Pre-Completion Steps Clause Samples

Pre-Completion Steps. Immediately prior to the Closing Date, MDA will take the following steps: (a) MDA and MDA-US shall contribute sufficient cash to capital to any applicable Information Systems Subsidiary to allow that Information Systems Subsidiary (or any of its wholly-owned Subsidiaries) to repay the principal and interest on any inter-company debt owed to MDA or any Affiliate of MDA and to pay the Safe Income dividend described in Section 2.2(b); such contribution to capital shall occur prior to the payment of dividends of Safe Income as provided in Section 2.2(b) below; (b) each of MDA-Brampton and Geospatial shall declare and pay to MDA a series of dividends reflecting the income earned or realized by each corporation after 1971 and before the safe income determination time, the whole as determined for the purpose of subsection 55(2) of the ITA (“Safe Income”); (c) MDA shall and shall cause each MDA Selling Subsidiary to contribute to the capital of the respective Information Systems Subsidiary, the principal and interest on any inter-company debt owed by that Information Systems Subsidiary to MDA or any Affiliate of MDA; (d) any amount owed by MDA and its Affiliates to the Information Systems Subsidiaries and will be paid in full prior to the Closing Date; (e) the Information Systems Subsidiaries will declare and pay such other dividends as determined by MDA, acting reasonably; and (f) the shares of Dynacs Engineering Company (India) Ltd. and ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and Associates GmbH may be transferred to MDA-Brampton, if it can be effected on a tax free basis to any Information Systems Subsidiary.

Pre-Completion Steps. 15.1 With respect to the Pre-Completion Steps referred to in Part A of Schedule 11 to the SPA, parties acknowledge and agree that: (a) the Pre-Completion Steps referred to in paragraphs 1(a) through (c) and 2(a) and (b) of Part A of Schedule 11 to the SPA have or will have been completed by Completion (it being understood that the shares in APV Holdings Ltd were transferred to Invensys International Holdings Limited); and (b) the Pre-Completion Steps referred to in paragraphs 1(d) through (f) of Part A of Schedule 11 to the SPA will not have been completed by Completion (it being understood that the parties shall continue to take all reasonable steps within their respective powers to effect such Pre-Completion Steps as soon as reasonably practicable following Completion). 15.2 As soon as reasonably practicable following the effectuation of any of the Pre-Completion Steps referred to in clause 15.1(b), the Vendors shall provide written evidence thereof to the Purchaser.

Pre-Completion Steps. 3.1 The Seller undertakes to effect or to use reasonable endeavours to effect (as the case may be) the following steps in the order, and at the times, contemplated in this clause 3. 3.2 The Seller undertakes to the Buyer that it will convene an extraordinary general meeting (the "EGM") of the Company to be held as soon as practicable after the date of this Agreement at which the Shareholder Resolution is proposed. 3.3 The Seller shall procure that the Shareholder Resolution is passed at the EGM or any valid adjournment thereof. 3.4 On the Business Day following receipt by the Seller from the Buyer of confirmation pursuant to clause 2.7 that the Condition in clause 2.1 (a) has been satisfied or, if later, the expiry of a PCU Cure Period or a Warranty Cure Period, the Seller shall procure that the following events shall occur in the following order: 3.4.1 the Board shall resolve, pursuant to the Articles of Association, that no Shares held (either at that time or in the future) by the LTIP Trust shall be converted into deferred shares in accordance with the Articles of Association until such time as the Board may determine; 3.4.2 a Structural Event (as defined the Articles of Association) shall occur;

Pre-Completion Steps. Separation and pre-Completion reorganisations a. The parties shall comply with the provisions of Schedule 6 (Separation principles) that apply to them. b. Without prejudice to clause 2, Liberty Global shall: i. implement a corporate reorganisation to achieve the corporate structure of the Liberty Global Target Group through the Liberty Global Pre-Completion Reorganisation Steps, subject to any changes to such steps (i) that are immaterial (and do not adversely affect Telefonica or the Purchaser or any Target Group Company) or (ii) to which Telefonica has given its prior written consent (such consent not to be unreasonably withheld or delayed) or (iii) that relate only to and only affect the Liberty Global Retained Group and not to the Liberty Global Target Group (the "Liberty Global Pre-Completion Reorganisation"), and ensure that such steps are completed no later than immediately prior to Completion; ii. at least 5 Business Days before taking any step of the Liberty Global Pre-Completion Reorganisation, provide Telefonica with all draft documentation for implementing such step and consult with Telefonica in relation to such step or document; iii. promptly provide to Telefonica and its advisers copies of all executed transaction documents executed to implement the Liberty Global Pre-Completion Reorganisation, except that such transaction documents may be provided in redacted form to protect legitimate confidentiality interests of the Liberty Global Retained Group; and iv. keep Telefonica otherwise informed on any significant development in relation to the Liberty Global Pre-Completion Reorganisation. c. Without prejudice to clause 2, Telefonica shall: i. implement a corporate reorganisation to achieve the corporate structure of the Telefonica Target Group through the Telefonica Pre-Completion Reorganisation Steps, subject to any changes to such steps (i) that are immaterial (and do not adversely affect Liberty Global or the Purchaser or any Target Group Company) or (ii) to which Liberty Global has given its prior written consent (such consent not to be unreasonably withheld or delayed) or (iii) that relate only to and only affect the Telefonica Retained Group and not to the Telefonica Target Group (the "Telefonica Pre-Completion Reorganisation"), and ensure that such steps are completed no later than immediately prior to Completion; ii. at least 5 Business Days before taking any step of the Telefonica Pre-Completion Reorganisation, provide Liberty Global w...

Pre-Completion Steps. The Seller undertakes that prior to Completion it will procure that each company which will constitute a Group Company after the implementation of the Restructuring declares a distribution in specie of any intercompany loan receivable owing to it by any member of the Seller Group to another member of the Seller Group, such that on the Completion Date no member of the Seller Group shall have any obligation to a Group Company in respect of any such loan receivable.

Pre-Completion Steps