Common use of VARIATION AND TERMINATION Clause in Contracts

VARIATION AND TERMINATION. All and any of the provisions of this agreement may be deleted, varied, supplemented, restated or otherwise changed in any way at any time with the prior written consent of (i) the Company, (ii) the holders of a majority of Equity Shares in issue, and (iii) the Investor Majority, in which event such change shall be binding against all of the parties to this agreement provided that, in addition: if such change would impose any new obligations on a party, or vary an express, contractual right particular to a party under clause 4 (The Board), 5 (Information Rights) [or] 7.6 [or 30 (US Tax Covenants)] of this agreement or increase any existing obligation, the consent of the affected party to such change shall be specifically required; and/or [if such change concerns the declassification of an Investor as a Major Investor]; and/or [if such change would adversely affect the [Major] Investors otherwise than on a pari passu pro rata basis, and/or if the change concerns the removal of an Investor's right to appoint a Director or observer pursuant to this agreement, the consent of each of the affected [Major] Investors to such change shall be required]. This agreement may be terminated with the prior written consent of (i) the Company, (ii) the holders of a majority of Equity Shares in issue, and (iii) the Investor Majority, in which event such termination shall be binding against all of the parties to this agreement provided that, in addition: nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its termination; and/or [if such termination would adversely affect the [Major] Investors otherwise than on a pari passu pro rata basis, and/or if the termination concerns the removal of an Investor's right to appoint a Director or observer pursuant to this agreement, the consent of each of the affected [Major] Investors to such termination shall be required; and/or] [if such termination concerns the declassification of an Investor as a Major Investor]; and/or if such termination concerns the termination of an express, contractual right particular to a party under clause 4 (The Board), 5 (Information rights) [or] 7.6 [or 30 (US Tax Covenants)] of this agreement, the consent of that party to such termination shall be required. [This agreement shall terminate and cease to have effect upon an IPO approved in accordance with clause 6 (Consent Matters) and Part 1 of Schedule 2 (Consent Matters) save that nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its termination.] [If the Subscription Agreement is terminated in accordance with clause 4.5 of that agreement, this agreement shall terminate and cease to have effect, provided that: the provisions of clause 1 (Definitions) (in so far as they are used in the clauses and schedules referred to in this clause), clauses 2 (Interpretation), 11 (Confidentiality), 15 (Waiver), 16 (Entire agreement), this 17.4 and 18 (No partnership) to 27 (Jurisdiction) (inclusive) shall survive any such termination; and nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its termination.]20 Nothing in this agreement is intended to or shall be construed as establishing or implying any partnership of any kind between the parties. Subject to clauses 19.3 and 20.2, this agreement is personal to the parties and no party shall: assign any of its rights under this agreement; transfer any of its obligations under this agreement; sub-contract or delegate any of its obligations under this agreement; or charge or deal in any other manner with this agreement or any of its rights or obligations, save that an Investor shall be entitled to delegate any of its obligations under this agreement to its general partner or the management company authorised from time to time to act on behalf of that Investor. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in contravention of clause 19.1 shall be ineffective. An Investor may assign the whole or part of any of its rights in this agreement to any person who has received a transfer of shares in the capital of the Company from such Investor in accordance with the Articles and has executed an Adherence Agreement. Subject to clause 20.2 and save as expressly provided in this agreement, this agreement does not confer any rights on any person or party (other than the parties to this agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999. The general partner of an Investor or the management company authorised from time to time to act on behalf of that Investor or another person or persons nominated by that Investor, shall be entitled to enforce all of the rights and benefits under this agreement at all times as if party to this agreement. A person who executes an Adherence Agreement in accordance with clause 9 shall be bound by, and shall be entitled to enforce, the terms of this agreement as though such person were signatory hereto and shall thereupon be a party hereto. The obligations of confidentiality in clause 11 and the Founders' undertakings and covenants in clause 10 are assumed for the benefit of each Group Company. Each Group Company may rely on and enforce the obligations of confidentiality in clause 11 and the undertakings and covenants in clause 10. Subject to any applicable law, in the event of any ambiguity or conflict between this agreement and the Articles, the terms of this agreement shall prevail as between the Shareholders and in such event the Shareholders shall procure such modification to the Articles as shall be necessary.

