Common use of Non-Completion Clause in Contracts

Non-Completion. If the Drag-Along Sale has not been completed by the earlier of: (a) the date which is 120 Business Days following the date of the Drag-Along Notice (or, where any anti-trust, regulatory or other third party conditions are required to be satisfied before the Drag-Along Sale can be completed, by the long-stop date for the satisfaction of such conditions in the Drag-Along Sale documentation (as agreed between the Drag Triggering Sellers and the Drag Transferee)); and (b) the date on which the Drag Triggering Sellers send a written notice to the Dragged Security Holders that the Drag-Along Sale will not be completed, the Drag-Along Notice shall cease to be of effect and each Dragged Security Holder shall be irrevocably released from such obligations under the Drag-Along Notice and the rights of the Drag Triggering Sellers pursuant to this Part 2 of Schedule 4 shall be reinstated. This Deed is made on [•] Between: (1) [•], a [company] incorporated in [•] with registered number [•], and whose registered office is at [•] (the “Company”); and (2) [Name], of [•] (the “Subscriber”), and is Supplemental to a shareholders’ agreement dated [•] and made between, inter alias, the Security Holders and the Company (each as defined therein) as from time to time amended, varied, novated, supplemented or adhered to (the “Principal Agreement”).

Non-Completion. ‌ 4.1 If the Drag-Along Sale has not been completed by the earlier of: (a) the date which is 120 60 Business Days following the date of the Drag-Along Notice (or, where any anti-trust, regulatory or other third party conditions are required to be satisfied before the Drag-Along Sale can be completed, by the long-stop date for the satisfaction of such conditions in the Drag-Along Sale documentation (as agreed between the Drag Triggering Sellers Majority Investors and the Drag Transferee)); and; (b) the date on which the Drag Triggering Sellers Majority Investors send a written notice to the Dragged Security Holders that the Drag-Along Sale will not be completed, the Drag-Along Notice shall cease to be of effect and each Dragged Security Holder shall be irrevocably released from such obligations under the Drag-Along Notice and the rights of the Drag Triggering Sellers Majority Investors pursuant to this Part 2 of Schedule 4 shall be reinstated. This Deed is made SCHEDULE 6 RESTRICTIVE COVENANTS‌ 1. INVESTOR UNDERTAKINGS‌ Pursuant to and on [•] Betweenthe basis set out in Clause 17 (Restrictive Covenants), each Investor undertakes that he/it will not, directly or indirectly, at any time prior to or during the Restricted Period: (1a) [•]solicit or entice away, a [company] incorporated in [•] with registered number [•]or endeavour to solicit or entice away, and whose registered office is at [•] (the “Company”); and (2) [Name], of [•] (the “Subscriber”), and is Supplemental to a shareholders’ agreement dated [•] and made between, inter alias, the Security Holders and from the Company (each as defined therein) as from time to time amended, varied, novated, supplemented or adhered to (the “Principal Agreement”).any other Group Company; or

Non-Completion. 4.1 If the Drag-Along Sale has not been completed by the earlier of: (a) the date which is 120 60 Business Days following the date of the Drag-Along Notice (or, where any anti-trust, regulatory or other third party conditions are required to be satisfied before the Drag-Along Sale can be completed, by the long-stop date for the satisfaction of such conditions in the Drag-Along Sale documentation (as agreed between the Drag Triggering Sellers Majority Investors and the Drag Transferee)); and; (b) the date on which the Drag Triggering Sellers Majority Investors send a written notice to the Dragged Security Holders that the Drag-Along Sale will not be completed, the Drag-Along Notice shall cease to be of effect and each Dragged Security Holder shall be irrevocably released from such obligations under the Drag-Along Notice and the rights of the Drag Triggering Sellers Majority Investors pursuant to this Part 2 of Schedule 4 shall be reinstated. This Deed is made Pursuant to and on [•] Betweenthe basis set out in Clause 17 (Restrictive Covenants), each Investor undertakes that he/it will not, directly or indirectly, at any time prior to or during the Restricted Period: (1a) [•]solicit or entice away, or endeavour to solicit or entice away, from the Company or any other Group Company; or (b) employ or engage, or endeavour to employ or engage, any person who was at the Relevant Date, or who at any time during the Relevant Period had been, a [company] incorporated in [•] with registered number [•], and whose registered office is at [•] (the “Company”); and (2) [Name], senior employee of [•] (the “Subscriber”), and is Supplemental to a shareholders’ agreement dated [•] and made between, inter alias, the Security Holders and the Company or any other Group Company employed in the capacity of director (each as defined thereinexcluding Co-Investor Directors and Majority Investor Directors) as from time to time amendedor in any managerial role or in any research, variedtechnical, novatedIT, supplemented financial, marketing or adhered to (the “Principal Agreement”).sales function whether or not such person would commit a breach of his employment contract by reason of leaving service, save that

Non-Completion. 4.1 If the Drag-Along Sale has not been completed by the earlier of: (a) the date which is 120 60 Business Days following the date of the Drag-Along Notice (or, where any anti-trust, regulatory or other third party conditions are required to be satisfied before the Drag-Along Sale can be completed, by the long-stop date for the satisfaction of such conditions in the Drag-Along Sale documentation (as agreed between the Drag Triggering Sellers Lead Investor and the Drag Transferee)); andor (b) the date on which the Drag Triggering Sellers send Lead Investor sends a written notice to the Dragged Security Holders that the Drag-Along Sale will not be completed, the Drag-Along Notice shall cease to be of effect and each Dragged Security Holder shall be irrevocably released from such obligations under the Drag-Along Notice and the rights of the Drag Triggering Sellers Lead Investor pursuant to this Part 2 of Schedule 4 6 (Drag-Along) shall be reinstated. This Deed SCHEDULE 7 DEED OF ADHERENCE THIS DEED is made on [•] Between: (1) [•●], a [company] incorporated in [•] with registered number [•], and whose registered office is at [•] (the “Company”); and (2) [Name], of [•] (the “Subscriber”), and is Supplemental to a shareholders’ agreement dated [•] and made between, inter alias, the Security Holders and the Company (each as defined therein) as from time to time amended, varied, novated, supplemented or adhered to (the “Principal Agreement”).