Common use of New Issues Clause in Contracts

New Issues. 3.1 The Company shall be free to issue, free from any pre-emption rights, any Shares of any class or grant any rights to subscribe for or convert or exchange securities into shares of any class (“New Shares”) to any person (and the Shareholders shall do all acts and things in their capacity as Shareholders as are reasonably required or appropriate to ensure that the Company may issue such securities): 3.1.1 in connection with the payment in shares of all or part of the consideration for the acquisition of any business or assets by the Company or any Group Company (a “New Acquisition”), but for the avoidance of doubt not in connection with the payment in cash for all or part of the consideration for a New Acquisition; 3.1.2 in order to permit any sellers under a New Acquisition to invest in the Company; 3.1.3 in connection with any investment or incentive scheme in which managers and/or employees of the Group are entitled to participate; 3.1.4 to existing or new lenders to the Group in connection with the raising of debt finance (a “Relevant Transaction”) by any member of the Group from such lender in proportions no greater than USD1 of subscription price of such securities to USD4 of principal amount of such debt finance (the “Agreed Proportion”) and, in the case of a Relevant Transaction, amounts of capital (meaning the aggregate of debt provided by lenders and cash subscribed for equity in accordance with the provisions of this Clause) shall be raised as follows: (a) the Shareholders shall be entitled to subscribe for their proportionate share of the lower of x) 40 per cent of the capital raised; and y) the principal amount of equity proposed to be raised in relation to the Relevant Transaction, in each case in accordance with the other provisions of this Clause 3; (b) any shares offered under (a) but not subscribed by any Shareholders other than the Bison Parties may be offered to new or existing lenders to the Group in relation to the Relevant Transaction; and (c) thereafter, any remaining amounts of capital raised may be in equity or debt, in amounts no greater than the Agreed Proportion; 3.1.5 in accordance with any exchange rights under the Notes; or 3.1.6 in accordance with the provisions of Clause 4.4.10. 3.2 In the event of an issue of New Shares not falling within paragraphs 3.1.1 to 3.1.6 above the Company shall offer for subscription New Shares (at the same cash price per New Share) first to the Shareholders, in the same class, pro rata to the Shares held by them in order that they be afforded the opportunity to maintain their respective percentage ownership interest in the Company and in the same class of shares held by them. If funds advised or managed by Lion Capital LLP (the “Lion Funds”) propose to subscribe for New Shares in an issue of New Shares pursuant to paragraphs 3.1.1 to 3.1.4 above, the Company shall first offer for subscription New Shares (at the same cash price per New Share) to all Shareholders holding the same class of shares as the Lion Funds, pro rata to the Shares held by them (the pre-emptive offers contemplated by this sentence and the preceding sentence each being known as a “New Offer”). 3.3 The New Offer shall be made by notice stating the number or amount of New Shares being offered, the price at which they are being offered (the “New Offer Price”) and any other terms of the New Offer which the Company may apply. 3.4 The New Offer shall remain open for the period (being not less than 30 Business Days) specified in the notice. This period may be shorter if the Shareholders provide their consent to the shorter period of notice. 3.5 The Company shall issue the New Shares to those Shareholders who apply for them and in the case of oversubscription for such New Shares as far as practicable in proportion to the number of Shares held by them respectively, but so that an applicant shall not be allotted or granted a number of New Shares greater than the number for which he or it applied. 3.6 Any New Shares not taken up under the New Offer may, at any time up to six months after the expiry of the New Offer, be issued or granted by the Company at such price (not being less than the New Offer Price), on such terms (being no less favourable to the Company than the terms of the New Offer), in such manner and to such persons as the Board determines with the consent of the Lion Party. 3.7 The Shareholders shall do all acts and things in their capacity as Shareholders as are reasonably required or appropriate to ensure that the Company may issue New Shares in accordance with the above provisions. 3.8 The Company undertakes that it will not, and the Lion Parties agree that they shall not cause the Company, pursuant to Clauses 3.1.1, 3.1.2, 3.1.3, or 3.1.4, to issue such number of New Shares that causes, and the Company will procure that LuxCo1 does not pursuant to Clauses 4.1 to 4.9 of the LuxCo1 Shareholders Agreement issue such shares that causes: 3.8.1 the Bison Share of LuxCo to be less than 29%, ignoring any dilutive effect upon the Bison Share of LuxCo as a result of the Bison Parties not exercising fully any pre-emption rights under Clause 3.2; or 3.8.2 until the Call Option Expiry Date, the Lion Parties to lose Control of the Company or the Company to lose Control of LuxCo1; or 3.8.3 the Bison Parties to lose the benefit of the rights contained in Clause 14 of this Agreement, in each case without the consent of the Bison Parties (such consent not to be unreasonably withheld or delayed). 3.9 Notwithstanding any other provision of this Agreement, if B Ordinary Shares are to be issued to the Bison Parties, and such issue would take the Bison Parties’ percentage holding in the Company to an amount exceeding 47.5%, such B Ordinary Shares may, in the discretion of the Bison Parties, be issued as D Ordinary Shares instead.