VARIATION AND TERMINATION. 20.1 All and any of the provisions of this agreement Agreement may be deleted, varied, supplemented, restated or otherwise changed in any way at any time with the prior written consent of of: (ia) the Company, Board; (iib) Shareholders holding at least 75 per cent of the holders of a majority of Equity issued Shares in issue, (excluding Treasury Shares) held by the Shareholders; and (iiic) the an Investor Majority, in which event such change shall be binding against on all of the parties to this agreement hereto provided that, in addition: if such change would would: (i) impose any new obligations on a party, or vary an express, ; (ii) amend a specific contractual right particular to of a party under pursuant to clause 4 (The Board)3, 4, 5 and/or this clause 20 and/or any definitions relating to the foregoing; (Information Rightsiii) [or] 7.6 [or 30 (US Tax Covenants)] of this agreement or increase any existing obligation; (iv) deprive an Investor of its rights under this Agreement without the consent of that Investor, unless such amendment similarly deprives all Investors holding Shares of the same class as that Investor; or (v) materially and adversely vary the rights attaching to any class of shares held by an Investor, the consent of the affected party or Investor (as applicable) to such change shall be specifically required; and/or [if . For the purposes of the foregoing, if, at the time that consent to an amendment to this Agreement is sought, A▇▇▇▇▇ ▇▇▇▇▇▇▇ holds 25% or more of the issued voting Shares (excluding Treasury Shares) held by the Shareholders, he shall, provided that such change concerns amendment affects each Shareholder equally (having regard to their respective class and holdings of Shares), be deemed to hold 24.99% of such issued Shares for the declassification purposes of an Investor as this clause 20.1, and each other Shareholder shall be deemed to hold such number of issued Shares that it actually holds plus a Major Investor]; and/or [if such change would adversely affect the [Major] Investors otherwise than on a pari passu number of issued Shares equal to its pro rata basis, and/or if the change concerns the removal of an Investor's right to appoint a Director or observer pursuant to this agreement, the consent of each portion of the affected [Major] Investors to disenfranchised issued Shares of A▇▇▇▇▇ ▇▇▇▇▇▇▇ (such change shall be required]. “pro rata portion” being calculated based on the number of issued voting Shares held between such other Shareholders). 20.2 This agreement Agreement may be terminated with the prior written consent of of: (ia) the Company, Board; (iib) Shareholders holding at least 75 per cent of the holders of a majority of Equity issued Shares in issue, (excluding Treasury Shares) held by the Shareholders; and (iiic) the an Investor Majority, in which event such termination shall be binding against on all of the parties to this agreement provided that, in addition: nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its termination; and/or [if such termination would adversely affect the [Major] Investors otherwise than on a pari passu pro rata basis, and/or if the termination concerns the removal of an Investor's right to appoint a Director or observer pursuant to this agreement, the consent of each of the affected [Major] Investors to such termination shall be required; and/or] [if such termination concerns the declassification of an Investor as a Major Investor]; and/or if such termination concerns the termination of an express, contractual right particular to a party under clause 4 (The Board), 5 (Information rights) [or] 7.6 [or 30 (US Tax Covenants)] of this agreement, the consent of that party to such termination shall be required. [This agreement shall terminate and cease to have effect upon an IPO approved in accordance with clause 6 (Consent Matters) and Part 1 of Schedule 2 (Consent Matters) hereto save that nothing in this clause shall release any party from liability for breaches of this agreement Agreement which occurred prior to its termination.] [If the Subscription 20.3 This Agreement is terminated in accordance with clause 4.5 of that agreement, this agreement shall terminate and cease to have effect, effect upon the first to occur of (i) an IPO; (ii) consummation by the Company of a Holding Company Reorganisation (provided that: that a shareholders’ agreement relating to the provisions new Holding Company substantially on the terms of clause 1 this Agreement has been entered into between the relevant parties); (Definitionsiii) (in so far as they are used in the clauses and schedules referred to in this clause), clauses 2 (Interpretation), 11 (Confidentiality), 15 (Waiver), 16 (Entire agreement), this 17.4 and 18 (No partnership) to 27 (Jurisdiction) (inclusive) shall survive any such terminationa Share Sale; and (iv) all of the Subscribers and Non Investing Shareholders, and/or their Permitted Transferees, ceasing to hold or beneficially own any Shares, save