Announcement of the Transaction Clause Samples

Announcement of the Transaction. 1.1. Without undue delay (unverzüglich) after the signing of this Agreement, but in no event later than by 20 June 2024, (a) the Bidder shall publish its decision regarding the launch of the Delisting Purchase Offer pursuant to Section 10 WpÜG in a form reasonably agreed upon between the Parties (the “Offer Announcement”); and (b) concurrently, the Company shall publish a press release in a form reasonably agreed upon between the Parties. 1.2. The Parties shall take all actions necessary to complete the Delisting Purchase Offer, the Delisting, and the Transaction in accordance with this Agreement as soon as reasonably practicable after the Offer Announcement. 1.3. The Company hereby agrees that the Bidder may disclose a summary of the material content of this Agreement as part of the Offer Document as well as in press releases by the Bidder or Novartis AG issued in connection with the Delisting Purchase Offer, as well as a copy of this Agreement (including summaries thereof) as required by Law, including as part of the Schedule TO (as defined below). 1.4. Conversely, the Bidder hereby agrees that the Company may disclose a summary of the material content of this Agreement in press releases (in addition to any press release referred to in Section 1.3) as well as in the joint reasoned statement by the Management Board and the Supervisory Board pursuant to Section 27 WpÜG (the “Joint Reasoned Statement”), as well as a copy of this Agreement (including summaries thereof) as required by Law, including as part of the Schedule 14D-9 (as defined below). 1.5. As far as legally permissible, the Parties shall use their commercially reasonable efforts to cooperate with each other for purposes of supporting the Transaction and keep each other informed about all material circumstances relating to the Transaction, including any material communication, filing or submission with any competent authority. The Parties shall, to the extent legally permissible, promptly notify each other of the occurrence, or non-occurrence, of any event (including events not directly related to the Delisting Purchase Offer) which would be reasonably likely to result in the non-compliance with any of the respective Party’s obligations under this Agreement, or which would otherwise be reasonably likely to have a negative impact on the result and completion of the Transaction.

Announcement of the Transaction. Immediately after the execution of this document, the Company will issue a public announcement to ASX regarding the transactions the subject of this document in compliance with the ASX Listing Rules and in a form agreed with Apeiron prior to the execution of this document. (a) Except as permitted under clause 17.1, no party may make any announcement concerning this document or the Placement without the other party’s prior written approval, except where the announcement is required by law, the ASX Listing Rules or any Government Agency. (b) The parties must use all reasonable endeavours to participate constructively and promptly with respect to the approvals and consultation contemplated by clauses 17.1 and 17.2(a). (a) Subject to clause 18.2, each party must treat as confidential and not disclose, and must procure that its Representatives treat as confidential and not disclose the Confidential Information of the other party. (b) Each party acknowledges and agrees that it will only disclose Confidential Information of the other party to those Representatives of Apeiron who are informed of the first party's obligations under this clause 18 and agree to comply with such obligations as if they were the first party.

Announcement of the Transaction. (a) Immediately after the execution of this deed, TPG and VHA must issue public announcements in a form previously agreed to in writing between them. (b) The TPG announcement must include a unanimous recommendation by the TPG Board to TPG Shareholders that, in the absence of a Superior Proposal and subject to the Independent Expert concluding in the Independent’s Expert’s Report that the Scheme is in the best interests of TPG Shareholders, TPG Shareholders vote in favour of the Scheme and that subject to the same qualifications all the TPG Board Members intend to vote any TPG Shares they own, control or have a Relevant Interest in at the time of the Scheme Meeting in favour of the Scheme at the Scheme Meeting.

Announcement of the Transaction. Seller, CGC or Shareholder shall not make any public announcement related to the transactions contemplated herein without first receiving the expressed written consent from Buyer, which shall not be unreasonably withheld. Nothing in this section, however, shall prohibit any party from making such disclosure of this Agreement and the transactions contemplated hereby as may be required, in the reasonable opinion of such party, to be disclosed pursuant to the Laws of any jurisdiction, including, without limitation, the United States Securities and Exchange Commission.

Announcement of the Transaction. A▇▇ will coordinate with the auditor and legal counsel all the necessary steps from the announcement of the deal until de closing including:

Announcement of the Transaction. (a) Immediately after the execution of this deed, Target must issue a public announcement in a form previously agreed to in writing between Target and Bidder. (b) The Target announcement must include a unanimous recommendation by the Independent Board Committee to Target Shareholders that, in the absence of a Superior Proposal and subject to the Independent Expert concluding in the Independent’s Expert’s Report (and continuing to conclude) that the Scheme is in the best interest of Target Shareholders (other than Excluded Shareholders), Target Shareholders vote in favour of the Scheme and that subject to the same qualifications all the Independent Directors will vote (or will procure the voting of) all Independent Director Target Shares at the time of the Scheme Meetings in favour of the Scheme at the Scheme Meetings.

Announcement of the Transaction. (a) Immediately after the execution of this deed, V▇▇▇ and B▇▇▇▇▇ must issue public announcements in a form previously agreed to in writing between them. (b) The Veda announcement must include a unanimous recommendation by the Veda Board to Veda Shareholders that, in the absence of a Superior Proposal and subject to the Independent’s Expert’s concluding that the Scheme is fair and reasonable, Veda Shareholders vote in favour of the Scheme and that subject to the same qualifications all the members of the Veda Board will vote (or will procure the voting of) any Shares he or she holds or controls at the time of the Scheme Meeting in favour of the Scheme at the Scheme Meeting.

Announcement of the Transaction. Immediately after the execution of this deed, Sirtex and the Bidder must issue public announcements in a form previously agreed to in writing between them. The Sirtex announcement must include: (a) a unanimous recommendation by the directors of Sirtex to Sirtex Shareholders consistent with that set out in clause 5.5(a)(i); and (b) a statement consistent with that set out in clause 5.5(a)(ii).

Announcement of the Transaction. (a) Immediately after the execution of this deed, Asciano and Brookfield must, after consultation with the other party, each issue a public announcement in a form agreed to in writing between them. (b) Asciano agrees that its public announcement will include a unanimous recommendation by the Asciano Board to Asciano Shareholders that, in the absence of a Superior Proposal and subject to any unfavourable conclusion in the Independent’s Expert’s Report, Asciano Shareholders vote in favour of the Scheme.