Common use of Merger Conditions Clause in Contracts

Merger Conditions. 5.4.1 The Merger Completion shall for each Party be conditional upon the following conditions being fulfilled or waived (the “Merger Conditions”): (a) any settlement under the Tender Offer having occurred, (including Tender Offer Settlement, but also settlement under any reopening of the Tender Offer); (b) the Parties having obtained a Tax Ruling; 5.4.2 The Merger Conditions are included for the benefit of both Frontline and Euronav and may solely be waived (in whole or in part, and only to the extent permitted by Applicable Law) by the written agreement of Frontline and Euronav. 5.4.3 Frontline and Euronav shall be jointly responsible for obtaining the Tax Ruling. The Parties shall: (a) promptly notify each other (and provide copies or, in the case of non written communications, details) of any communications from the Belgian tax ruling commission relating to the Tax Ruling; (b) communicate with the Belgian tax ruling commission only after prior consultation with the other Party or its advisers (taking into account their reasonable comments and requests and after giving the other Party and its advisers reasonable time to provide such comments and requests) and provide the other Party (or its advisers) with copies of all such submissions, notifications, filings and other communications in the form submitted or sent, it being understood that the advisors of Euronav prepare first drafts of all ruling documents and act as first point of contact for any communication to and from the Belgian tax ruling commission in this matter; (c) (without limiting (b) above) provide the other Party (or its advisers) with a final draft of all submissions, notifications, filings and other communications to the Belgian tax ruling commission at such time as will allow such Party (or its advisers) a reasonable opportunity to provide comments and to take account of any reasonable comments of such Party (or its advisers) on such drafts prior to their submission; (d) unless not permitted by the Belgian tax ruling commission, allow persons nominated by both Parties to attend all meetings (and participate in all telephone or other conversations) with the Belgian tax ruling commission; and (e) regularly review with each other the progress of any notifications or filings with a view to obtaining the Tax Ruling at the earliest reasonable opportunity. 5.4.4 Each Party shall keep the other Parties advised of the progress towards the satisfaction of the Merger Conditions and shall promptly notify the other Party if it becomes aware of any matter that shall cause any of the Merger Conditions not to be capable of satisfaction. In such case, the Parties shall meet and in good faith discuss and negotiate and use their best efforts in trying to agree on an alternative transaction structure with the aim to achieve the Combination.

Merger Conditions. 5.4.1 The Merger Completion shall for each Party be conditional upon the following conditions being fulfilled or waived (the “Merger Conditions”): ): (a) any settlement under the Tender Offer having occurred, (including Tender Offer Settlement, but also settlement under any reopening of the Tender Offer); ; (b) the Parties having obtained a Tax Ruling; (c) completion by Euronav of the related party transactions procedure provided in Article 7:97 BCCA and under the NYSE rules and regulations; (d) the Parties’ respective shareholders’ meetings having resolved, with the legally required quorum, to approve all necessary corporate resolutions to give effect to the Merger; (e) the employee participation process required to complete the Merger, if any, being duly completed; and (f) (i) the U.S. Offer and Merger Documents and Frontline Cyprus Post-Effective Amendments shall have become effective under the U.S. securities laws and shall not be the subject of any stop order suspending the effectiveness thereof or any proceedings initiated by the SEC seeking any such stop order; and (ii) the fulfilment of all requirements under Applicable Law to ensure registration and/or listing of the Merger Consideration Shares on Euronext Brussels, OSE and NYSE. 5.4.2 The Merger Conditions are included for the benefit of both Frontline and Euronav and may solely be waived (in whole or in part, and only to the extent permitted by Applicable Law) by the written agreement of Frontline and Euronav. 5.4.3 Frontline and Euronav shall be jointly responsible for obtaining the Tax Ruling. The Parties shall: : (a) promptly notify each other (and provide copies or, in the case of non written communications, details) of any communications from the Belgian tax ruling commission relating to the Tax Ruling; ; (b) communicate with the Belgian tax ruling commission only after prior consultation with the other Party or its advisers (taking into account their reasonable comments and requests and after giving the other Party and its advisers reasonable time to provide such comments and requests) and provide the other Party (or its advisers) with copies of all such submissions, notifications, filings and other communications in the form submitted or sent, it being understood that the advisors of Euronav prepare first drafts of all ruling documents and act as first point of contact for any communication to and from the Belgian tax ruling commission in this matter; ; (c) (without limiting (b) above) provide the other Party (or its advisers) with a final draft of all submissions, notifications, filings and other communications to the Belgian tax ruling commission at such time as will allow such Party (or its advisers) a reasonable opportunity to provide comments and to take account of any reasonable comments of such Party (or its advisers) on such drafts prior to their submission; ; (d) unless not permitted by the Belgian tax ruling commission, allow persons nominated by both Parties to attend all meetings (and participate in all telephone or other conversations) with the Belgian tax ruling commission; and and (e) regularly review with each other the progress of any notifications or filings with a view to obtaining the Tax Ruling at the earliest reasonable opportunity. 5.4.4 Each Party shall keep the other Parties advised of the progress towards the satisfaction of the Merger Conditions and shall promptly notify the other Party if it becomes aware of any matter that shall cause any of the Merger Conditions not to be capable of satisfaction. In such case, the Parties shall meet and in good faith discuss and negotiate and use their best efforts in trying to agree on an alternative transaction structure with the aim to achieve the Combination.