Shareholder Documents. (a) The Holdco Shareholders Agreement is consistent with the Shareholder Terms (except for any difference that could not reasonably be expected to be materially adverse to the Finance Parties, provided that no such difference shall result in any merger control filing with or any anti-trust clearance from MOFCOM or any other applicable Governmental Authority being required). (b) Upon and after the commencement of the WXAT Share Reorganisation, the WXAT Shareholders Agreement has been entered by the parties thereto, is in full force and effect and complies with paragraph 16 of Schedule 14 (Permitted Restructuring) and is on terms such that no merger control filing with or any anti-trust clearance from MOFCOM or any other applicable Governmental Authority is required (or, if any such filing or clearance is required, all such filings have been made and all such clearances have been obtained without adverse conditions). (c) Except with the prior written consent of (at any time on or prior to the Closing Date) the Mandated Lead Arrangers or (at any time after the Closing Date) the Facility Agent (acting on the instructions of the Majority Lenders): (i) there has been no amendment, variation or supplement of or to, or any waiver by any party to any Shareholder Document of, any of the terms of any Shareholder Document in any manner that (A) would reasonably be expected to be materially adverse to the interests of the Finance Parties or (B) (in the case of the WXAT Shareholders’ Agreement) would result in any non-compliance with or adversely affect the implementation of any of the requirements set out in paragraph 16 of Schedule 14 (Permitted Restructuring); (ii) no party to any Shareholder Document has given any consent (which (A) would reasonably be expected to be materially adverse to the interests of the Finance Parties or (B) would result in any non-compliance with or adversely affect the implementation of any of the requirements set out in paragraph 16 of Schedule 14 (Permitted Restructuring)) under any Shareholder Document. (d) There has been no termination, rescission or cancellation of any of the Shareholder Documents and each of the Shareholder Documents (other than the Shareholder Terms) is in full force and effect. (e) If the WXAT Shareholders Agreement has been entered into, there has been no assignment by any Transaction Obligor or WXAT of the WXAT Shareholders Agreement or any rights or obligations thereunder (other than any assignment constituted by any Transaction Security).
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Shareholder Documents. (a) The Holdco Shareholders Agreement is consistent with Each of Carnival and P&O Princess each agrees, as to itself and its Subsidiaries that:
4.3.1.1 It shall provide such information for inclusion in each of the Shareholder Terms Documents, such that each Shareholder Document shall contain all particulars relating to Carnival and P&O Princess required to comply in all material respects with all applicable Laws, including the PGCL, the Companies Act, the City Code and the Financial Services and Markets Act 2000 (except for any difference that could not reasonably be expected to be materially adverse to and the Finance Partiesrules and regulations thereunder), provided that no such difference shall result in any merger control filing with or any anti-trust clearance from MOFCOM or any other applicable Governmental Authority being required).
(b) Upon and after the commencement requirements of the WXAT Share ReorganisationLondon Stock Exchange, the WXAT Shareholders Agreement has been entered by the parties thereto, is in full force and effect and complies with paragraph 16 of Schedule 14 (Permitted Restructuring) and is on terms such that no merger control filing with or any anti-trust clearance from MOFCOM or any other applicable Governmental Authority is required (or, if any such filing or clearance is required, all such filings have been made and all such clearances have been obtained without adverse conditions).
(c) Except with the prior written consent of (at any time on or prior to the Closing Date) the Mandated Lead Arrangers or (at any time after the Closing Date) the Facility Agent (acting on the instructions listing rules of the Majority Lenders):
(i) there has been no amendmentUKLA, variation or supplement of or tothe Securities Act, or any waiver by any party to any Shareholder Document of, any the Exchange Act and the rules and regulations of the terms of any Shareholder Document in any manner that (A) would reasonably be expected to be materially adverse to SEC and the interests of the Finance Parties or (B) (in the case of the WXAT Shareholders’ Agreement) would result in any non-compliance with or adversely affect the implementation of any of the requirements set out in paragraph 16 of Schedule 14 (Permitted Restructuring)NYSE;
(ii) no party to any Shareholder Document has given any consent (which (A) would reasonably be expected to be materially adverse to the interests of the Finance Parties 4.3.1.2 The information provided by such Party for inclusion or (B) would result incorporation by reference in any non-compliance with or adversely affect the implementation of any of the requirements set out in paragraph 16 of Schedule 14 (Permitted Restructuring)) under any Shareholder Document.
