Common use of Promotion of Transaction Clause in Contracts

Promotion of Transaction. (a) During the Exclusivity Period, subject to: (i) there being no Superior Proposal; and (ii) the Independent Adviser’s Report having first concluded that the Consideration is within or above the Independent Adviser’s valuation range for the Shares, Pushpay will use reasonable endeavours to promote, and will provide reasonable cooperation to the Bidder in promoting, the merits of the Transaction to Shareholders, including: (iii) complying with any reasonable request by the Bidder to require disclosure of information in accordance with sections 290 and 291 of the FMCA, subject to its statutory and contractual obligations, and providing the information obtained as a result of requiring such disclosure to the Bidder; (iv) providing, subject to Pushpay’s statutory or contractual obligations, such information regarding Shareholders and their holdings as the Bidder reasonably requests; (v) procuring that ▇▇▇▇ provides to the Bidder, in the form reasonably requested by the Bidder, details of the Register to facilitate, subject to clause 6.1(b), the canvassing of Shareholders by the Bidder or the provision by the Bidder of the Consideration in accordance with this Agreement, the Scheme and the Deed Poll; (vi) retaining the services of a proxy solicitation firm approved by the Bidder to actively solicit affirmative proxies for the Scheme and, following the sending of the Scheme Booklet to Shareholders, providing the Bidder with daily proxy updates in respect of the Scheme Meeting and the aggregate tally of votes received by Pushpay in respect of the Scheme; (vii) promptly report to Bidder any information ▇▇▇▇▇▇▇ becomes aware of regarding opposition to the Scheme by the Shareholders (excluding unsubstantiated rumours or similar information or opposition by any individual Shareholder holding an immaterial number of Shares); (viii) procuring that senior executives of the Pushpay Group are available on reasonable notice to: (A) meet (in person or remotely, as reasonably requested by the Bidder) with key Shareholders if reasonably requested to do so by the Bidder; and (B) communicate with the employees, joint venture partners and key suppliers of the Pushpay Group, in each case to discuss and promote the Transaction with such persons; and (ix) undertaking, in cooperation with the Bidder, other reasonable actions to promote the affirmative vote of Shareholders for the Transaction, as reasonably requested by the Bidder. (b) ▇▇▇▇▇▇▇ and the Bidder will use reasonable endeavours to agree, as soon as practicable after the date of this Agreement, key messaging and principles to govern all communications between the Bidder (or any Representative of the Bidder) and Shareholders (“Communications Principles”), which will apply throughout the period that the Non-Conflicted Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme. (c) During the period that the Non-Conflicted Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme, the Bidder must not, directly or indirectly: (i) send information or correspondence to Shareholders; (ii) call Shareholders as part of an outbound call programme or other similar communication plan; or (iii) otherwise engage in proxy solicitation or other canvassing of Shareholders, in connection with the Scheme (together, “Bidder Shareholder Communications”), without first providing Pushpay with a draft of the Bidder Shareholder Communication in a timely manner and so that ▇▇▇▇▇▇▇ has a reasonable opportunity to review and comment on that draft, and consider and take into account in good faith the reasonable comments of Pushpay and its Representatives when preparing a revised draft of the relevant Bidder Shareholder Communication. Nothing in this clause 6.1(c) will apply in the case of an unscheduled in-bound call received by the Bidder or its Representatives from any Shareholder or any out-bound call made by Bidder or its Representatives to one or a small number of Shareholders (rather than Shareholders generally) on a discrete or ad hoc basis, provided that the Bidder will act, and will ensure that its Representatives act, consistently with the Communications Principles (once agreed pursuant to 6.1(b)) in conducting any such calls. (d) The Bidder must ensure that any information and correspondence provided to, and call scripts used to call Shareholders (and the calls themselves): (i) comply with all applicable laws, including the FMCA and the Fair Trading ▇▇▇ ▇▇▇▇; (ii) are not misleading or deceptive, including by omission; and (iii) during the period that the Non-Conflicted Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme, comply with the Communications Principles (once agreed pursuant to 6.1(b)). (e) If this Agreement is terminated under clause 16 (other than clause 16.1, 16.4 or 16.11), the Bidder agrees to pay, within 13 Business Days after termination, all of the Pushpay Group's reasonable out of pocket costs (exclusive of GST) incurred in promoting the Transaction to Shareholders in accordance with this Agreement up to a maximum of $50,000.

