Common use of Structure of the Transaction Clause in Contracts

Structure of the Transaction. 3.1 The parties intend to implement the Transaction by means of the Scheme. Equinix shall be entitled (subject always to the consent of the Panel), whether before or after the posting of the Scheme Document, to implement the Transaction by way of an Offer if: (A) Telecity provides its prior written consent (an “Agreed Switch”) in which case Clause 3.2 shall apply; (B) a third party announces a firm intention to make an offer for the issued and to be issued ordinary share capital of Telecity which is recommended by the Telecity Directors; or (C) the board of Telecity Directors withdraws its unanimous recommendation of the Transaction. 3.2 In the event of an Agreed Switch: (A) the acceptance condition to the Offer (the “Acceptance Condition”) shall be set at 90 per cent. (or such lesser percentage as Equinix may decide after, to the extent necessary, consultation with the Panel being in any case at least 75 per cent.) of the Telecity Shares to which the Offer relates; (B) Equinix shall not take any such action which would cause the Offer not to proceed, to lapse or to be withdrawn in each case for non-fulfilment of the Acceptance Condition prior to the 60th day after publication of the Offer Document and Equinix shall ensure that the Offer remains open for acceptances until such time; (C) Equinix shall keep Telecity informed, on a regular basis and in any event within two Business Days following a written request from Telecity of the number of Telecity Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders, and the number of Telecity Shares to which such forms relate; and (D) the Offer shall otherwise be made on the same terms as those set out in the Announcement, subject to any modification or amendment to such terms and conditions as may be agreed by Telecity and the Panel or which is necessary as a result of the switch from the Scheme to the Offer. 3.3 In the event of an Agreed Switch, all provisions of this Agreement which relate to the Scheme and its implementation shall apply to the Offer and its implementation mutatis mutandis. 3.4 Equinix agrees to cooperate in good faith with Telecity to explore whether it is possible to effect the Transaction in such a way as to preserve rollover relief for UK-based Telecity Shareholders.

Structure of the Transaction. 3.1 The parties intend At Sponsor’s request, Lender agrees to implement reasonably cooperate with Sponsor in order to structure the Transaction by means transaction as a sale of the Scheme. Equinix Loans to Sponsor or its Affiliate for a purchase price equal to the Discounted Payoff Amount, provided that (i) the sale of the Loans must occur prior to the Outside Payoff Date (as the same may be extended pursuant to Section 1.3 hereof) and otherwise in accordance with the terms hereof, and Sponsor must provide Lender with a reasonable amount of time to prepare the loan sale documents, (ii) such loan sale documents shall be entitled (subject always in forms acceptable to Lender without any representation or warranties with respect to the consent Loans whatsoever, other than that Lender is the sole holder of the PanelLoans and has not pledged or encumbered the Loans, and (iii) the sale of the Loans shall be permitted under the terms of the Intercreditor Agreement and Sponsor shall obtain, prior to the Outside Payoff Date (as the same may be extended pursuant to Section 1.3 hereof), whether before all consents or after other approvals required in order to consummate the posting sale of the Scheme DocumentLoans, including, without limitation, any consent or approval required under that certain Intercreditor Agreement, dated July 31, 2003, among Lender, Junior B Mezzanine Lender and Senior Lender. If Lender and Sponsor are unable to implement agree on the Transaction by way of an Offer if: (A) Telecity provides its prior written consent (an “Agreed Switch”) in which case Clause 3.2 shall apply; (B) a third party announces a firm intention to make an offer for the issued and to be issued ordinary share capital of Telecity which is recommended by the Telecity Directors; or (C) the board of Telecity Directors withdraws its unanimous recommendation form of the Transaction. 3.2 loan sale documents or, for any other reason the sale of the Loans cannot be consummated prior to the Outside Payoff Date (as the same may be extended pursuant to Section 1.3 hereof), then Borrower shall remain obligated to pay the Discounted Payoff Amount in accordance with the terms hereof. In the event of an Agreed Switch: (A) the acceptance condition to the Offer (the “Acceptance Condition”) shall be set at 90 per cent. (or such lesser percentage transaction is structured as Equinix may decide after, to the extent necessary, consultation with the Panel being in any case at least 75 per cent.) a sale of the Telecity Shares Loans, notwithstanding Section 5.4, Sponsor will have the right to which assign its rights hereunder to a newly formed entity or entities to enter into the Offer relates; (B) Equinix loan sale documents and take title to such Loans, but such assignment shall not take release any Borrower Party from their respective obligations hereunder to pay the purchase price for such action which would cause the Offer not to proceed, to lapse Loans or to be withdrawn in each case for non-fulfilment of make the Acceptance Condition prior to the 60th day after publication of the Offer Document and Equinix shall ensure that the Offer remains open for acceptances until such time; (C) Equinix shall keep Telecity informed, on a regular basis and in any event within two Business Days following a written request from Telecity of the number of Telecity Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders, and the number of Telecity Shares to which such forms relate; and (D) the Offer shall otherwise be made on the same terms as those set out in the Announcement, subject to any modification or amendment to such terms and conditions as may be agreed other payments required by Telecity and the Panel or which is necessary as a result of the switch from the Scheme to the Offerthis Agreement. 3.3 In the event of an Agreed Switch, all provisions of this Agreement which relate to the Scheme and its implementation shall apply to the Offer and its implementation mutatis mutandis. 3.4 Equinix agrees to cooperate in good faith with Telecity to explore whether it is possible to effect the Transaction in such a way as to preserve rollover relief for UK-based Telecity Shareholders.

