Common use of Dealings with the Panel Clause in Contracts

Dealings with the Panel. (a) Each of the Parties will promptly provide such assistance and information as may reasonably be requested by any other Party for the purposes of, or in connection with, any correspondence or discussions with the Panel in connection with the Acquisition and/or the Scheme or as required to comply with the Irish Takeover Rules. (b) Save in each case where not reasonably practicable owing to time restraints imposed by the Panel or where prohibited by the Panel, each of the Parties will, where possible, give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel in connection with the Acquisition or the Scheme and will keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and give such other Party the opportunity to attend such meetings and provide advance copies of all related written submissions it intends to make to the Panel and afford the other reasonable opportunities to review and make comments and suggestions with respect to the same, provided always that any correspondence or other information required to be provided under this Clause 3.4(b) may be redacted: (i) by any Party, to remove references concerning the valuation of the business of Glantus; (ii) as necessary to comply with legal or contractual obligations including with respect to data protection; and (iii) as necessary to address reasonable privilege or confidentiality concerns (provided that the redacting party will use its reasonable endeavours to cause such information to be provided in a manner that would not result in such privilege or confidentiality concerns). (c) Glantus and Bidco each undertake, if so requested by the other Party, to issue as promptly as is reasonably practicable its written consent to the other Party and to the Panel in respect of any application made by Glantus or Bidco, as applicable, to the Panel: (i) to the extent applicable, requesting a derogation from the disclosure requirements of Rule 24.4 and Rule 25.4 of the Irish Takeover Rules and seeking consent to the aggregation of dealings for the purposes of disclosure in the Scheme Document or the Takeover Offer Document; (ii) to the extent applicable, requesting consent or, as the case may be, a derogation from Rule 16.1 and/or Rule 16.2 of the Irish Takeover Rules; and (iii) to the extent applicable only, consent under Rule 21.1 to exercise of options. (d) Notwithstanding anything to the contrary in the foregoing provisions of this Clause 3.4, neither Glantus nor Bidco will be required to take any action under such provisions if: (i) such action is prohibited by the Panel; (ii) such action relates to a matter involving a person who has made an Glantus Alternative Proposal (or any Affiliate, or person Acting in Concert with such a person); or (iii) Glantus has provided a Final Recommendation Change Notice to Basware. (e) Nothing in this Agreement will in any way limit the Parties’ obligations or rights under the Irish Takeover Rules.

Dealings with the Panel. (a) 3.4.1 Each of Dalata (on the Parties will one side) and Bidco (on the other side) shall promptly provide such assistance and information as may reasonably be requested by any the other Party for the purposes of, or in connection with, any correspondence or discussions with the Panel in connection with the Acquisition and/or the Scheme or as required to comply with the Irish Takeover Rules. (b) 3.4.2 Save in each case where not reasonably practicable owing to time restraints imposed by the Panel or where prohibited by the Panel, each of Dalata (on the Parties one side) and Bidco (on the other side) will, where possible, give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel in connection with the Acquisition or the Scheme and will shall keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and give such other Party the opportunity to attend such meetings and provide advance copies of all related written submissions it intends to make to the Panel and afford the other reasonable opportunities to review and make comments and suggestions with respect to the same, provided always that any correspondence or other information required to be provided under this Clause 3.4(b) clause 3.4.2 may be redacted: (ia) by any Party, to remove references concerning the valuation of the business of Glantus▇▇▇▇▇▇; (iib) by ▇▇▇▇▇▇, in connection with a Dalata Alternative Proposal (but without prejudice to the entitlement of Bidco to information in respect of the Dalata Alternative Proposal as provided for in clause 5.2.4); (c) as necessary to comply with legal or contractual obligations including with respect to data protection; and (iiid) as necessary to address reasonable privilege or confidentiality concerns (provided that the redacting party will shall use its reasonable endeavours to cause such information to be provided in a manner that would not result in such privilege or confidentiality concerns). (c) Glantus 3.4.3 Dalata and Bidco each undertake, if so requested by the other Partyother, to issue as promptly as is reasonably practicable its written consent to the other Party and to the Panel in respect of any application made by Glantus Dalata or Bidco, as applicable, to the Panel: (i) to the extent applicable, Panel requesting a derogation from the disclosure requirements of Rule 24.4 and Rule 25.4 of the Irish Takeover Rules and seeking consent to the aggregation of dealings for the purposes of disclosure in the Scheme Document or the Takeover Offer Document; (ii) to the extent applicable, requesting consent or, as the case may be, a derogation from Rule 16.1 and/or Rule 16.2 of the Irish Takeover Rules; and (iii) to the extent applicable only, consent under Rule 21.1 to exercise of options. (d) 3.4.4 Notwithstanding anything to the contrary in the foregoing provisions of this Clause clause 3.4, neither Glantus Dalata nor Bidco will shall be required to take any action under such provisions if: (ia) such action is prohibited by the Panel; (iib) such action relates to a matter involving a person who has made an Glantus a Dalata Alternative Proposal (or any Affiliate, or person Acting in Concert with such a person); or (iiic) Glantus Dalata has provided a Final Recommendation Change Notice to BaswareBidco. (e) 3.4.5 Nothing in this Agreement will shall in any way limit the Parties’ obligations or rights under the Irish Takeover Rules, including but not limited to Dalata's obligations or rights to make a public announcement as referred to in Rule 2.3 of the Irish Takeover Rules.

