Urs Corporation Recommended Cash Offer For Scott -10-

28th Jun 2010 07:00

context of the Wider Scott Wilson Group taken as a whole, in: (i) any assets or interests of any member of the Wider Scott Wilson Group being or falling to be disposed of or charged in any way or ceasing to be available to any member of the Wider Scott Wilson Group or any right arising under which any such asset or interest could be required to be disposed of or charged in any way or could cease to be available to any member of the Wider Scott Wilson Group otherwise than in the ordinary course of business; or (ii) any moneys borrowed by or other indebtedness (actual or contingent) of, or any grant available to, any member of the Wider Scott Wilson Group being or becoming repayable or capable of being declared repayable immediately or earlier than the repayment date stated in such agreement or the ability of such member of the Wider Scott Wilson Group to borrow monies or incur any borrowing or indebtedness becoming or being capable of becoming withdrawn, inhibited or prohibited; or (iii) any such agreement, arrangement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider Scott Wilson Group thereunder being, or being capable of being, terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder; or (iv) the rights, liabilities, obligations, interests or business of any member of the Wider Scott Wilson Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated or adversely modified or affected; or (v) the financial or trading position or prospects or value of any member of the Wider Scott Wilson Group being prejudiced or adversely affected; or (vi) the creation of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Scott Wilson Group or any such security (whenever created, arising or having arisen) becoming enforceable or being enforced; or (vii) any member of the Wider Scott Wilson Group ceasing to be able to carry on business under any name under which or on the terms on which it currently does so; or (viii) the creation of actual or contingent liabilities by any member of the Wider Scott Wilson Group; or (ix) the ability of any member of the Wider URS Group to carry on any business or activity being adversely affected in any material respect, and no event having occurred which, under any provision of any such agreement, arrangement, licence, permit, franchise or other instrument could result in any of the events or circumstances as are referred to paragraphs (i) to (ix) (inclusive) of this Condition 3(e); (f) since the Accounting Date, and except as Disclosed no member of the Scott Wilson Group having: (i) issued or agreed to issue or authorised or proposed the issue or grant of additional shares of any class or securities convertible into or exchangeable for, rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury, other than (i) as between Scott Wilson and wholly-owned subsidiaries of Scott Wilson and (ii) any shares issued upon the exercise of options granted under the Scott Wilson Employee Share Schemes); or (ii) redeemed, purchased, repaid or reduced or proposed the redemption, purchase, repayment or reduction of any part of its share capital or made or proposed the making of any other change to its share capital (other than pursuant to the implementation of the Scheme or the Offer); or (iii) (other than as a transaction between Scott Wilson or a wholly-owned subsidiary of Scott Wilson or between such wholly-owned subsidiaries) made or authorised any change in its loan capital; or (iv) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus issue or other distribution whether payable in cash or otherwise; or (v) (other than as a transaction between Scott Wilson or a wholly-owned subsidiary of Scott Wilson or between such wholly-owned subsidiaries) merged with or demerged from, or acquired, any body corporate, partnership or business or authorised or proposed or announced any intention to propose the same; or (vi) (other than as a transaction between Scott Wilson or a wholly-owned subsidiary of Scott Wilson or between such wholly-owned subsidiaries or an acquisition or disposal in the ordinary course of business) acquired or disposed of, transferred, mortgaged or charged, or created or granted any security interest over, any assets (including shares and trade investments) or authorised or proposed or announced any intention to propose any acquisition, disposal, transfer, mortgage, charge or creation or grant of any mortgage, charge or other security interest (which in any case is material in the context of the Scott Wilson Group taken as a whole); or (vii) issued or authorised or proposed the issue of, or made any changes to, any debentures or incurred or, save in the ordinary course of business, increased any borrowings, indebtedness or liability (actual or contingent) of any aggregate amount which is material in the context of the Scott Wilson Group taken as a whole; or (viii) entered into or varied, or authorised or proposed the entry into or variation of, or announced its intention to enter into or vary, any transaction, arrangement, contract or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or could involve an obligation of such nature or magnitude or which is or could be restrictive to the existing business of any member of the Wider Scott Wilson Group or which is other than in the ordinary course of business and which in any case is material in the context of the Scott Wilson Group taken as a whole; or (ix) other than in relation to the implementation of the Scheme or Offer, entered into, implemented, effected, authorised or proposed or announced its intention to enter into, implement, effect, authorise or propose any contract, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in respect of itself or another member of the Wider Scott Wilson Group otherwise than in the ordinary course of business which is material in the context of the Scott Wilson Group taken as a whole; or (x) waived or compromised any claim which is material in the context of the Scott Wilson Group taken as a whole; or (xi) entered into or varied or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract with any of the directors or senior executives of Scott Wilson or (to the extent it is material in the context of the Scott Wilson Group taken as a whole) any of the directors or senior executives of any other member of the Scott Wilson Group; or (xii) other than in respect of a body corporate which was dormant and solvent at the relevant time taken or proposed any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues or for any analogous proceedings or steps in any jurisdiction or for the appointment of any analogous person in any jurisdiction and which in any case is material in the context of the Scott Wilson Group taken as a whole; or (xiii) has been unable, or admitted in writing that it is unable, to pay its debts or has stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business and which in any case is material in the context of the Wider Scott Wilson Group taken as a whole; or (xiv) other than as required by the implementation of the Scheme or the Offer, made any alteration to its memorandum or articles of association, or other incorporation documents; or (xv) made or agreed or consented to: any material change: +------+-----------------------------------------+ | (aa) | to the terms of the pension | | | arrangements the Scott Wilson Group | | | operates or participates in for the | | | benefit of its directors, employees or | | | their dependants; or | +------+-----------------------------------------+ | (bb) | the benefits which accrue or to the | | | pensions which are payable thereunder; | | | or | +------+-----------------------------------------+ | (cc) | the basis on which qualification for, | | | or accrual or entitlement to such | | | benefits or pensions are calculated or | | | determined; or | +------+-----------------------------------------+ | (dd) | the basis upon which the liabilities | | | (including pensions) or such pension | | | arrangements are funded or made: | +------+-----------------------------------------+ in each case, which has an effect that is material in the context of the Wider Scott Wilson Group taken as a whole and excluding changes which (i) have been Disclosed; or (ii) would have the effect of decreasing the liability of any such (MORE TO FOLLOW) Dow Jones Newswires June 28, 2010 02:00 ET (06:00 GMT)