Structure of the Transaction. 3.1 The parties currently intend to implement the Transaction by means of the Scheme. Equinix , albeit Young’s shall be entitled have the right (a “Right to Switch”) (subject always to the consent of the Panel), whether before or after the posting of the Scheme Document, at any time, to elect to implement the Transaction by way of an Offer if: (A) Telecity City Pubs provides its prior written consent (an “Agreed Switch”) in which case Clause 3.2 shall applyconsent; (B) a third party announces makes a firm intention to make an offer Competing Proposal; (C) a City Pubs Board Adverse Recommendation Change occurs; (D) any third party (including, for the issued avoidance of doubt, an existing City Pubs Shareholder), together with any person acting in concert with it, (i) acquires an interest in City Pubs Shares carrying over 10 per cent. of the voting rights attaching to all City Pubs Shares; or (ii) increases their existing interest in City Pubs Shares such that such third party (together with any person acting in concert with it) becomes interested in City Pubs Shares carrying over 10 per cent. of the voting rights attaching to all City Pubs Shares; (E) the Court Meeting and/or the City Pubs GM are or is not held on or before the twenty second (22nd) day after the expected date of such meetings as set out in the Scheme Document (or, if different, the document(s) convening the City Pubs GM and/or the Court Meeting (as applicable) (including, where delayed because of a requirement to publish a supplementary circular in connection with the Scheme, the supplementary circular) (or such later date, if any, as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) or either or both of the Court Meeting and/or the City Pubs GM (as applicable) are or is adjourned, postponed or otherwsise delayed, unless a supplementary circular is required to be issued ordinary share capital of Telecity published in connection with the Scheme, and, as a result, the Court Meeting and the City Pubs GM cannot be held by such date in compliance with the Code and any other applicable Law, provided that City Pubs has used all reasonable endeavours to publish the supplementary circular as soon as reasonably practicable after the date on which is recommended by the Telecity Directorsrequirement to publish a supplementary circular arises; or (CF) City Pubs is in material breach of any term of this Agreement, provided that: (i) ▇▇▇▇▇’▇ shall first have notified City Pubs in writing of such breach and of its intention to exercise its Right to Switch; and (ii) such breach remains unremedied following the board expiry of Telecity Directors withdraws its unanimous recommendation five (5) Business Days from the date of the Transactionreceipt of such written notification. 3.2 In Where the event of an Agreed SwitchRight to Switch is exercised, and subject to Clause 3.3: (A) the acceptance condition Offer shall be made in accordance with the terms and conditions set out in the Announcement (with any modifications or amendments to such terms and conditions as may be required by the Panel or which are necessary as a result of the switch from the Scheme to the Offer (Offer) and provided that in the “event the Right to Switch has been exercised where a third party has made a Competing Proposal, ▇▇▇▇▇’▇ may unilaterally set the Acceptance Condition”) shall be set Condition at 90 per cent. of the City Pubs Shares to which the Offer relates (or such lesser percentage as Equinix Young’s may decide determine at its sole discretion after, to the extent necessary, consultation with the Panel Panel, being in any case at least 75 more than 50 per cent.) . of the Telecity City Pubs Shares to which the Offer relates); and (B) if: (i) at any time during the period between the publication of the Offer Document and 5.00 p.m. on the date falling on the second (2nd) day prior to Day 39 (as defined in the Code), it becomes reasonably expected that any outstanding Regulatory Condition is not likely to be satisfied or waived (if capable of waiver) prior to the sixtieth (60th) day following the publication of the Offer Document; or (ii) by 5.00 p.m. on the date falling on the ninth (9th) day prior to Day 39 (as defined in the Code), any outstanding Regulatory Condition has not been satisfied, in each case, ▇▇▇▇▇’▇ shall promptly consult with City Pubs as to whether a suspension to the offer timetable should be sought pursuant to Rule 31.4(a) of the Code and, if so, seek, jointly with City Pubs, the consent of the Panel to suspend the offer timetable no later than the date falling on the second (2nd) day prior to Day 39 (as defined in the Code). 