AND 2
REPRESENTING SELLER (THE "STEERING COMMITTEE").
5.5.2 CONDUCT OF THE BUSINESS.
FROM THE SIGNING DATE TO THE CLOSING, SELLER
SHALL PROCURE THAT EACH OF THE COMPANIES OPERATES ITS BUSINESS IN THE ORDINARY
COURSE OF ITS BUSINESS CONSISTENTLY WITH PAST PRACTICE SO AS TO PRESERVE THE
VALUE AND GOODWILL OF ITS BUSINESS.
NONE OF THE DECISIONS LISTED BELOW SHALL BE
TAKEN BY THE COMPANIES, WITHOUT THE AGREEMENT OF THE STEERING COMMITTEE:
(A) CHANGE THEIR ACCOUNTING METHODS OR PRACTICES (AS SUCH ACCOUNTING METHODS OR
PRACTICES ARE DESCRIBED IN THE APPENDIX TO THE AUDITED ANNUAL ACCOUNTS OF THAT
COMPANY) UNLESS PROVIDED FOR BY LAW;
(B) INCUR ANY OBLIGATION OR LIABILITY MATERIAL TO THE OPERATION OF THE BUSINESS,
(WHETHER ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE) EXCEPT IN THE ORDINARY
COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE OR IN CONNECTION WITH SELLER'S
REFINANCING BY WAY OF INTERCOMPANY LOAN PRIOR TO THE REFERENCE DATE OF (I) THE
THIRD PARTY BANKING DEBTS OF THE COMPANIES IN A MAXIMUM AMOUNT OF EUR 250
MILLION AND (II) THE DEFERRED PURCHASE PRICE PAYABLE TO NTL INC.;
(C) MORTGAGE, PLEDGE OR SUBJECT TO ANY ENCUMBRANCES ANY OF THEIR ASSETS,
PROPERTIES OR RIGHTS, EXCEPT ENCUMBRANCES FOR TAXES NOT YET DUE AND PAYABLE AND
PURCHASE MONEY OR OTHER MINOR ENCUMBRANCES ARISING IN THE ORDINARY COURSE OF
BUSINESS;
(D) ENTER INTO ANY ARRANGEMENT, COMMITMENT OR AGREEMENT CREATING ANY ENCUMBRANCE
RELATING TO ITS SHARES OR LIMITING OR RESTRICTING IN ANY MANNER THE
TRANSFERABILITY OF ITS SHARES, OR PROVIDING FOR THE VOTING OF ITS SHARES,
OPTIONS, WARRANTS, OR OTHER RIGHTS TO PURCHASE ANY OF SUCH SECURITIES FROM ANY
THIRD PARTY;
(E) SELL OR TRANSFER ANY OF THEIR ASSETS MATERIAL TO THE OPERATION OF THE
BUSINESS OR CANCEL ANY DEBTS OR CLAIMS OR WAIVE ANY RIGHTS, EXCEPT IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE;
(F) DECLARE, SET ASIDE, MAKE OR PAY ANY DIVIDEND OR OTHER DISTRIBUTION IN
RESPECT OF, OR REDEEM ANY OF, THEIR SHARE CAPITAL (IN CASH OR OTHERWISE);
(G) ENTER INTO ANY JOINT VENTURE OR SIMILAR ARRANGEMENT;
(H) ACQUIRE, BY MERGER, CONSOLIDATION, PURCHASE OF STOCK OR ASSETS OR OTHERWISE,
ANY CORPORATION, PARTNERSHIP, ASSOCIATION OR OTHER BUSINESS ORGANIZATION;
12
(I) REORGANIZE, DISSOLVE OR ENTER INTO ANY PLAN OF LIQUIDATION OR DISSOLUTION OR
SIMILAR PROCEEDING;
(J) CANCEL, TERMINATE OR FAIL TO MAINTAIN ANY INSURANCE POLICY COMPARABLE IN
AMOUNT AND SCOPE TO CURRENT COVERAGE, EXCEPT IF REPLACED BY A NEW INSURANCE
POLICY PROVIDING FOR AT LEAST THE SAME COVERAGE AT PREMIUMS NOT MATERIALLY
HIGHER THAN THE INSURANCE POLICY BEING REPLACED;
(K) ACQUIRE OR AGREE TO ACQUIRE ANY ASSETS OR MAKE ANY INVESTMENT (OR ANY
COMMITMENT RELATING TO ANY SUCH INVESTMENT) FOR AN AMOUNT GREATER THAN EUR
2,000,000, OR COMMIT TO MAKE ANY CAPITAL EXPENDITURE IN EXCESS OF EUR 2,000,000,
OR ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT USED IN ITS OPERATIONS OTHER THAN
ORDINARY REPAIRS AND MAINTENANCE BUT, IN EACH CASE, EXCLUDING ANY INVESTMENT SET
FORTH IN THE BUDGET;
(L) ENTER INTO ANY NEW MATERIAL CONTRACT, OR AGREE TO ANY AMENDMENT THERETO, OR
ANY MASTER