THE LISTING RULES OF THE FINANCIAL SERVICES AUTHORITY
(AS APPLICABLE);
(E)
IT SHALL KEEP THE FACILITY AGENT INFORMED
OF THE MATERIAL DEVELOPMENTS OF THE BASEBALL SCHEME AND THE BASEBALL ACQUISITION
AND NOTIFY THE FACILITY AGENT OF ANY CIRCUMSTANCES WHICH MAY LEAD TO WITHDRAWAL
OF THE BASEBALL SCHEME OR THE BASEBALL ACQUISITION;
(F)
IT SHALL PROVIDE THE FACILITY AGENT WITH
ANY MATERIAL UPDATED FINANCIAL INFORMATION ON THE BASEBALL GROUP, AND SUCH OTHER
INFORMATION RELEVANT TO THE BASEBALL SCHEME AND THE BASEBALL ACQUISITION AS THE
FACILITY AGENT MAY REASONABLY REQUEST (INCLUDING WITHOUT LIMITATION, COPIES OF
ANY PRESS OR PUBLIC ANNOUNCEMENTS AND ANY MATERIAL DOCUMENTS OR STATEMENTS
ISSUED BY THE TAKEOVER PANEL OR ANY REGULATORY AUTHORITY IN CONNECTION WITH THE
BASEBALL SCHEME OR THE BASEBALL ACQUISITION);
(G)
IT SHALL NOT INCREASE THE CASH PRICE PER
SHARE UNDER THE CASH ONLY OPTION AT WHICH THE BASEBALL ACQUISITION IS BEING
MADE;
(H)
IT SHALL NOT WAIVE OR AMEND ANY CONDITION TO
THE BASEBALL SCHEME AS SET OUT IN THE BASEBALL SCHEME DOCUMENTS, EXCEPT IN ANY
CASE WHERE SUCH AMENDMENT OR WAIVER:
(I)
COULD NOT REASONABLY BE EXPECTED TO BE
MATERIALLY PREJUDICIAL TO THE INTERESTS OF THE LENDERS; OR
128
(II)
IS REQUIRED BY THE TAKEOVER PANEL, THE
TAKEOVER CODE, THE RULES OR REQUIREMENTS OF ANY STOCK EXCHANGE WITH JURISDICTION
OVER BASEBALL CASH BIDCO OR ANY OTHER APPLICABLE LAW OR REGULATION;
(I)
IT SHALL NOT MAKE ANY PUBLIC STATEMENTS
RELATING TO THE FINANCING OF THE BASEBALL ACQUISITION UNLESS REQUIRED TO DO SO
BY THE TAKEOVER CODE OR TAKEOVER PANEL, ANY APPLICABLE STOCK EXCHANGE WITH
JURISDICTION OVER BASEBALL CASH BIDCO OR ANY APPLICABLE GOVERNMENTAL OR OTHER
REGULATORY AUTHORITY;
(J)
IT SHALL ENSURE THAT NEITHER OF THE
BASEBALL BIDCOS, NOR (USING ALL REASONABLE ENDEAVOURS) ANY PERSON ACTING IN
CONCERT (AS DEFINED IN THE TAKEOVER CODE) WITH THEM, SHALL BE OBLIGED TO MAKE AN
OFFER TO SHAREHOLDERS OF BASEBALL UNDER RULE 9 OF THE TAKEOVER CODE;
AND
(K)
IT SHALL PROCURE THAT AS SOON AS REASONABLY
PRACTICABLE, AFTER THE BASEBALL EFFECTIVE DATE, BASEBALL IS DELISTED AND
RE-REGISTERED AS A PRIVATE COMPANY.
25.
NEGATIVE UNDERTAKINGS
25.1
CONTENT TRANSACTION
(A)
NOTWITHSTANDING ANY OTHER PROVISIONS OF
THIS AGREEMENT, NO CONTENT TRANSACTION SHALL BE RESTRICTED BY (NOR DEEMED TO
CONSTITUTE A UTILIZATION OF ANY OF THE PERMITTED EXCEPTIONS TO) ANY PROVISION OF
THIS AGREEMENT, NEITHER SHALL THE IMPLEMENTATION OF ANY CONTENT TRANSACTION
CONSTITUTE A BREACH OF ANY PROVISION OF ANY FINANCE DOCUMENT, PROVIDED THAT:
(I)
THE CASH PROCEEDS OF ANY CONTENT
TRANSACTION ARE APPLIED IN ACCORDANCE WITH CLAUSE 12 (MANDATORY PREPAYMENT AND
CANCELLATION);
(II)
AFTER GIVING PRO FORMA EFFECT FOR SUCH
CONTENT TRANSACTION, THE GROUP AND THE BANK GROUP CONTINUE TO BE IN COMPLIANCE
WITH CLAUSE 23.2 (RATIOS); AND
(III)
AT THE TIME OF COMPLETION OF SUCH CONTENT
TRANSACTION, NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND NO EVENT OF
DEFAULT WOULD OCCUR AS A RESULT OF SUCH CONTENT TRANSACTION.
(B)
ANY JOINT VENTURE ESTABLISHED PURSUANT TO A
CONTENT TRANSACTION SHALL THEREAFTER NOT BE SUBJECT TO ANY RESTRICTIONS UNDER
THIS