that nothing in this clause shall release any party from liability for breaches of this agreement Agreement which occurred prior to its termination.]20 Nothing in this agreement is intended to or shall be construed as establishing or implying any partnership of any kind between the parties. Subject to clauses 19.3 and 20.2, this agreement is personal to the parties and no party shall: assign any of its rights under this agreement; transfer any of its obligations under this agreement; sub-contract or delegate any of its obligations under this agreement; or charge or deal in any other manner with this agreement or any of its rights or obligations, save that an Investor shall be entitled to delegate any of its obligations under this agreement to its general partner or the management company authorised from time to time to act on behalf of that Investor. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in contravention of clause 19.1 shall be ineffective. An Investor may assign the whole or part of any of its rights in this agreement to any person who has received a transfer of shares in the capital of the Company from such Investor in accordance with the Articles and has executed an Adherence Agreement. Subject to clause 20.2 and save as expressly provided in this agreement, this agreement does not confer any rights on any person or party (other than the parties to this agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999. The general partner of an Investor or the management company authorised from time to time to act on behalf of that Investor or another person or persons nominated by that Investor, shall be entitled to enforce all of the rights and benefits under this agreement at all times as if party to this agreement. A person who executes an Adherence Agreement in accordance with clause 9 shall be bound by, and shall be entitled to enforce, the terms of this agreement as though such person were signatory hereto and shall thereupon be a party hereto. The obligations of confidentiality in clause 11 and the Founders' undertakings and covenants in clause 10 are assumed for the benefit of each Group Company. Each Group Company may rely on and enforce the obligations of confidentiality in clause 11 and the undertakings and covenants in clause 10. Subject to any applicable law, in the event of any ambiguity or conflict between this agreement and the Articles, the terms of this agreement shall prevail as between the Shareholders and in such event the Shareholders shall procure such modification to the Articles as shall be necessarytermination.

VARIATION AND TERMINATION. All and any 28.1. Except with the prior express written approval of both (a) Shareholders holding not less than 60% of the provisions outstanding Ordinary Shares and (b) Investors holding not less than 60% of the Preferred Shares that are in issue immediately following Completion (as defined in the Oak Subscription Agreement) (clauses (a) and (b) of this agreement clause 28.1, collectively, the “Requisite Approval”), no provision of this Agreement may be deleted, varied, supplemented, restated or otherwise changed in any way way, at any time with the prior written consent of (i) the Company, (ii) the holders of a majority of Equity Shares in issue, and (iii) the Investor Majoritytime, in any manner (other than the making of any immaterial amendments approved by the Board which event such will not adversely affect the rights or obligations of the Investors or ICTS). Any change for which Requisite Approval has been obtained shall be binding against all of the parties hereto except to this agreement provided that, in addition: if the extent that such change would (i) impose any new material obligations on a party, or (ii) materially and adversely vary or affect an express, express contractual or legal right particular to of a party under clause 4 this Agreement, or (The Board), 5 (Information Rightsiii) [or] 7.6 [or 30 (US Tax Covenants)] of this agreement or materially increase any existing obligationobligation of a party under this Agreement, the consent of the which, in each such case, shall be binding on each affected party to such change shall be specifically required; and/or [only if such change concerns the declassification of an Investor as a Major Investor]; and/or [if was approved by such change would adversely affect the [Major] Investors otherwise than on a pari passu pro rata basis, and/or if the change concerns the removal of an Investor's right to appoint a Director or observer pursuant to this agreement, the consent of each of the affected [Major] Investors to such change shall be required]party. 