Common use of Parent Shareholder Approval; Financing Clause in Contracts

Parent Shareholder Approval; Financing. (a) As soon as practicable, but in no event later than March 9, 2007, Purchaser shall cause Parent to mail or post the Parent Shareholders Circular to its shareholders calling for the EGM to be held as promptly as set forth below, subject to applicable Law and the rules and regulations of the UKLA, seeking Parent Shareholder Approval and commencing the Rights Issue. Subject to Section 5.10(d), the Parent Shareholders Circular shall include the recommendation of the Board of Directors of Parent to approve the resolutions set forth in the Parent Shareholders Circular and Purchaser shall cause Parent to use its commercially reasonable efforts to obtain the Parent Shareholder Approval from its shareholders. Purchaser shall cause Parent to cause the EGM to occur as promptly as practicable following the posting of the Parent Shareholders Circular and in any event within thirty (30) days, subject to the matters contemplated by Section 5.10(d); provided, however, that if the Underwriting Agreement has not been terminated in accordance with its terms and any of the termination events set forth in Sections 10.2.1 or 10.2.2 of the Underwriting Agreement have occurred and Purchaser in good faith believes such termination events are capable of being favorably resolved or waived using commercially reasonable efforts (the “Designated Termination Events”), then Purchaser shall cause the Parent to postpone the EGM for a period of up to twenty-nine (29) days (if so extended, the date to which the EGM is so postponed, the “Extended EGM Date”) and use its commercially reasonable efforts to favorably resolve or have waived such Designated Termination Events and postpone the Rights Issue (the “Financing Efforts”). If at any time prior to the EGM, any information relating to the Company, Parent, Purchaser, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company, Parent, Purchaser or Merger Sub, which should be set forth in an amendment or supplement to the Parent Shareholders Circular so that the Parent Shareholders Circular shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the UKLA and, to the extent required by applicable Law, disseminated to the shareholders of Parent; provided, however, that prior to such dissemination, Purchaser shall provide copies of such amendment or supplement to the Company not less than two (2) days (or such shorter period of time as is reasonably necessary in light of the circumstances) in advance of any such dissemination and shall provide the Company an opportunity to review and comment on such amendment or supplement to the full extent practicable and shall include in such amendment or supplement all comments reasonably proposed by the Company and reasonably acceptable to Parent and Purchaser. (b) Subject to Section 5.10(d), Purchaser shall cause Parent to use commercially reasonable efforts to ensure that it (i) meets all conditions set forth in, and obtains the funds in the amounts set forth in, and to be provided pursuant to, the Financing Agreements and completes the Tranche A Facility portion of the Financing on or prior to the Closing Date, (ii) conducts the Rights Issue in accordance with the Parent Shareholders Circular and (iii) causes the Equity Financing to be completed, all subscription amounts thereunder paid and causes the Underwriters to purchase any shares of capital stock of Parent not properly subscribed and paid for in the Rights Issue in accordance with the terms of the Underwriting Agreement in each case by the Equity Financing Date; provided, however, that to the extent the EGM is extended pursuant to Section 5.10(a), the Equity Financing Date shall be extended by an equivalent number of days (provided if such day, as extended, is not a Business Day then the next Business Day) as the EGM is extended (as may be extended, the “Outside Equity Financing Date”); provided, further, that, in the case of clause (iii), if a Designated Termination Event has occurred, then the Purchaser shall conduct the Financing Efforts. Immediately prior to the Effective Time, Purchaser shall cause Parent, subject to the terms and conditions hereof, to make such funds available to Merger Sub to permit Purchaser and Merger Sub or the Surviving Corporation, as applicable, to make the payments contemplated by Section 2.3 and to make all other required payments (including without limitation the payment of any amounts outstanding and payable under the Credit Agreement and the completion of the Debt Tender Offer if any such Debt Tender Offer is then required to be completed in accordance with the terms thereof).