3.3 In the event of an Agreed Switch, unless otherwise agreed by City Pubs or required by the Panel: (A) the Acceptance Condition shall be set at 90 per cent. of the City Pubs Shares to which the Offer relates (or such lesser percentage as may be agreed between the parties in writing after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the City Pubs Shares to which the Offer relates); (B) Equinix ▇▇▇▇▇’▇ shall discuss any announcements relating to the Transaction and any proposed changes to the timetable in relation to the implementation of the Transaction with City Pubs in a timely manner (including, if proposed, any changes to the Long-Stop Date). (C) Young’s shall: (i) prepare the Offer Document and related form of acceptance as soon as reasonably practicable and in accordance with a timetable agreed between the parties; (ii) consult with City Pubs in relation to the form, contents and timing of publication of the Offer Document and related form of acceptance; and (iii) submit, or procure the submission of, an initial draft (and revised drafts to the extent there are material changes) of the Offer Document and related form of acceptance to City Pubs for review and comment, and to take into account such comments as it considers appropriate, acting reasonably; (D) ▇▇▇▇▇’▇ shall not take any such action (including publishing an acceptance condition invocation notice (as defined in Rule 31.6 of the Code)) which would cause the Offer not to proceed, to lapse or to be withdrawn in each case for non-non- fulfilment of the Acceptance Condition prior to midnight on the 60th sixtieth (60th) day after following the publication of the Offer Document (or such later date as is set in accordance with Rule 31.3 of the Code and Equinix Notes on that Rule) (“Day 60”) and ▇▇▇▇▇’▇ shall ensure that the Offer remains open for acceptances until such time; (CE) Equinix ▇▇▇▇▇’▇ shall keep Telecity informednot, on a regular basis and without the prior written consent of City Pubs, make any acceleration statement (as defined in any event within two Business Days following a written request from Telecity the Code) unless (i) all of the number Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of Telecity Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders, waiver); and the number of Telecity Shares to which such forms relate; and (Dii) the Offer shall otherwise be made on the same terms acceleration statement (as those set out defined in the Announcement, subject Code) contains no right for Young’s to any modification or amendment to such terms set the statement aside (except with City Pubs's consent); and conditions as may be agreed by Telecity and the Panel or which is necessary as a result of the switch from the Scheme to the Offer. 3.3 In the event of an Agreed Switch, all provisions of this Agreement which relate to the Scheme and its implementation shall apply to the Offer and its implementation mutatis mutandis. 3.4 Equinix agrees to cooperate in good faith with Telecity to explore whether it is possible to effect the Transaction in such a way as to preserve rollover relief for UK-based Telecity Shareholders.(

Structure of the Transaction. 3.1 The parties intend to implement the Transaction by means 3.3.1 Upon exercise of the Scheme. Equinix Call Right, the transactions described herein shall be entitled (subject always made pursuant to the consent terms of a contribution agreement substantially in the form of Exhibit A attached hereto, with such disclosure schedules as shall be provided by the Parties (as such agreement may be modified in accordance with the terms of this Agreement, the “Contribution Agreement”), to be entered into by Sanofi-Aventis, Schering-Plough (and/or one or more Affiliates of Schering-Plough that Schering-Plough may designate) and Merial. 3.3.2 Until the 75th day of the Panel)Due Diligence Period, whether before or after the posting Parties shall discuss and negotiate in good faith any desired amendments to (x) the structure of the Scheme Documenttransactions contemplated by this Agreement and the Contribution Agreement to the extent that any such proposal would conform to the principles specified in Clause 3.3.3 and/or (y) the other terms of the Contribution Agreement such as the representations, warranties and indemnities; provided that (i) no amendments shall be made to implement the Transaction structure of the transaction and/or the other terms of the Contribution Agreement unless the Parties agree thereto and (ii) in the event that the Parties are unable to otherwise agree on any such amendments, the Parties shall use the structure and the terms and conditions initially contemplated for by way this Agreement and the Contribution Agreement. 