Switching to a Takeover Offer. 7.1 The parties intend that the Acquisition will be implemented by way of the Scheme. However, the Offeror shall be entitled, with the consent of the Panel, to implement the Acquisition by way of the Takeover Offer rather than the Scheme (such election being a “Switch”) if (and only if): 7.1.1 the Offeree provides its prior written consent, such consent not to be unreasonably withheld, delayed or conditioned (such election being an “Agreed Switch”); 7.1.2 a third party announces a possible offer under Rule 2.4 of the Code for all or part of the issued and to be issued share capital of the Offeree; 7.1.3 a third party announces pursuant to Rule 2.7 of the Code a firm intention to make an offer for all or part of the issued and to be issued ordinary share capital of the Offeree; 7.1.4 an Offeree Board Recommendation Change occurs; 7.1.5 any person (other than Bidco or any person acting in concert with Bidco for the purposes of the Acquisition) acquires an interest in securities of the Offeree which represent the higher of:
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Sources: Co Operation Agreement, Co Operation Agreement (FirstCash Holdings, Inc.)