New Issues. 3.1 The 4.1 Except where Lion Capital Management Entities would lose Control of the Company shall be free to as a result of such issue, the Company may issue, free from any pre-emption rightsrights or similar rights enjoyed by any person, any Shares of any class or grant any rights to subscribe for or convert or exchange securities into shares Shares of any class (“New Shares”) to any person (and the Shareholders shall do all acts and things in their capacity as Shareholders as are reasonably required or appropriate to ensure that the Company may issue such securitiesexcluding a Prohibited Person): 3.1.1 4.1.1 in connection with the payment in shares of all or part of the consideration for the acquisition of any business or assets by the Company or any Group Company (a “New Acquisition”), but for the avoidance of doubt not in connection with the payment in cash for all or part of the consideration for a New Acquisition; 3.1.2 4.1.2 in order to permit any sellers under a New Acquisition or any of the management of the business that is the subject of a New Acquisition to invest in the Company;Company as part of the New Acquisition; or 3.1.3 in connection with 4.1.3 pursuant to any investment or incentive scheme in which managers management, directors and/or employees of the Group Company or any of its Subsidiaries are entitled to participate;; or 3.1.4 to existing or new lenders 4.1.4 pursuant to the exercise of the conversion rights under any convertible debt securities issued by a Group Company; or 4.1.5 in connection with the raising of debt finance (a “Relevant Transaction”) by any member discharge of the Company’s obligations under the Put Option as defined in Clause 6.1; or 4.1.6 in the event the Company or any Group from Company suffers financial distress, such lender in proportions no greater than USD1 of subscription price of such securities to USD4 of principal amount of such debt finance (the “Agreed Proportion”) andas, in the case reasonable opinion of a Relevant Transactionan internationally recognised investment bank or accounting firm, amounts of capital (meaning to be unable to be funded by resources then available to the aggregate of debt provided by lenders and cash subscribed for equity in accordance Company or the Group Companies, but only after consultation with the provisions of this Clause) shall be raised as follows: (a) the Shareholders shall be entitled to subscribe for their proportionate share of the lower of x) 40 per cent of the capital raised; and y) the principal amount of equity proposed to be raised in relation to the Relevant Transaction, in each case in accordance with the other provisions of this Clause 3; (b) any shares offered under (a) but not subscribed by any Shareholders other than the Bison Parties may be offered to new or existing lenders to the Group in relation to the Relevant Transaction; and (c) thereafter, any remaining amounts of capital raised may be in equity or debt, in amounts no greater than the Agreed Proportion; 3.1.5 in accordance with any exchange rights under the Notes; or 3.1.6 in accordance with the provisions of Clause 4.4.10Seller Parties’ Representative. 