a waiver waived in respect of its rights under this clause 7.such Expedited Issue. Each Party shall take such actions as may be required to facilitate an Expedited Issue as soon as possible.‌ 7.5 Any Board direction in respect of an Expedited Issue provided pursuant to Clause 7.4 Each Co-Investor who elects shall specify whether the entitlement of the Affected Security Holders pursuant to acquire its entire New Issue Proportion Clause 7.6(a) shall be entitled to include a statement in the Pre-Emptive Reply that it wishes also to acquire respect of subscriptions for new Securities which other Co-Investors decline, or are deemed to decline, to acquire in connection with their respective Pre-Emptive Right (the “Declined Securities”) as part of the New Issue, and if a Co-Investor (an “Electing Co-Investor”) makes such statement it shall also state the number of additional Securities of each type/class that it wishes to acquire (an “Oversubscription Statement”). The New Issue shall be completed by issuing from the relevant Securities to the Subscribers, each Co-Investor that delivered a Pre-Emptive Reply and each Electing Co-Investor (in each case, subject to receipt of the aggregate subscription price from such Co-Investor) on the proposed closing date that was set out in the Pre-emptive Notice or such other date that is determined by the Board. 7.5 If there are any Declined Securities, the Company shall procure that they shall be allocated to the Electing Co-Investors on the basis of their respective Oversubscription Statement, or, if the amount of Declined Securities is insufficient for all the Electing Co-Investors to be allocated all of the additional Securities indicated in their respective Oversubscription Statements, the Company shall procure that the Declined Securities shall be allocated between the Electing Co-Investors in their Electing Co-Investor Proportions, provided that no Electing Co-Investor shall be allocated a greater number of any type/class of Declined Securities than indicated in its Oversubscription Statement. 7.6 The parties intend that this clause 7 shall govern any future issue of Securities to the Apax Investor and/or any of its Affiliates and, without prejudice to the Pre-Emptive Right, to the maximum extent permitted by applicable law, each Co-Investor hereby waives, and undertakes to waive, any and all pre-emptive and preferential subscription rights, including for the avoidance of doubt any rights otherwise provided by or implied by any applicable law or the constitutional documents of any relevant Group Company, in connection with any issuance of any Securities (whether to the Apax Investor and/or any of its Affiliates or otherwise), provided that such issuance is made in accordance with the terms of this clause 7. 7.7 If the Apax Investor or the Board determines, acting reasonably and in good faith, that it is in the best interests of the Company or a Group Company that a New Issue otherwise subject to this clause 7 be conducted on an accelerated basis due to cash or liquidity requirements (including a prospective breach of a liquidity or other financial covenantissuer(s) or other emergency funding situation acquisitions of a Group Company (an “Emergency Offering”), then such New Issue may be completed otherwise than in compliance with the procedures set out in clauses 7.1 to 7.6; provided that the Company shall procure that the subscribers of the existing Securities offered pursuant to the Emergency Offering shall be required promptly, and in any event for a period of not less than thirty Business Days immediately following the date of completion of such Emergency Offering, to offer to sell to each Co-Investor such portion of the New Issue as such Co-Investor would have been entitled to subscribe for had such New Issue been effected through an offering subject to the Pre-Emptive Rights set out above in clauses 7.1 to 7.6, at the price and other terms thereof. 7.8 Each party agrees that, if the Apax Investor or the Board proposes an Emergency Offering, it shall: (a) consent to any board or shareholder meeting of a Group Company being held on short notice to implement it; (b) vote in favour of all resolutions as a Securityholder and as a director (if applicable) of from the relevant Group Company, which are proposed by the Board or the Apax Investor to implement the Emergency Offering (including the disapplication of any pre-emption rights); and (c) consent to the taking of any step by a Group Company which is necessary, as determined by the Board (acting reasonably), to effect any legal formalities in connection with the Emergency Offering, and waive any dissenter’s rights, appraisal rights or similar rights.Security Holder.‌

