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NTRS » Topics » The Conditions

This excerpt taken from the NTRS 10-K filed Mar 14, 2005.

The Conditions

 

1. The consent of each of the regulators set out in column 3 to a change of control as envisaged by the terms of this Agreement of the entities set out in column 1 of the following table having been obtained, provided that such consent does not impose any unduly onerous conditions or restrictions on the Purchaser, the Group or the Business:

 

[table omitted]

 

2. The Completion Run Rate Revenues being no less than [*confidential treatment requested/material filed separately*]% of the Initial Run Rate Revenues.

 

3. The consent of each of the Board of Governors of the Federal Reserve System and the Illinois Department of Financial and Professional Regulation to the transactions envisaged by this Agreement having been obtained, provided that such consent does not impose any unduly onerous conditions or restrictions on the Purchaser, the Group or the Business.

 

4. No legislation, regulation, temporary restraining order, preliminary or permanent injunction or other order issued by a court or other Government Entity of competent jurisdiction being in effect which has the effect of making the sale and purchase of the Shares or any other transaction contemplated by this Agreement and referred to in clause 6 illegal or otherwise prohibiting its completion;

 

5. There being no actual or pending or threatened suit, action, investigation or proceeding seeking to restrain or prohibit the sale and purchase of the Shares or any other transaction contemplated by this Agreement and referred to in clause 6.

 

6. No breach of the Warranties or the Tax Warranties having occurred which individually or in the aggregate has a material adverse effect on the condition or prospects of the Group or the Seller’s ability to perform its obligations under this Agreement.

 

7. The acquisition by MassMutual Holding LLC of the whole of the shares of Baring Asset Management Limited and Baring Investment Services Limited (the “MM Transaction”) having become unconditional in all respects save for completion of the transactions completed by this Agreement and each of the members of the IMG Group that has executed the Administration Services Agreements or the Transitional Services Agreements remaining a subsidiary of Baring Asset Management Limited or MassMutual Holding LLC.

 

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8. The Irish Financial Services Regulatory Authority (“IFSRA”) [*confidential treatment requested/material filed separately*], on terms reasonably acceptable to the Purchaser having taken place.

 

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