3.2 4.2 In the event of an issue of New Shares not falling within paragraphs 3.1.1 Clause 4.1.1 to 3.1.6 above 4.1.6 above, then the Company shall offer offer, for subscription New Shares (at the same cash price per New Share) , for subscription first to the Shareholders, in the same class, Shareholders pro rata to the Shares held by them in order that they be afforded the opportunity to maintain their respective percentage ownership interest in the Company and in the same class of shares held by them. If funds advised or managed by Lion Capital LLP (the “Lion Funds”) propose to subscribe for New Shares in an issue of New Shares pursuant to paragraphs 3.1.1 to 3.1.4 above, the Company shall first offer for subscription New Shares (at the same cash price per New Share) to all Shareholders holding the same class of shares as the Lion Funds, pro rata to the Shares held by them (the pre-emptive offers contemplated by this sentence and the preceding sentence each being known as a “New Offer”). 3.3 4.3 The New Offer shall be made by notice stating the number or amount of New Shares being offered, the price at which they are being offered (the “New Offer Price”) and any other terms of the New Offer which the Company may apply. 3.4 4.4 The New Offer shall remain open for the period (being not less than 30 thirty (30) Business Days) specified in the notice. This period may be shorter if the Shareholders provide their consent to the shorter period of notice. 3.5 4.5 The Company shall issue the New Shares to those Shareholders who apply for them and in the case of oversubscription for such New Shares as far as practicable in proportion to the number of Shares held by them respectively, but so that an applicant shall not be allotted or granted a number of New Shares greater than the number for which he or it applied. 3.6 4.6 Any New Shares not taken up under the New Offer may, at any time up to six months after the expiry of the New Offer, be issued or granted by the Company at such price (not being less than the New Offer Price), on such terms (being no less favourable to the Company than the terms of the New Offer), in such manner and to such persons as the Board determines with the consent of the Lion Party. 3.7 4.7 The Shareholders shall do all acts and things in their capacity as Shareholders Shareholders, including without limitation waiving any pre-emption rights which they may have, as are reasonably required or appropriate to ensure that the Company may issue New Shares in accordance with the above provisions. 3.8 The Company undertakes that it will not, 4.8 Any person who subscribes for and the Lion Parties agree that they is issued New Shares under this Clause 4 shall not cause the Company, pursuant to Clauses 3.1.1, 3.1.2, 3.1.3, or 3.1.4, to issue also simultaneously subscribe for and be issued with such number of New Shares that causes, and the Company will procure that LuxCo1 does not pursuant to Clauses 4.1 to 4.9 of the LuxCo1 Shareholders Agreement issue such shares that causes: 3.8.1 the Bison Share of LuxCo to be less than 29%, ignoring any dilutive effect upon the Bison Share of LuxCo as a result of the Bison Parties not exercising fully any pre-emption rights under Clause 3.2; or 3.8.2 until the Call Option Expiry Date, the Lion Parties to lose Control of the Company or the Company to lose Control of LuxCo1; or 3.8.3 the Bison Parties to lose the benefit of the rights contained in Clause 14 of this Agreement, in each case without the consent of the Bison Parties (such consent not to be unreasonably withheld or delayed). 3.9 Notwithstanding any other provision of this Agreement, if B Ordinary Shares are to be issued to the Bison Parties, and such issue would take the Bison Parties’ percentage holding CPECs in the Company to an amount exceeding 47.5%, such B Ordinary Shares may, in the discretion of the Bison Parties, be issued as D Ordinary Shares insteadShare/CPEC Proportion.