New Issues. Pre-Emptive Right 7.1 If No Securities shall be allotted or issued following the Company or a Group Company proposes to issue any Securities to the Apax Investor or any of its Affiliates for cash (for the purpose of this clause 7Effective Time, a “Subscriber”) other than with Fund Investor Consent or pursuant to a Permitted Fund Investor Direction and in accordance with the terms of this Agreement. 7.2 Subject to Clause 7.3, on any issue of Securities following the Effective Time other than an Excluded Issue (such issue, a “New Issue”) then no Securities shall be issued unless:): (a) the Company has firsteach Security Holder is entitled, or has procured that the relevant Group Company has firstbut not obliged, offered to each Co-Investor the right (the “Pre-Emptive Right”) to subscribe for and purchase its up to such Security Holder’s Pro Rata Percentage of each type and class of Security comprising such New Issue, provided that if the New Issue comprises more than one type or class of Securities, each Co-Investor shall only be entitled to participate in such New Issue pursuant to this clause 7.1 if such Co-Investor subscribes for its Pro Rata Percentage of each type and class of Security (in each case, a Co-Investor’s “New Issue Proportion”); and (b) the Pre-Emptive Right is exercisable by each such Co-Investor at the same price and upon the same terms and conditions as the Securities issued in such New Issue to the Subscribers. 7.2 The Company shall procure that a written notice of the proposed New Issue is given to each Co-Investor, setting out: (a) the aggregate number and nominal value of each type/class Portion of Securities comprising the New Issue (the “Offer New Securities”); (b) prior to the issue completion of such New Issue, the issuer(s) of Securities in the proposed New Issue shall notify each relevant Security Holder in writing of such Security Holder’s entitlement to New Securities pursuant to Clause 7.2(a), specifying the number and class of Securities to which such Security Holder is entitled, the price per Security; class of Security (cbeing subject to Clause 7.3), and the time (being not less than 15 Business Days of delivery of written notice of that entitlement) within which the proposed closing dateoffer, place and time of the New Issue; if not accepted by notice in writing (d) that Co-Investor’s a “New Issue Proportion; and (e) any other material terms and conditions upon which the Securities shall be issued, (the “Pre-Emptive Acceptance Notice”). 7.3 A Co-Investor that wishes to exercise its Pre-Emptive Right must give notice to the Company in writing, within twenty (20) Business Days after the date that such Pre-Emptive Notice is deemed given pursuant to clause 21 (the “Subscription Period”), indicating the number of each class/type of Securities comprising the New Issue for which the Co-Investor wishes to subscribe (the “Pre-Emptive Reply”). The failure of a Co-Investor to deliver a Pre-Emptive Reply within the Subscription Period shall will be deemed to be a waiver of its rights under this clause 7. 7.4 Each Co-Investor who elects to acquire its entire New Issue Proportion shall be entitled to include a statement in the Pre-Emptive Reply that it wishes also to acquire Securities which other Co-Investors decline, or are deemed to decline, to acquire in connection with their respective Pre-Emptive Right (the “Declined Securities”) as part of the New Issue, and if a Co-Investor (an “Electing Co-Investor”) makes such statement it shall also state the number of additional Securities of each type/class that it wishes to acquire (an “Oversubscription Statement”). The New Issue shall be completed by issuing the relevant Securities to the Subscribers, each Co-Investor that delivered a Pre-Emptive Reply and each Electing Co-Investor (in each case, subject to receipt of the aggregate subscription price from such Co-Investor) on the proposed closing date that was set out in the Pre-emptive Notice or such other date that is determined by the Board. 7.5 If there are any Declined Securities, the Company shall procure that they shall be allocated to the Electing Co-Investors on the basis of their respective Oversubscription Statement, or, if the amount of Declined Securities is insufficient for all the Electing Co-Investors to be allocated all of the additional Securities indicated in their respective Oversubscription Statements, the Company shall procure that the Declined Securities shall be allocated between the Electing Co-Investors in their Electing Co-Investor Proportions, provided that no Electing Co-Investor shall be allocated a greater number of any type/class of Declined Securities than indicated in its Oversubscription Statement. 7.6 The parties intend that this clause 7 shall govern any future issue of Securities to the Apax Investor and/or any of its Affiliates and, without prejudice to the Pre-Emptive Right, to the maximum extent permitted by applicable law, each Co-Investor hereby waives, and undertakes to waive, any and all pre-emptive and preferential subscription rights, including for the avoidance of doubt any rights otherwise provided by or implied by any applicable law or the constitutional documents of any relevant Group Company, in connection with any issuance of any Securities (whether to the Apax Investor and/or any of its Affiliates or otherwise), provided that such issuance is made in accordance with the terms of this clause 7. 