Common use of Notwithstanding Clause 3 Clause in Contracts

Notwithstanding Clause 3. 2.1, if at any time before Tender Offer Announcement, Frontline in good faith demonstrates that a Merger is reasonably likely to be consummated in accordance with the terms of this Agreement and demonstrates, after having consulted with Euronav and taken Euronav’s reasonable comments into due consideration (acting reasonably), that it is reasonable to not carry through the Tender Offer pursuant to this Clause 3.2, but rather proceed directly to a Merger in accordance with Clause 3.3, any preparation of the Tender Offer shall cease, and the Parties shall proceed to the actions set forth in Clause 3.3.3 to Clause 3.3.12, and such other rights, obligations, covenants and undertakings referring to the Merger herein. The Tender Offer Condition set forth in Clause 5.3.3(a) shall in such event become Merger Conditions. References to the Tender Offer Completion shall, for the relevant provisions be references to Relocation Completion. The provisions set forth in Clauses 5.3 (save for the Tender Offer Condition set forth in Clause 5.3.3(a) and Clause 5.3.4) and 6.2 and the condition set forth in Clause 5.4.1(a) shall not apply. The Parties further agree to make such other adjustments to this Agreement as required (if any) in order to proceed directly to a Merger after Relocation Completion.