3.3.3 For the purposes of an Offer ifClause 3.3.2, the following principles shall be applied by the Parties: (Ai) Telecity provides the Parties agree to use their respective commercially reasonable efforts to maximize the tax efficiency to the Parties, Merial and its prior written consent (an “Agreed Switch”) in which case Clause 3.2 shall applySubsidiaries, the I/SP Entities and their respective Affiliates of the transactions contemplated by this Agreement; (B) a third party announces a firm intention to make an offer for the issued and to be issued ordinary share capital of Telecity which is recommended by the Telecity Directors; or (Cii) the board of Telecity Directors withdraws its unanimous recommendation I/SP Entities, when transferred to Merial, shall comprise all of the Transaction. 3.2 In the event right, title and interest of an Agreed Switch: (A) the acceptance condition Schering-Plough and its Subsidiaries to the Offer assets, liabilities and the employees Related to the I/SP Business at such time (subject to obtaining any necessary third-party consents), and shall not include any assets or employees other than those Related to the “Acceptance Condition”) shall be set I/SP Business at 90 per cent. such time or any liabilities (or such lesser percentage as Equinix may decide after, except to the extent necessary, consultation with the Panel being in any case at least 75 per cent.) of the Telecity Shares to which the Offer relates; (B) Equinix shall not take any such action which would cause the Offer not to proceed, to lapse or to be withdrawn in each case for non-fulfilment of the Acceptance Condition prior related to the 60th day I/SP Business at such time). Other than as contemplated by the Contribution Agreement, Schering-Plough will not retain after publication of Closing any properties, assets and rights that are Related to the Offer Document and Equinix shall ensure that the Offer remains open for acceptances until I/SP Business at such time; (Ciii) Equinix Merck and Schering-Plough shall keep Telecity informed, on a regular basis be responsible for and in bear any event within two costs associated with any restructuring required to segregate the I/SP Business Days following a written request from Telecity Schering-Plough and its Affiliates’ other operations as well as to effect the transfer of the number of Telecity Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders, and the number of Telecity Shares I/SP Business to which such forms relateMerial; and (Div) the Offer I/SP Business shall otherwise be made transferred so that with the arrangements described in subclauses (a) and (b) below Merial may operate the I/SP Business, in combination with the Merial Business, on a stand-alone basis and substantially as conducted during the same terms as those set out in 12-month period prior to the Announcementexercise of the Call Right. Schering-Plough agrees (a) to grant any appropriate intellectual property licenses or other types of similar arrangements or (b) for a reasonable transitional service period to provide, subject at cost, and for an agreed period of time, any service provided by Schering-Plough to any modification or amendment the I/SP Business immediately prior to such terms and conditions Closing, as may be agreed by Telecity required to achieve a timely and the Panel or which is necessary as a result efficient transfer of the switch from the Scheme I/SP Business, in particular in connection with assets, properties or services that are not Related to the OfferI/SP Business at such time and employees who are not primarily or exclusively dedicated to the I/SP Business at such time that are retained by Schering-Plough and are required to operate the I/SP Business in the ordinary course. 3.3 In 3.3.4 Subject to applicable law, the event of an Agreed Switchcombined entities’ headquarters, all provisions of this Agreement which relate to management team and management structure shall be as jointly determined by Merck and Schering-Plough, on the Scheme one hand, and its implementation shall apply to Sanofi-Aventis, on the Offer and its implementation mutatis mutandisother hand. 3.4 Equinix agrees to cooperate in good faith with Telecity to explore whether it is possible to effect the Transaction in such a way as to preserve rollover relief for UK-based Telecity Shareholders.