Promotion of Transaction. (a) During the Exclusivity Period, subject to: (i) there being no Superior Proposal; and (ii) the Independent Adviser concluding in the Independent Adviser’s Report having first concluded that the Consideration is within or above the Independent Adviser’s valuation range for the Shares and, pursuant to clause 1.6, the Independent Adviser continuing to conclude in any updated, replacement or supplementary report issued prior to the date of the Scheme Meeting that the Consideration is within or above the Independent Adviser’s revised valuation range for the Shares, Pushpay will the Target will, subject to clause 4.7 (to the extent applicable in the circumstances), use reasonable endeavours to promote, and will provide reasonable cooperation to the Bidder in promoting, the merits of the Transaction to Shareholders, includingincluding by: (iii) complying with any reasonable request by the Bidder to require disclosure of information in accordance with sections 290 and 291 of the FMCA, subject to its statutory and contractual obligations, and providing provide the information obtained as a result of requiring such disclosure to the Bidder; (iv) providing, subject to Pushpaythe Target’s statutory or contractual obligations, such information within the possession or control of the Target Group regarding Shareholders and their holdings as the Bidder reasonably requests; (v) procuring that ▇▇▇▇ Computershare provides to the Bidder, in the form reasonably requested by the Bidder, details of the Register to facilitate, subject to clause 6.1(b), facilitate the canvassing of Shareholders by the Bidder (provided that such canvassing complies with clause 6.1(d)) or the provision payment by the Bidder of the Consideration in accordance with this Agreement, the Scheme and the Deed Poll; (vi) retaining the services of a proxy solicitation firm approved by the Bidder to, following the despatch of the Scheme Booklet to Shareholders, subject to clause 4.7 (to the extent applicable in the circumstances), actively solicit affirmative proxies for the Scheme and, following the sending of the Scheme Booklet to Shareholders, providing provide the Bidder with daily proxy updates in respect of the Scheme Meeting and the (including an aggregate tally of votes received by Pushpay the Target in respect of the Scheme); (vii) promptly report reporting to the Bidder any information ▇▇▇▇▇▇▇ the Target becomes aware of regarding opposition to the Scheme by the Shareholders (excluding unsubstantiated rumours or similar information or opposition by any individual Shareholder shareholder holding an immaterial number of Sharesshares); (viii) subject to clause 4.7 (to the extent applicable in the circumstances), procuring that senior executives of the Pushpay Target Group are available on reasonable notice to: (A) meet (in person or remotely, as reasonably requested request by the Bidder) with key Shareholders if reasonably requested to do so by the Bidder; and (B) communicate with the employees, joint venture partners (if any) and key suppliers of the Pushpay GroupTarget Group if reasonably requested to do so by the Bidder, in each case to discuss and promote the Transaction with such persons; and (ix) undertaking, in cooperation co-operation with the Bidder, subject to clause 4.7 (to the extent applicable in the circumstances), other reasonable actions to promote the affirmative vote of Shareholders for the Transaction, as reasonably requested by the Bidder. (b) ▇▇▇▇▇▇▇ Clauses 9.3(a) to 9.3(g) will apply to clause 6.1 (a) with all necessary modifications. (c) The Target and the Bidder will use reasonable endeavours to agree, as soon as practicable after the date of this Agreement, key messaging and principles to govern all communications between the Bidder (or any Representative representative of the Bidder) and Shareholders (“Communications Communication Principles”), which will apply throughout the period that the Non-Conflicted Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme. (cd) During the period that the Non-Conflicted Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme, the Bidder must not, directly or indirectly: (i) send information or correspondence to Shareholders; (ii) call Shareholders as part of an outbound call programme or other similar communication plancommunication; or (iii) otherwise engage in proxy solicitation or other programme of canvassing of Shareholders, in connection with the Scheme (together, the “Bidder Shareholder Communications”), without first providing Pushpay the Target with a draft of the Bidder Shareholder Communication in a timely manner and so that ▇▇▇▇▇▇▇ the Target has a reasonable opportunity to review and comment on that draft, and consider and take into account in good faith the reasonable comments of Pushpay the Target and its Representatives when preparing a revised draft of the relevant Bidder Shareholder Communication. Nothing in this clause 6.1(c6.1(d) will apply in the case of an unscheduled in-bound call received by the Bidder or its Representatives from any Shareholder or any out-bound call made by Bidder or its Representatives to one or a small number of Shareholders (rather than Shareholders generally) on a discrete or ad hoc basis, provided that the Bidder will act, and will ensure that its Representatives act, consistently with the Communications Principles (once agreed pursuant to 6.1(b6.1(c)) in conducting any such calls. (de) The Without limiting clause 6.1(d), the Bidder must ensure that any information and correspondence provided to, and call scripts used to call Shareholders (and the calls themselves): (i) are verified on the basis contemplated by clause 4.7; (ii) comply with all applicable laws, including the FMCA and the Fair Trading ▇▇▇ ▇▇▇▇Act 1986; (iiiii) are not misleading or deceptive, including by omission; and (iiiiv) during the period that the Non-Conflicted Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme, comply with the Communications Communication Principles (once agreed pursuant to 6.1(bclause 6.1(c)). (e) If this Agreement is terminated under clause 16 (other than clause 16.1, 16.4 or 16.11), the Bidder agrees to pay, within 13 Business Days after termination, all of the Pushpay Group's reasonable out of pocket costs (exclusive of GST) incurred in promoting the Transaction to Shareholders in accordance with this Agreement up to a maximum of $50,000.

