Common use of Failure to Sell Clause in Contracts

Failure to Sell. 8.1. If, following exercise of the Options by the Optionee: (a) any Shareholder breaches its obligations under clause 6 of this Agreement; and/or (b) the Optionee is otherwise unable to acquire one hundred per cent. (100%) of the issued share capital of the Company pursuant to the SPA, (each such event being a “Failure Event”), the Optionee shall provide notice in writing to the Company within [***] of becoming aware of such Failure Event (a “Failure Notice”) and the Shareholders shall have [***] following receipt of the Failure Notice by the Company to cure the relevant Failure Event to the reasonable satisfaction of the Optionee. 8.2. If a Failure Event occurs and is not cured to the reasonable satisfaction of the Optionee in accordance with clause 8.1, each Shareholder agrees and acknowledges that it shall vote its Option Shares and enforce any and all applicable terms under the Companies ▇▇▇ ▇▇▇▇, the Articles and the Shareholders’ Agreement, including but not limited to the drag right set out in article 18 of the Articles, in order to cause each Shareholder whose breach contributed to the Failure Event to effect compliance with its obligations under this Agreement. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. 8.3. In the event of a conflict between this Agreement and the Articles prior to termination of this Agreement pursuant to clause 18, , each Shareholder agrees and acknowledges that the terms of this Agreement shall prevail and that it shall, to the extent it is lawful to do so, vote its Option Shares and enforce any and all applicable rights it holds (whether under the Companies ▇▇▇ ▇▇▇▇, the Articles and the Shareholders’ Agreement, or otherwise) , including but not limited to the drag right set out in article 18 of the Articles, in order to amend the Articles to reflect the terms of this Agreement. 8.4. In the event of a conflict between this Agreement and the Shareholders’ Agreement prior to termination of this Agreement pursuant to clause 18, each Shareholder agrees and acknowledges that the terms of this Agreement shall constitute a waiver of the conflicting terms under the Shareholders’ Agreement. Notwithstanding clause 25 of the Shareholders’ Agreement, the Shareholders shall not modify the Articles such that the Articles are in conflict with this Agreement.

Failure to Sell. 8.1. If, following exercise of the Options by the Optionee: (a) any Shareholder breaches its obligations under clause 6 of this Agreement; and/or (b) the Optionee is otherwise unable to acquire one hundred per cent. (100%) of the issued share capital of the Company pursuant to the SPA, (each such event being a “Failure Event”), the Optionee shall provide notice in writing to the Company within [***] of becoming aware of such Failure Event (a “Failure Notice”) and the Shareholders shall have [***] following receipt of the Failure Notice by the Company to cure the relevant Failure Event to the reasonable satisfaction of the Optionee. 8.2. If a Failure Event occurs and is not cured to the reasonable satisfaction of the Optionee in accordance with clause 8.1, each Shareholder agrees and acknowledges that it shall vote its Option Shares and enforce any and all applicable terms under the Companies ▇▇▇ ▇▇▇▇, the Articles and the Shareholders’ Agreement, including but not limited to the drag right set out in article 18 of the Articles, in order to cause each Shareholder whose breach contributed to the Failure Event to effect compliance with its obligations under this Agreement. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. 8.3. In the event of a conflict between this Agreement and the Articles prior to termination of this Agreement pursuant to clause 18, , each Shareholder agrees and acknowledges that the terms of this Agreement shall prevail and that it shall, to the extent it is lawful to do so, vote its Option Shares and enforce any and all applicable rights it holds (whether under the Companies ▇▇▇ ▇▇▇▇, the Articles and the Shareholders’ Agreement, or otherwise) , including but not limited to the drag right set out in article 18 of the Articles, in order to amend the Articles to reflect the terms of this Agreement. 8.4. In the event of a conflict between this Agreement and the Shareholders’ Agreement prior to termination of this Agreement pursuant to clause 18, each Shareholder agrees and acknowledges that the terms of this Agreement shall constitute a waiver of the conflicting terms under the Shareholders’ Agreement. Notwithstanding clause 25 of the Shareholders’ Agreement, the Shareholders shall not modify the Articles such that the Articles are in conflict with this Agreement.