Financing of the Offer Clause Samples

Financing of the Offer. Publicis Groupe will conduct the public Offer through a wholly-owned subsidiary registered in the Netherlands. Publicis Groupe will finance the Offer from its own readily available resources and the financing of the Offer will not be subject to third party conditions or contingencies. Publicis Groupe has a strong financial position and will remain committed to maintaining a strong balance sheet. This announcement constitutes a certain funds announcement as required by Article 7, paragraph 4 of the Dutch Public Takeover Decree (Besluit openbare biedingen Wft). After successful completion of the Offer, the Supervisory Board of LBi will consist of seven members of whom five shall be appointed by the general meeting of shareholders upon nomination by Publicis Groupe and two shall be current members of the Supervisory Board, who are considered independent members within the definition of the Dutch Corporate Governance Code. The members of the Management Board of LBi and certain other senior managers have agreed to stay on either as a member of the Management Board or a senior manager after completion of the Offer.

Financing of the Offer. The proceeds received by BMOC from Patriot ---------------------- under the Subscription Agreement shall be used by BMOC to fund BMOC's payment obligations under the Offer. Patriot agrees to provide, or cause an affiliate of Patriot to provide, to Cal Jockey the financing necessary to fund Cal Jockey's payment obligations under the Offer after the expiration of the Offer. In accordance with Rule 13e-4 of the Exchange Act, following expiration of the Offer and Cal Jockey's and BMOC's acceptance for payment of Paired Shares tendered in the Offer, the parties agree to cause the funds to finance the Offer to be placed with a depositary bank which shall be chosen by mutual agreement of the parties.

Financing of the Offer. The Offer values 100% of the issued and outstanding ▇▇▇▇ shares at approximately €

Financing of the Offer. 5.1 Parent and the Offeror have prior to the entering into of this Agreement delivered to the Company a copy of the signed and executed credit agreements entered into by and between Parent, the lenders and agents named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent (each, a “Credit Agreement” and collectively, the “Credit Agreement”) in respect of the full amount required to satisfy all acceptances under the Offer. Parent and the Offeror warrant, undertake and covenant to the Board and the Company, that (a) The Offeror has and will throughout the period until and including Completion have access to, and at the Completion shall have, fully sufficient cash funds to purchase and pay for any and all Shares tendered in the Offer in accordance with the terms set out in the Offer Document; (b) Subject to Completion, the Offeror has and will have sufficient funds to (i) acquire any Shares and treasury shares acquired by holders of any Share Options upon exercise of their Share Options and (ii) redeem any remaining shareholders of the Company, both in accordance with Clause 12 of this Agreement; (c) Neither the Credit Agreement nor any other agreement or arrangement to which Parent or the Offeror is a party or by which Parent or the Offeror or any of their assets are bound, nor any of Parent’s or the Offeror’s constituent documents, articles of association, other corporate documentation or any law, rules, regulations or orders applicable to Parent or the Offeror contain any terms or conditions that would prevent or delay the Offeror from commencing or Completing the Offer as contemplated by this Agreement and the Offer Document, including the Offeror’s waiver of any of the conditions of the Offer set out in Clause 4.6 which the Offeror may be required to waive pursuant to this Agreement; (d) Simultaneously with the signing of this Agreement, Parent has delivered to the Company a letter from JPMorgan Chase Bank, N.A. as administrative agent under the Credit Agreement irrevocably and unconditionally confirming that the Effective Date (as defined in the Credit Agreement) has occurred; (e) Unless the Board in writing consents otherwise, the Parent shall ensure that (i) all conditions in Section 4.02 of the Credit Agreement are duly and timely fulfilled in order for the Parent to draw down the necessary cash funds under the Credit Agreement to purchase and pay for any and all Shares tendered in the Offer in accordance with the terms set out in the Offer...

Financing of the Offer. The cash consideration payable to Tungsten Shareholders by Pagero under the terms of the Offer will be financed by a combination of: • the existing cash resources of Pagero; and • debt in the form of senior secured floating rate notes issued by Pagero to certain noteholders initially represented by Hedda Manager AB as noteholders’ agent pursuant to the terms and conditions dated 29 April 2022 entered into between Pagero as issuer and Hedda Manager AB as noteholders’ agent, which will initially be (i) secured by a pledge of the shares in Pagero’s subsidiary, Pagero AB, pursuant to and in accordance with the terms of a pledge agreement dated 2 May 2022 between Pagero as pledgor and certain secured parties represented by Hedda Manager AB as agent and (ii) guaranteed by Pagero AB pursuant to and in accordance with the terms of a guarantee agreement dated 29 April 2022 between Pagero, Pagero AB as guarantor and Hedda Manager AB as noteholders’ agent, the proceeds of which, in each case, have been placed in an escrow account with ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., London Branch (the “Escrow Account”) and are subject to the terms of an escrow agreement dated 2 May 2022 (including a term requiring that enough cash be maintained in the Escrow Account to allow Pagero to satisfy the cash consideration payable by Pagero to Tungsten Shareholders in connection with the Offer unless and until the Offer terminates or lapses in accordance with its terms). In accordance with Rule 2.7(d) of the Code, Strand ▇▇▇▇▇▇, financial adviser to Pagero, is satisfied that sufficient resources are available to Pagero to satisfy in full the cash consideration payable to Tungsten Shareholders under the terms of the Offer. Further information in relation to the financing of the Offer will be set out in the Offer Document.

Financing of the Offer. The offer would be funded by existing cash resources and bank facilities of SCH.

Financing of the Offer. Background of the Offer; Past Contacts, Transactions or Negotiations with the Trust........................

Financing of the Offer. The Offeror has received a binding equity commitment letter from the relevant equity providers, providing the Offeror with the ability to fully finance the aggregate Offer Price and aggregate purchase price under the Irrevocable Agreements if and when due, subject to the terms and conditions set out herein and in the Irrevocable Agreements. A copy of this equity commitment letter is attached hereto as Schedule 10 (Equity Commitment Letter).‌

Financing of the Offer. The Offeror has secured necessary financing, as required pursuant to applicable laws and regulation, for the (i) completion of the Offer in accordance with its terms and conditions and (ii) subsequent compulsory redemption proceedings in accordance with the Finnish Companies Act. The availability to the Offeror of the above financing is subject only to the satisfaction of the conditions set forth in Appendix B. The Offeror has no knowledge of any facts or circumstances or is in possession of any information which is likely to mean that the financing as described herein would not be available on the Closing Date.