Promotion of Transaction. (a) During the Exclusivity Period, subject to: (i) there being no Superior Proposal; and (ii) the Independent Adviser’s Report having first concluded that the Consideration is within or above the Independent Adviser’s valuation range for the Shares, Pushpay will use reasonable endeavours to promote, and Company will provide all reasonable cooperation to the Bidder Acquirer in promoting, promoting the merits of the Transaction to Shareholders, including: (iiii) complying with any reasonable request by the Bidder Acquirer to require disclosure of information in accordance with sections 290 and 291 of the FMCA, subject to its statutory and contractual obligations, and providing the information obtained as a result of requiring such disclosure to the BidderAcquirer; (ivii) providing, providing (subject to Pushpay’s the Company's statutory or contractual obligations, ) such information regarding Shareholders and their holdings as the Bidder Acquirer reasonably requests; (v) procuring that ▇▇▇▇ provides requests and will direct LINK to the Bidder, in the form provide all information reasonably requested by the Bidder, details of the Register to facilitate, subject to clause 6.1(b), the canvassing of Shareholders by the Bidder or the provision by the Bidder of the Consideration in accordance with this Agreement, the Scheme and the Deed PollAcquirer; (viiii) retaining procuring that senior executives of the services of a proxy solicitation firm approved MHM Automation Group are available on reasonable notice to meet (in person or remotely, as is convenient for the relevant senior executive) with key Shareholders if reasonably requested to do so by the Bidder Acquirer to actively solicit affirmative proxies for discuss and promote the Scheme and, following the sending of the Scheme Booklet to Shareholders, providing the Bidder with daily proxy updates in respect of the Scheme Meeting and the aggregate tally of votes received by Pushpay in respect of the SchemeTransaction; (viiiv) promptly report to Bidder Acquirer any material information ▇▇▇▇▇▇▇ the Company becomes aware of regarding opposition to the Scheme by the Shareholders (excluding unsubstantiated rumours or similar information or opposition by any individual Shareholder holding an immaterial number of Shares); (viii) procuring that senior executives of the Pushpay Group are available on reasonable notice to: (A) meet (in person or remotely, as reasonably requested by the Bidder) with key Shareholders if reasonably requested to do so by the Bidder; and (B) communicate with the employees, joint venture partners and key suppliers of the Pushpay Group, in each case to discuss and promote the Transaction with such persons; and (ixv) undertaking, in cooperation with the BidderAcquirer, other reasonable actions to promote the affirmative vote of Shareholders for the Transaction, as reasonably requested by the BidderAcquirer and provided that the Company is not required to incur unreasonable out-of- pocket costs in relation to promoting the Transaction to Shareholders. in each case, subject to there being no Superior Proposal and the Independent Adviser's Report concluding that the Consideration is within or above the Independent Adviser's valuation range for the Shares. (b) ▇▇▇▇▇▇▇ The Company and the Bidder Acquirer will use reasonable endeavours to agree, as soon as practicable after the date of this Agreementagreement, key messaging and principles to govern all communications between the Bidder Acquirer (or any Representative of the BidderAcquirer) and Shareholders (“Communications Principles”)Shareholders, which will apply throughout the period that the Non-Conflicted Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme. (c) During the period that the Non-Conflicted Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme, the Bidder must not, directly or indirectly: (i) send information or correspondence to Shareholders; (ii) call Shareholders as part of an outbound call programme or other similar communication plan; or (iii) otherwise engage in proxy solicitation or other canvassing of Shareholders, in connection with the Scheme (together, “Bidder Shareholder Communications”), without first providing Pushpay with a draft of the Bidder Shareholder Communication in a timely manner and so that ▇▇▇▇▇▇▇ has a reasonable opportunity to review and comment on that draft, and consider and take into account in good faith the reasonable comments of Pushpay and its Representatives when preparing a revised draft of the relevant Bidder Shareholder Communication. Nothing in this clause 6.1(c) will apply in the case of an unscheduled in-bound call received by the Bidder or its Representatives from any Shareholder or any out-bound call made by Bidder or its Representatives to one or a small number of Shareholders (rather than Shareholders generally) on a discrete or ad hoc basis, provided that the Bidder will act, and will ensure that its Representatives act, consistently with the Communications Principles (once agreed pursuant to 6.1(b)) in conducting any such calls. (d) The Bidder must ensure that any information and correspondence provided to, and call scripts used to call Shareholders (and the calls themselves): (i) comply with all applicable laws, including the FMCA and the Fair Trading ▇▇▇ ▇▇▇▇; (ii) are not misleading or deceptive, including by omission; and (iii) during the period that the Non-Conflicted Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme, comply with the Communications Principles (once agreed pursuant to 6.1(b)). (e) If this Agreement is terminated under clause 16 (other than clause 16.1, 16.4 or 16.11), the Bidder agrees to pay, within 13 Business Days after termination, all of the Pushpay Group's reasonable out of pocket costs (exclusive of GST) incurred in promoting the Transaction to Shareholders in accordance with this Agreement up to a maximum of $50,000.