Dealings with the Panel. (a) Each of the Parties will promptly provide such assistance and information as may reasonably be requested by any other Party for the purposes of, or in connection with, any correspondence or discussions with the Panel in connection with the Acquisition and/or the Scheme or as required to comply with the Irish Takeover Rules. (b) Save in each case where not reasonably practicable owing to time restraints imposed by the Panel or where prohibited by the Panel, each of the Parties will, where possible, give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel in connection with the Acquisition or the Scheme and will keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and give such other Party the opportunity to attend such meetings and provide advance copies of all related written submissions it intends to make to the Panel and afford the other reasonable opportunities to review and make comments and suggestions with respect to the samesame and copies (or, where verbal, a reasonably detailed verbal or written summary of the substance of such submissions) of the Panel responses thereto, provided always that any correspondence or other information required to be provided under this Clause 3.4(b) may be redacted: (i) by any Party, to remove references concerning the valuation of the business businesses of GlantusTarget or Bidder; (ii) as necessary to comply with legal or contractual obligations including with respect to data protection; and (iii) as necessary to address reasonable privilege or confidentiality concerns (provided that the redacting party will use its reasonable endeavours to cause such information to be provided in a manner that would not result in such privilege or confidentiality concerns). (c) Glantus Target, Bidder and Bidco each undertake, if so requested by the other PartyParties, to issue as promptly as is reasonably practicable its written consent to the other Party Parties and to the Panel in respect of any application made by Glantus Target, Bidder or Bidco, as applicable, to the Panel: (i) to the extent applicable, requesting a derogation from the disclosure requirements of Rule 24.4 and Rule 25.4 of the Irish Takeover Rules and seeking consent to the aggregation of dealings for the purposes of disclosure in the Scheme Document or the Takeover Offer Document;; and (ii) to the extent applicable, requesting consent consent, or, as the case may be, a derogation from Rule 16.1 and/or Rule 16.2 of the Irish Takeover Rules; and (iii) to the extent applicable only, consent under Rule 21.1 to exercise of options. (d) Notwithstanding anything to the contrary in the foregoing provisions of this Clause 3.4, neither Glantus Target nor Bidco Bidder will be required to take any action under such provisions if: (i) such action is prohibited by the Panel; (ii) such action relates to a matter involving a person who has made an Glantus a Target Alternative Proposal (or any Affiliate, or person Acting in Concert with such a person); or (iii) Glantus Target has provided a Final Recommendation Change Notice to BaswareBidder. (e) Nothing in this Agreement will in any way limit the Parties’ obligations or rights under the Irish Takeover Rules.