Common use of SWITCHING TO AN OFFER Clause in Contracts

SWITCHING TO AN OFFER. 3.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, the Bidder shall be entitled, with the consent of the Panel, to implement the Acquisition by way of the Offer rather than the Scheme (such election being a “Switch”). 3.2 In the event of any Switch, unless otherwise agreed with the Company: (A) the acceptance condition to the resulting Offer shall be set at not more than seventy five (75) per cent. of the RPC Shares to which the Offer relates, or, where any of the circumstances set out in Note 2 of Section 8 of Appendix 7 of the Code applies, ninety (90) per cent. of the RPC Shares to which the Offer relates (or such lesser percentage, being more than fifty (50) per cent. of the RPC Shares to which the Offer relates as the Bidder may decide with, to the extent necessary, the consent of the Panel); and (B) the Bidder shall not take any action which would cause the Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the acceptance condition, prior to the 60th day after publication of the Offer Document.