28.2. This agreement Agreement may be terminated only with (a) the prior written consent of the Company and (ib) the Company, (ii) the holders of a majority of Equity Shares in issue, and (iii) the Investor MajorityRequisite Approval, in which event such termination shall be binding against all of the parties to this agreement provided hereto; provided, that, in addition: nothing in this clause 28.2 shall release any party from liability for breaches of this agreement Agreement which occurred prior to its termination; and/or [if . Following any such termination would adversely affect the [Major] Investors otherwise than on a pari passu pro rata basis, and/or if the termination concerns the removal of an Investor's right to appoint a Director or observer pursuant to this agreementtermination, the consent of each of the affected [Major] Investors to parties that approved such termination shall be required; and/or] [if not, and shall procure that none of their Permitted Transferees shall, enter into or allow any Replacement Arrangements to subsist unless the prior written consent of the parties that did not approve such termination concerns the declassification of an Investor as a Major Investor]; and/or if such termination concerns the termination of an express, contractual right particular to a party under clause 4 (The Board), 5 (Information rights) [or] 7.6 [or 30 (US Tax Covenants)] of this agreement, the consent of that party to such termination shall be requiredhas been obtained. 28.3. [This agreement Agreement shall terminate and cease to have effect upon an IPO approved in accordance with clause 6 12 (Consent Reserved Matters) and Part 1 of Schedule 2 (Consent Matters) save that ); provided, that, nothing in this clause 28.3 shall release any party from liability for breaches of this agreement Agreement which occurred prior to its termination.] [If 28.4. Prior to the Subscription Agreement is terminated in accordance with clause 4.5 of that agreement, this agreement shall terminate and cease to have effect, provided that: the provisions of clause 1 (Definitions) (in so far as they are used in the clauses and schedules referred to in this clause), clauses 2 (Interpretation), 11 (Confidentiality), 15 (Waiver), 16 (Entire agreement), this 17.4 and 18 (No partnership) to 27 (Jurisdiction) (inclusive) shall survive any such termination; and nothing in this clause shall release any party from liability for breaches termination of this agreement which occurred prior to its termination.]20 Nothing in this agreement is intended to or shall be construed as establishing or implying any partnership Agreement, none of any kind between the parties. Subject to clauses 19.3 and 20.2, this agreement is personal to the parties and no party shall: assign any of its rights under this agreement; transfer any of its obligations under this agreement; sub-contract or delegate any of its obligations under this agreement; or charge or deal in any other manner with this agreement or any of its rights or obligations, save that an Investor shall be entitled to delegate any of its obligations under this agreement to its general partner or the management company authorised from time to time to act on behalf of that Investor. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in contravention of clause 19.1 shall be ineffective. An Investor may assign the whole or part of any of its rights in this agreement to any person who has received a transfer of shares in the capital of the Company from such Investor in accordance with the Articles and has executed an Adherence Agreement. Subject to clause 20.2 and save as expressly provided in this agreement, this agreement does not confer any rights on any person or party (other than the parties to this agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999. The general partner of an Investor or the management company authorised from time to time to act on behalf of that Investor or another person or persons nominated by that Investor, shall be entitled to enforce all of the rights and benefits under this agreement at all times as if party to this agreement. A person who executes an Adherence Agreement in accordance with clause 9 shall be bound by, and shall be entitled procure that none of their Permitted Transferees shall, enter into any contracts or arrangements with another party or its Permitted Transferees relating to enforce, the terms subject matter of this agreement as though Agreement to the exclusion of another party (the “Excluded Third Party”), in any such person were signatory hereto and shall thereupon be a party hereto. The obligations of confidentiality in clause 11 and case without obtaining the Founders' undertakings and covenants in clause 10 are assumed for the benefit prior written consent of each Group Excluded Third Party that is materially, disproportionately (disregarding, for this purpose, such party’s percentage ownership of the Company. Each Group Company may rely on ) and enforce the obligations of confidentiality in clause 11 and the undertakings and covenants in clause 10. Subject to any applicable law, in the event of any ambiguity or conflict between this agreement and the Articles, the terms of this agreement shall prevail as between the Shareholders and in such event the Shareholders shall procure such modification to the Articles as shall be necessaryadversely affected thereby.