(d) There has been no termination, rescission or cancellation of any of the Shareholder Documents shall not, at the date of mailing to shareholders and each at the time or times of the Carnival Shareholders Meeting or the P&O Princess Shareholders Meeting, as applicable, 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 the light of the circumstances under which they were made, not misleading in any material respect; and
4.3.1.3 If at any time prior to the Carnival Shareholders Meeting or the P&O Princess Shareholders Meeting, as applicable, any information relating to Carnival or P&O Princess, or any of their respective Affiliates, officers or directors, should be discovered by Carnival or P&O Princess which should be set forth in a supplement to any of the Shareholder Documents (other than Documents, so that such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Shareholder Terms) is statements therein, in full force and effect.
(e) If the WXAT Shareholders Agreement has been entered into, there has been no assignment by any Transaction Obligor or WXAT light of the WXAT Shareholders Agreement circumstances under which they were made, not misleading in any material respect, the Party which discovers such information shall promptly notify the other Party and, to the extent required by Law, an appropriate amendment or any rights supplement describing such information shall be promptly disseminated to the Carnival shareholders or obligations thereunder (other than any assignment constituted by any Transaction Security)the P&O Princess shareholders, as applicable.
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Sources: Offer and Implementation Agreement (P&o Princess Cruises PLC)
Shareholder Documents. (a) The Holdco Shareholders Agreement is consistent with the Shareholder Terms (except for any difference that could not reasonably be expected to be materially adverse to the Finance Parties, provided that no such difference shall result in any merger control filing with or any anti-trust clearance from MOFCOM or any other applicable Governmental Authority being required) and complies with paragraph 13 of Schedule 14 (Permitted Restructuring) (applying mutatis mutandis as if any reference therein to any shareholders agreement relating to WXAT were a reference to the Holdco Shareholders Agreement and as if any reference therein to WXAT were a reference to Holdco).
(b) Upon and after the commencement of the WXAT Share Reorganisation, the WXAT Shareholders Agreement has been entered by the parties thereto, is in full force and effect and complies with paragraph 16 13 of Schedule 14 (Permitted Restructuring) and is on terms such that no merger control filing with or any anti-trust clearance from MOFCOM or any other applicable Governmental Authority is required (or, if any such filing or clearance is required, all such filings have been made and all such clearances have been obtained without adverse conditions).
(c) Except with the prior written consent of (at any time on or prior to the Closing Date) the Mandated Lead Arrangers or (at any time after the Closing Date) the Facility Agent (acting on the instructions of the Majority Lenders):
(i) there has been no amendment, variation or supplement of or to, or any waiver by any party to any Shareholder Document of, any of the terms of any Shareholder Document in any manner that (A) would reasonably be expected to be materially adverse to the interests of the Finance Parties or Parties, (B) (in the case of the WXAT Shareholders’ Agreement) would result in any non-compliance with or adversely affect the implementation of any of the requirements set out in paragraph 16 13 of Schedule 14 (Permitted Restructuring) or (C) (in the case of the Holdco Shareholders Agreement) would result in any non-compliance with or adversely affect the implementation of any of the requirements set out in paragraph 13 of Schedule 14 (Permitted Restructuring) (applying mutatis mutandis as if any reference therein to any shareholders agreement relating to WXAT were a reference to the Holdco Shareholders Agreement and as if any reference therein to WXAT were a reference to Holdco);
(ii) no party to any Shareholder Document has given any consent (which (A) would reasonably be expected to be materially adverse to the interests of the Finance Parties or Parties, (B) (in the case of the WXAT Shareholders’ Agreement) would result in any non-compliance with or adversely affect the implementation of any of the requirements set out in paragraph 16 13 of Schedule 14 (Permitted Restructuring) or (C) (in the case of the Holdco Shareholders Agreement) would result in any non-compliance with or adversely affect the implementation of any of the requirements set out in paragraph 13 of Schedule 14 (Permitted Restructuring) (applying mutatis mutandis in the case of any consent under Holdco Shareholders Agreement as if any reference therein to any shareholders agreement relating to WXAT were a reference to the Holdco Shareholders Agreement and as if any reference therein to WXAT were a reference to Holdco)) under any Shareholder Document.
(d) There has been no termination, rescission or cancellation of any of the Shareholder Documents and each of the Shareholder Documents (other than the Shareholder Terms) is in full force and effect.
(e) There has been no assignment by any Transaction Obligor or Holdco of the Holdco Shareholders Agreement or any rights or obligations thereunder (other than any assignment constituted by any Transaction Security).
(f) If the WXAT Shareholders Agreement has been entered into, there has been no assignment by any Transaction Obligor or WXAT of the WXAT Shareholders Agreement or any rights or obligations thereunder (other than any assignment constituted by any Transaction Security).
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