Common use of No due diligence exception Clause in Contracts

No due diligence exception. The restriction in clause 13.4 does not apply in respect of a bona fide Competing Proposal (which was not encouraged, solicited, invited, facilitated, initiated, or continued in contravention of clause 13.1, clause 13.2) only if all of the following requirements are satisfied: (a) the Board has determined, after taking advice from its external financial adviser, that the Competing Proposal is, or is reasonably capable of becoming, a Superior Proposal or would be reasonably likely to constitute a Superior Proposal if it were to be proposed; (b) acting in good faith and after having obtained advice from its external legal advisers, the Board has determined that it is necessary to respond to such Competing Proposal in order to fulfil the fiduciary duties or statutory obligations of any member of the Board; (c) the Third Party has first entered into a written agreement in favour of the Company restricting: (i) the use and disclosure by the Third Party and its affiliates and advisers of the information made available to the Third Party, on terms, the Company, acting in good faith, reasonably believes are no more favourable to the Third Party than those in the confidentiality agreement referred to in clause 19.4; and (ii) the acquisition of a Relevant Interest in Shares by the Third Party or any of its Related Companies or any of their respective Associates on terms, the Company, acting in good faith, reasonably believes are no more favourable to the Third Party than the terms included in the confidentiality agreement referred to in clause 19.4; and (d) to the extent that any information made available to the Third Party that is material and has not previously been provided to Apax, the Company provides or makes that information available to Apax at the same time as it is provided to the Third Party or promptly thereafter.

No due diligence exception. The restriction in clause 13.4 does not apply in respect of a bona fide Competing Proposal (which was not encouraged, solicited, invited, facilitated, initiated, or continued in contravention of clause 13.1, 13.1 or clause 13.2) only if all of the following requirements are satisfied: (a) the Board has determined, after taking advice from its external financial adviser, that the Competing Proposal is, or is reasonably capable of becoming, a Superior Proposal or would be reasonably likely to constitute a Superior Proposal if it were to be proposed; (b) acting in good faith and after having obtained advice from its external legal advisers, the Board has determined that it is necessary to respond to such Competing Proposal in order to fulfil the fiduciary duties or statutory obligations of any member of the Board; (c) the Third Party has first entered into a written agreement in favour of the Company restricting: (i) restricting the use and disclosure by the Third Party and its affiliates and advisers of the information made available to the Third Party, on terms, the Company, acting in good faith, reasonably believes are no not substantially more favourable to the Third Party than those in the confidentiality agreement referred to in clause 19.4; and (ii) the acquisition of a Relevant Interest in Shares by the Third Party or any of its Related Companies or any of their respective Associates on terms, the Company, acting in good faith, reasonably believes are no more favourable to the Third Party than the terms included in the confidentiality agreement referred to in clause 19.420.5; and (d) to the extent that any information made available to the Third Party that is material and has not previously been provided to Apaxthe Acquirer, the Company provides or makes that information available to Apax the Acquirer at the same time as it is provided to the Third Party or promptly thereafter.