VARIATION AND TERMINATION. All and any of the provisions of this agreement may be deleted, varied, supplemented, restated or otherwise changed in any way at any time with the prior written consent of (i) the Company, (ii) the holders of [a majority of Equity Shares in issue], (iii) [•]22, and (iiiiv) the an Investor Majority, in which event such change shall be binding against all of the parties to this agreement provided that, in addition: if such change would impose any new obligations on a party, or vary an express, contractual right particular to a party under clause clauses 4 (The Board), ) [or] 5 (Information Rights) [[or] 7.6 7.6] [or 30 31 (US Tax Covenants)] of this agreement or increase any existing obligation, the consent of the affected party to such change shall be specifically required; and/or [and/or] [if such change concerns amends the declassification definition of Major Investor so that an Investor ceases to qualify as a Major Investor], the consent of each of the affected Investors to such change shall be required; and/or and/or] [if such change would adversely affect the [Major] Investors otherwise than on a pari passu pro rata basis, and/or if the change concerns the removal of an Investor's right to appoint a Director or observer Investor Observer pursuant to this agreement, the consent of each of the affected [Major] Investors to such change shall be required]. This agreement may be terminated with the prior written consent of (i) the Company, (ii) [the holders of a majority of Equity Shares in issue], (iii) [•]23, and (iiiiv) the an Investor Majority, in which event such termination shall be binding against all of the parties to this agreement provided that, in addition: nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its termination; and/or if such termination concerns termination of an express contractual right particular to a party under clauses 4 (The Board) [or] 5 (Information rights) [[or] 7.6] [or 30 (US Tax Covenants)] of this agreement, the consent of that party to such termination shall be required; and/or] [if such termination amends the definition of Major Investor so that an Investor ceases to qualify as a Major Investor, the consent of each of the affected Investors to such termination shall be required[; and/or] if such termination would adversely affect the [Major] Investors otherwise than on a pari passu pro rata basis, and/or if the termination concerns the removal of an Investor's ’s right to appoint a Director or observer Investor Observer pursuant to this agreement, the consent of each of the affected [Major] Investors to such termination shall be required; and/or] [if such termination concerns the declassification of an Investor as a Major Investor]; and/or if such termination concerns the termination of an express, contractual right particular to a party under clause 4 (The Board), 5 (Information rights) [or] 7.6 [or 30 (US Tax Covenants)] of this agreement, the consent of that party to such termination shall be required. [This agreement shall terminate and cease to have effect upon an IPO approved in accordance with clause 6 (Consent Matters) and Part 1 of Schedule 2 (Consent Matters) save that nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its termination.] [If the Subscription Agreement is terminated in accordance with clause 4.5 of that agreement, this agreement shall terminate and cease to have effect, provided that: the provisions of clause 1 (Definitions) (in so far as they are used in the clauses and schedules referred to in this clause), clauses 2 (Interpretation), 11 12 (Confidentiality), 15 16 (Waiver), 16 17 (Entire agreement), this 17.4 18.4 and 18 19 (No partnership) to 27 28 (Jurisdiction) (inclusive) shall survive any such termination; and nothing in this clause shall release any party from liability for breaches of this agreement which occurred prior to its termination.]20 termination.]24 Nothing in this agreement is intended to or shall be construed as establishing or implying any partnership of any kind between the parties. Subject to clauses 19.3 20.3 and 20.221.2, this agreement is personal to the parties and no party shall: assign any of its rights under this agreement; transfer any of its obligations under this agreement; sub-contract or delegate any of its obligations under this agreement; or charge or deal in any other manner with this agreement or any of its rights or obligations, save that an Investor shall be entitled to delegate any of its obligations under this agreement to its general partner or the management company authorised from time to time to act on behalf of that Investor. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in contravention of clause 19.1 20.1 shall be ineffective. An Investor (or its Permitted Transferees who holds Shares) may assign the whole or part of any of its rights in this agreement to any person who has received a transfer of shares in the capital of the Company from such Investor (or its Permitted Transferees who holds Shares) in accordance with the Articles and has executed an Adherence Agreement. Subject to clause 20.2 21.2 and save as expressly provided in this agreement, this agreement does not confer any rights on any person or party (other than the parties to this agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999. The general partner of an Investor (or any Permitted Transferee of such Investor) or the management company authorised from time to time to act on behalf of that Investor or another person or persons nominated by that Investor, shall be entitled to enforce all of the rights and benefits under this agreement at all times as if party to this agreement. A person who executes an Adherence Agreement in accordance with clause 9 (Further issue and transfer of shares) shall be bound by, and shall be entitled to enforce, the terms of this agreement as though such person were signatory hereto and shall thereupon be a party hereto. The obligations of confidentiality in clause 11 12 and the Founders' undertakings and covenants in clause 10 are assumed for the benefit of each Group Company. Each Group Company may rely on and enforce the obligations of confidentiality in clause 11 12 and the undertakings and covenants in clause 10. Subject to any applicable law, in the event of any ambiguity or conflict between this agreement and the Articles, the terms of this agreement shall prevail as between the Shareholders and in such event the Shareholders shall procure such modification to the Articles as shall be necessary.