Common use of Acquisition Process Clause in Contracts

Acquisition Process. Under and in accordance with applicable laws and regulations in Bermuda, the Acquisition will be implemented by first establishing SJNK’s special purpose company in Bermuda, and then merging it into Endurance, with Endurance as the surviving company (a reverse triangular merger). Through this process, SJNK will acquire all of Endurance’s outstanding ordinary shares in return for the payment of cash consideration to Endurance’s shareholders. • The Acquisition is subject to the approval of Endurance’s shareholders at its shareholders’ meeting, and to clearances and approvals of relevant regulators. • SOMPO intends to proceed expeditiously and expects to complete the acquisition process by the end of fourth quarter of SOMPO’s fiscal year ended March 2017 (January to March).