Common use of Subsequent Transactions Clause in Contracts

Subsequent Transactions. If the Acquiror consummates the Tender Offer, then the Acquiror and Open Text shall use their commercially reasonable efforts to acquire the balance of the shares in the Company by way of any transaction to be undertaken by the Acquiror after completion of the Tender Offer to accomplish the acquisition of all of the outstanding shares, and rights to acquire shares, of the Company (“Subsequent Transaction”). Subject to any legal or regulatory requirements and to the fiduciary obligations of Company’s supervisory board and management board, the Company shall support and use best efforts to consummate a second stage transaction in such form as may be determined by the Acquiror in its sole discretion; provided that any such transaction is on terms at least as favourable in aggregate as the terms of the Tender Offer. If any Subsequent Transaction requires the approval of the Company’s shareholders, the Acquiror, Open Text, and the Management of the Company shall take all action necessary in accordance with applicable laws to duly call, give notice of, convene and hold a meeting of the Company’s shareholders as promptly as practicable to consider and vote upon the Subsequent Transaction. Nothing herein shall be construed to prevent the Acquiror or Open Text after announcement of the Tender Offer from acquiring, directly or indirectly, additional Shares in the open market or in privately negotiated transactions or otherwise in accordance with applicable law.