Common use of Conduct of Offer and/or Scheme Clause in Contracts

Conduct of Offer and/or Scheme. (a) The Borrower shall not waive, amend or treat as satisfied any term or condition relating to the Closing Date Acquisition from that set out in the draft Rule 2.7 Announcement, in a manner or to the extent that would be materially prejudicial to the interests of the Lenders (taken as a whole) under the Loan Documents, other than any amendment or waiver: (i) made with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed); (ii) required or requested by the Takeover Panel or the Court, or reasonably determined by the Borrower as being necessary to comply with the requirements or requests (as applicable) of the Takeover Code, the Takeover Panel or the Court or any other applicable law, regulation or regulatory body; (iii) that changes the purchase price (or amendment to any written agreement related thereto) in connection with the Closing Date Acquisition, so long as (A) any increase in the purchase price is either (x) no greater than 10% of the purchase price set forth in the Acquisition Documents (as in effect on the Effective Date) or (y) not funded with additional Indebtedness and (B) any reduction in the purchase price is no greater than 10% of the purchase price set forth in the Acquisition Documents (as in effect on the Effective Date); (iv) extending the period in which holders of the Target Shares may accept the terms of the Scheme or, as the case may be, the Offer (including by reason of the adjournment of any meeting or court hearing); (v) to the extent required to allow the Closing Date Acquisition to switch from being effected by way of an Offer to a Scheme or from a Scheme to an Offer; or (vi) that relates to a condition or conditions that the Borrower reasonably considers that the Borrower would not be entitled, in accordance with Rule 13.5(a) of the Takeover Code, to invoke so as to cause the Closing Date Acquisition not to proceed. (b) Unless otherwise agreed by all of the Lenders, if the Closing Date Acquisition is effected by way of an Offer, the Borrower shall not specify an Acceptance Condition for such Offer of less than the Minimum Acceptance Threshold. (c) The Borrower shall not take any steps as a result of which any member of the Group is obliged to make a mandatory offer under Rule 9 of the Takeover Code.

Conduct of Offer and/or Scheme. (a) The Borrower shall not waiveSubject to any confidentiality, amend regulatory, legal or treat as satisfied any term or condition other restrictions relating to the Closing Date supply of such information, Bidco will keep the Interim Facility Agent informed as to any material developments in relation to the Acquisition, including if the Scheme or the Offer lapses or is withdrawn, and, will from time to time, if the Interim Facility Agent reasonably requests, give the Interim Facility Agent reasonable details as to the current level of acceptances for any Offer. (b) Bidco shall provide to the Interim Facility Agent: (i) a copy of (x) the Scheme Circular or (y) as the case may be, the Offer Document dispatched to shareholders of the Target by or on behalf of Bidco promptly following such dispatch; and (ii) a copy of any new or replacement Announcement made after the date of this Agreement promptly following the making thereof. (c) Bidco shall: (i) if the Acquisition is being effected by way of the Scheme, use all reasonable endeavours to de-list the Target from that set out in the draft Rule 2.7 AnnouncementOfficial List of the UK Listing Authority and re-register it as a private limited company, in a manner or each case, within 60 days of the date on which the Scheme has become effective; (ii) if the Acquisition is being effected by way of an Offer, use all reasonable endeavours to procure (except to the extent prevented by law, regulation or a court) that the Target is delisted from the Official List of the UK Listing Authority and re- registered as a private limited company, in each case, within 60 days of the later of (i) the First Utilisation Date and (ii) the date on which Bidco has acquired Target Shares carrying 75% or more of the voting rights attributable to the capital of the Target which are then exercisable at a general meeting of the Target; and (iii) if the Acquisition is being effected by way of an Offer, and to the extent Bidco owns or controls not less than 90% in value of the Target Shares and not less than 90% of the voting rights of the Target Shares the subject of the Offer, use all reasonable endeavours to, promptly (and in any event within the maximum time period prescribed by such actions) complete a Squeeze-out. (d) Bidco shall not make any public statement which refers to the Interim Documents and the financing of the Scheme or Offer which would be materially prejudicial to the interests of the Interim Lenders (taken as a whole) under the Loan Documents, Interim Documents (other than any amendment Announcement, any Scheme Document or waiver: (i) made with any Offer Document), without the consent of the Required Majority Interim Lenders (such consent not to be unreasonably withheld or delayed); (ii) unless required to do so by law or requested regulation or by the Takeover City Code, the Panel or the Court. For the avoidance of doubt, this paragraph shall not restrict Bidco from making any disclosure that is required, permitted or reasonably determined customary in relation to the Interim Documents or the identity of the Interim Finance Parties in any Announcement, any Scheme Document or any Offer Document or making any filings as required by the Borrower as being necessary law or its auditors or in its audited financial statements or in accordance with or in order to satisfy or comply with the requirements or requests (as applicable) of the Takeover Code, the Takeover Panel or the Court or any other applicable law, regulation or regulatory body; (iii) that changes the purchase price (or amendment to any written agreement related thereto) in connection with the Closing Date Acquisition, so long as (A) any increase in the purchase price is either (x) no greater than 10% of the purchase price set forth in the Acquisition Documents (as in effect on the Effective Date) or (y) not funded with additional Indebtedness and (B) any reduction in the purchase price is no greater than 10% of the purchase price set forth in the Acquisition Documents (as in effect on the Effective Date); (iv) extending the period in which holders of the Target Shares may accept the terms of the Scheme or, as the case may be, the Offer (including by reason of the adjournment of any meeting or court hearing); (v) to the extent required to allow the Closing Date Acquisition to switch from being effected by way of an Offer to a Scheme or from a Scheme to an Offer; or (vi) that relates to a condition or conditions that the Borrower reasonably considers that the Borrower would not be entitled, in accordance with Rule 13.5(a) of the Takeover Code, to invoke so as to cause the Closing Date Acquisition not to proceedInterim Documents. (b) Unless otherwise agreed by all of the Lenders, if the Closing Date Acquisition is effected by way of an Offer, the Borrower shall not specify an Acceptance Condition for such Offer of less than the Minimum Acceptance Threshold. (c) The Borrower shall not take any steps as a result of which any member of the Group is obliged to make a mandatory offer under Rule 9 of the Takeover Code.