Common use of Non-Conditional Target Undertakings Clause in Contracts

Non-Conditional Target Undertakings. 3.1.1 Determination of the Target’s Securities Owned by U.S. persons In furtherance of the actions of the Target described in recital G, Target undertakes to use its commercially reasonable efforts to provide Bidder, as soon as possible following the signature of this MOU, with such further information and representations requested by Bidder as to the number of Target’s ADS’s, Shares and Warrants owned by U.S. persons. 3.1.2 Management of Target until the Filing of the French Offer Target undertakes that, from the date hereof until the filing of the French Offer: (i) Target and its subsidiaries shall conduct their business in the ordinary course and in accordance with past practices (except to the extent contemplated by this MOU) and shall not, without prejudice to the generality of the foregoing: (i) make or agree to make any investments or divestments or enter into any other commitment or contract which would be in excess of the size ordinarily carried out by Target or which may prevent the implementation of this MOU or would reasonably be expected to delay the closing of the Offers, (ii) declare, authorize, make or pay a dividend (in cash or in kind) or other distribution of a similar nature or any reduction of capital, or (iii) make, agree to make or decide upon any change to the capital structure of Target (other than any issuance of shares upon exercise, conversion or exchange of securities or stock options outstanding as of the date of this MOU); (ii) Target shall fully cooperate with the Independent Expert in order to allow him to establish the Fairness Opinion; and (iii) Target shall furnish to Bidder all information concerning the Target requested by Bidder that is required by applicable U.S. or French laws or regulations to be included in the Bidder U.S. Offer Documents and the Bidder French Offer Documents and in any correspondence between Bidder and the SEC (including any SEC “no action” letters) and the AMF in respect of the U.S. Offer and the French Offer respectively.