7.7 If the Apax Investor or the Board determines, acting reasonably and in good faith, that it is in the best interests of the Company or a Group Company that a New Issue otherwise subject to this clause 7 be conducted on an accelerated basis due to cash or liquidity requirements (including a prospective breach of a liquidity or other financial covenant) or other emergency funding situation of a Group Company (an “Emergency Offering”), then such New Issue may be completed otherwise than in compliance with the procedures set out in clauses 7.1 to 7.6; provided that the Company shall procure that the subscribers of the Securities offered pursuant to the Emergency Offering shall be required promptly, and in any event for a period of not less than thirty Business Days immediately following the date of completion of such Emergency Offering, to offer to sell to each Co-Investor such portion of the New Issue as such Co-Investor would have been entitled to subscribe for had such New Issue been effected through an offering subject to the Pre-Emptive Rights set out above in clauses 7.1 to 7.6, at the price and other terms thereof. 7.8 Each party agrees that, if the Apax Investor or the Board proposes an Emergency Offering, it shall: (a) consent to any board or shareholder meeting of a Group Company being held on short notice to implement it; (b) vote in favour of all resolutions as a Securityholder and as a director (if applicable) of the relevant Group Company, which are proposed by the Board or the Apax Investor to implement the Emergency Offering (including the disapplication of any pre-emption rights)declined; and (c) consent each Security Holder may, in a New Issue Acceptance Notice, indicate a maximum number of New Securities it is willing to acquire in excess of its Pro Rata Portion of New Securities if any of the taking other Security Holders does not accept, or is deemed to decline, the offer made to it pursuant to Clause 7.2(b) (the “Excess New Securities”), such Excess New Securities to be allocated to all Security Holders who elect to take up Excess New Securities in their Pro Rata Portions (as between them, excluding the Security Holders who have not elected to subscribe for such New Securities). Any New Issue Acceptance Notice shall be irrevocable and shall oblige such Security Holder to subscribe for such number of Excess New Securities as set out in that New Issue Acceptance Notice at the same price specified in the notice from the issuer pursuant to Clause 7.2(b) or such lesser number of Excess New Securities determined by the Board pursuant to Clause 7.7, provided that the issuer(s) of the relevant Securities in the New Issue shall, following receipt of all New Issue Acceptance Notices served by the relevant deadline set pursuant to Clause 7.2(b), give notice to each Security Holder (the “Allocation Notice”) who has issued a New Issue Acceptance Notice with the final number of Securities allocated to such Security Holder (including any Excess New Securities allocated to it pursuant to Clause 7.2(c)), and the relevant New Securities shall be allotted and issued to all such Security Holders no less than 10 Business Days following the date of such Allocation Notice. 7.3 The price of any step by a Group Company which is necessaryNew Issue comprising Ordinary Shares, will be the market value of such Security (as determined by the Board (acting reasonablyin good faith but in its discretion, with the Securities to be issued to the Fund Investor and the Securities to be issued to the Rollover Investors valued on the same basis for this purpose), to effect save that the price of any legal formalities New Issue within the first three months after the Effective Time shall be the subscription price of Ordinary Shares, subscribed in connection with the Acquisition (after adjusting for the price at which shares were issued by the Company to Nordic Capital Fund X on incorporation). 7.4 The issuer(s) in the proposed New Issue are not required to provide notice to the relevant Security Holders pursuant to Clause 7.2(b) if so directed by the Board (with Fund Investor Consent) in circumstances where the Board reasonably believes that the Group requires funding on an urgent basis or to comply with or cure any financial covenant in the documentation governing any Debt Financing, in which case such issuer(s) shall issue the New Securities to any Security Holder as the Board direction (with Fund Investor Consent) shall specify (an “Emergency OfferingIssue”) and, and waive subject to Clause 7.6, any dissenter’s rights, appraisal rights of pre-emption for each of the other Security Holders in respect of the Emergency Issue (the “Affected Security Holders”) shall be deemed to be waived in respect of such Emergency Issue. Each Party shall take such actions as may be required to facilitate an Emergency Issue as soon as possible. 7.5 Any Board direction in respect of an Emergency Issue provided pursuant to Clause 7.4 shall specify whether the entitlement of the Affected Security Holders pursuant to Clause 7.6(a) shall be in respect of subscriptions for new Securities from the relevant Security Holder(s) or similar rightsacquisitions of existing Securities from the relevant Investor.