New Issues. 3.1 The Company shall be free to issue, free from any pre-emption rights, any Shares of any class or grant any rights to subscribe for or convert or exchange securities into shares of any class (“New Shares”) to any person (and the Shareholders shall do all acts and things in their capacity as Shareholders as are reasonably required or appropriate to ensure that the Company may issue such securities): 3.1.1 in connection with the payment in shares of all or part of the consideration for the acquisition of any business or assets by the Company or any Group Company (a “New Acquisition”), but for the avoidance of doubt not in connection with the payment in cash for all or part of the consideration for a New Acquisition; 3.1.2 in order to permit any sellers under a New Acquisition or any of the management of the business or asset that is the subject of a New Acquisition to invest in the CompanyCompany as part of the New Acquisition (a “Roll-Up”); 3.1.3 in connection with any investment or incentive scheme in which managers and/or employees of the Group are entitled to participate; 3.1.4 to existing or new lenders to the Group in connection with the raising of debt finance (a “Relevant Transaction”) by any member of the Group from such lender in proportions no greater than USD1 of subscription price of such securities to USD4 of principal amount of such debt finance (the “Agreed Proportion”) and, in the case of a Relevant Transaction, amounts of capital (meaning the aggregate of debt provided by lenders and cash subscribed for equity in accordance with the provisions of this Clause) shall be raised as follows: (a) the Shareholders shall be entitled to subscribe for their proportionate share of the lower of x) 40 per cent of the capital raised; and y) the principal amount of equity proposed to be raised in relation to the Relevant Transaction, in each case in accordance with the other provisions of this Clause 3; (b) any shares offered under (a) but not subscribed by any Shareholders other than the Bison Parties may be offered to new or existing lenders to the Group in relation to the Relevant Transaction; and (c) thereafter, any remaining amounts of capital raised may be in equity or debt, in amounts no greater than the Agreed Proportion; 3.1.5 in accordance with any exchange rights under the Notes; or 3.1.6 3.1.5 in accordance with the provisions of Clause 4.4.10. 3.2 In the event of an issue of New Shares not falling within paragraphs paragraph 3.1.1 to 3.1.6 3.1.4 above then the Company shall offer for subscription New Shares (at the same cash price per New Share) Share for subscription first to the Shareholders, in the same class, pro rata to the Shares held by them in order that they be afforded the opportunity to maintain their respective percentage ownership interest in the Company and in the same class of shares held by them. If funds advised or managed by Lion Capital LLP (the “Lion Funds”) propose to subscribe for New Shares in an issue of New Shares pursuant to paragraphs 3.1.1 to 3.1.4 above, the Company shall first offer for subscription New Shares (at the same cash price per New Share) to all Shareholders holding the same class of shares as the Lion Funds, pro rata to the Shares held by them (the pre-emptive offers contemplated by this sentence and the preceding sentence each being known as a “New Offer”). 3.3 The New Offer shall be made by notice stating the number or amount of New Shares being offered, the price at which they are being offered (the “New Offer Price”) and any other terms of the New Offer which the Company may apply. 3.4 The New Offer shall remain open for the period (being not less than 30 Business Days) specified in the notice. This period may be shorter if the Shareholders provide their consent to the shorter period of notice. 3.5 The Company shall issue the New Shares to those Shareholders who apply for them and in the case of oversubscription for such New Shares as far as practicable in proportion to the number of Shares held by them respectively, but so that an applicant shall not be allotted or granted a number of New Shares greater than the number for which he or it applied. 3.6 Any New Shares not taken up under the New Offer may, at any time up to six months after the expiry of the New Offer, be issued or granted by the Company at such price (not being less than the New Offer Price), on such terms (being no less favourable to the Company than the terms of the New Offer), in such manner and to such persons as the Board determines with the consent of the Lion Party. 3.7 The Shareholders shall do all acts and things in their capacity as Shareholders as are reasonably required or appropriate to ensure that the Company may issue New Shares in accordance with the above provisions. 3.8 The Company undertakes that it will not, and the Lion Parties agree that they shall not cause the Company, pursuant to Clauses 3.1.1, 3.1.2, 3.1.2 or 3.1.3, or 3.1.4, to issue such number of New Shares that causes, and the Company will procure that LuxCo1 does not pursuant to Clauses 4.1 to 4.9 of the LuxCo1 Shareholders Agreement issue such shares that causes: 3.8.1 the Bison Share of LuxCo to be less than 29%, ignoring any dilutive effect upon half the Bison Share of LuxCo as a result Luxco at the date of the Bison Parties not exercising fully any pre-emption rights under Clause 3.2this Agreement; or 3.8.2 until the expiry of the Call Option Expiry DateOption, the Lion Parties to lose Control of the Company or the Company to lose Control of LuxCo1LuxCo; or 3.8.3 the Bison Parties Party to lose the benefit of the rights contained in Clause 14 (Access to Information) of this Agreement, in each case without the consent of the Bison Parties (such consent not to be unreasonably withheld or delayed). 3.9 Notwithstanding any other provision of this Agreement, if B Ordinary Shares are to be issued to the Bison Parties, and such issue would take the Bison Parties’ percentage holding in the Company to an amount exceeding 47.5%, such B Ordinary Shares may, in the discretion of the Bison Parties, be issued as D Ordinary Shares instead.