Common use of Acquisition Undertakings Clause in Contracts

Acquisition Undertakings. (a) New Bidco shall not amend, waive or treat as satisfied any material term or condition relating to the Acquisition from that set out in the draft Rule 2.7 Announcement most recently delivered to the Agent in accordance with paragraph 3 of Schedule 1 (Conditions Precedent), in a manner or to the extent that would be materially prejudicial to the interests of the Additional Facility Lenders (taken as a whole) under the Finance Documents, other than any amendment or waiver: (i) subject to paragraph (f) below, in the case of an Offer, reducing the Acceptance Condition to no lower than the Minimum Acceptance Threshold; (ii) required or requested by the Panel or the Court, or reasonably determined by New Bidco as being necessary or desirable to comply with the requirements or requests (as applicable) of the City Code, the Panel or the Court or any other relevant regulatory body or applicable law or regulation; (iii) to change the purchase price or other consideration (or any amendment or waiver of any written agreement related thereto) in connection with the Acquisition; (iv) extending the period in which holders of the Target Shares may accept the terms of the Scheme or, as the case may be, the Offer (including by reason of the adjournment of any meeting or court hearing)); (v) to the extent it relates to any term or condition to the Acquisition which New Bidco reasonably considers (acting in good faith) that it would not be entitled, in accordance with Rule 13.5(a) of the City Code, to invoke so as to cause the Acquisition not to proceed, to lapse or to be withdrawn (and the other conditions to the Acquisition have been, or will contemporaneously be, satisfied or waived, as permitted under this paragraph (a)); (vi) required to allow the Acquisition to switch from being effected by way of an Offer to a Scheme or from a Scheme to an Offer; and/or (vii) made with the consent of the Majority Lenders under the Additional Facility (such consent not to be unreasonably withheld, conditioned or delayed). (b) New Bidco shall comply in all material respects with the City Code (subject to any waiver or dispensation of any kind granted by the Panel or the requirements of the Court), save where non-compliance would not be materially prejudicial to the interests of the Additional Facility Lenders (taken as a whole) under the Finance Documents. (c) New Bidco shall not take any steps as a result of which any Group Company is obliged to make a mandatory offer under Rule 9 of the City Code. (d) Except to the extent required by the City Code, the Panel or the Court, New Bidco shall not, without the prior consent of the Majority Lenders under the Additional Facility (such consent not to be unreasonably withheld, conditioned or delayed), modify the Rule 2.7 Announcement (except as permitted by paragraph (a) above unless prohibited by paragraph (b) above) from the draft Rule 2.7 Announcement delivered to the Agent in accordance with paragraph 3 of Schedule 1 (Conditions Precedent) in any manner which (when taken as a whole and having regard to the Acquisition as a whole) would be materially adverse to the interests of the Additional Facility Lenders (taken as a whole) under the Finance Documents or otherwise contrary to the terms of this Additional Facility Notice. (e) New Bidco shall ensure that the Scheme Documents (excluding the Rule 2.7 Announcement), or if applicable, the Offer Documents (excluding the Rule 2.7 Announcement), are substantially consistent in all material respects with the terms of the Rule 2.7 Announcement together with any amendments or other changes which would be permitted under this paragraph 12. (f) Unless otherwise consented to by the Additional Facility Lenders (such consent not to be unreasonably withheld, conditioned or delayed), if the Acquisition is effected by way of an Offer, New Bidco shall not specify an Acceptance Condition for such Offer of less than the Minimum Acceptance Threshold or otherwise waive or amend the Acceptance Condition such that it falls below the Minimum Acceptance Threshold. (g) For the avoidance of doubt, in the event that: (i) the Target has issued a Scheme Document, subject to compliance with paragraph (f) above, nothing in this Additional Facility Notice shall prevent New Bidco from subsequently proceeding with an Offer; and (ii) New Bidco has issued an Offer Document, nothing in this Additional Facility Notice shall prevent New Bidco from subsequently proceeding with a Scheme.

Acquisition Undertakings. (a) New The Company and/or Bidco 2 shall: (i) issue the Press Release in the agreed form within 10 Business Days after the date of this Agreement; (ii) post the Offer Document to holders of Shares of Xxxxxxxxx within 20 Business Days after the date on which the Press Release is issued; (iii) ensure that the Press Release and Offer Document and any other documents relating to the Offer provided to the Agent contain all the material terms and conditions of the Offer; and (iv) ensure that the Offer Document sets out the terms and conditions of the Offer, which shall be consistent in all material respects with the terms and conditions of the Offer as described in the Investment Agreement and the Press Release, unless: (A) previously approved by the Arrangers in writing; or (B) such inconsistency is required by law, regulation or any relevant regulatory authority and, in each case, does not (x) increase the Offer price; (y) change the form of consideration payable under the Offer, and/or (z) involve any waiver of the Acceptance Condition or amendment reducing the percentage referred to in the definition of Acceptance Condition in Clause 1.1 (Definitions). (b) The Company and Bidco 2 shall comply at all times in all material respects with all applicable laws or regulations relating to the Offer. (c) The Company and Bidco 2 shall not amend, increase the price to be paid for the Xxxxxxxxx ADSs pursuant to the Offer unless such increase is: (i) made with the consent of the Arrangers; or (ii) funded from cash proceeds raised by way of the Rights Issue or from an issue of shares by the Company. (d) The Company or Bidco 2 shall not amend or waive or treat as satisfied any material term or condition relating to the Acquisition from that set out in the draft Rule 2.7 Announcement most recently delivered to the Agent in accordance with paragraph 3 of Schedule 1 (Conditions Precedent), any Offer Document in a manner or to the extent that would be materially prejudicial to the interests of the Additional Facility Lenders (taken as a whole) whole under the Finance Documents, Documents other than any amendment or waiver: (i) subject to paragraph made with the consent of all the Arrangers (f) below, in the case of an Offer, reducing the Acceptance Condition to no lower than the Minimum Acceptance Thresholdacting reasonably); (ii) required or requested by the Panel or the Court, or reasonably determined by New the Company or Bidco 2 (acting on the advice of its legal advisers) as being necessary or desirable to comply with respond to comments made by the requirements or requests (as applicable) of the City CodeUnited Kingdom Listing Authority, the Panel or London Stock Exchange, the Court New York Stock Exchange, the Securities and Exchange Commission or any other relevant regulatory body or as required by applicable law or regulation; (iii) increasing the price to change be paid for the purchase price Xxxxxxxxx ADSs or other consideration Xxxxxxxxx Shares under the Offer to the extent otherwise permitted by paragraph (or any amendment or waiver c) of any written agreement related thereto) in connection with the Acquisition;this Clause; or (iv) (unless a Major Default is continuing) extending the period in which holders of the Target Xxxxxxxxx ADSs or Xxxxxxxxx Shares may accept the terms of the Scheme orOffer, (and provided that, in any case, any waiver of the Acceptance Condition or amendment reducing the percentage referred to in the definition of Acceptance Condition in Clause 1.1 (Definitions) will require the consent of all the Arrangers). (e) Save as required by the case may beUnited Kingdom listing authority, the Offer (including by reason London Stock Exchange, the New York Stock Exchange, the Securities and Exchange Commission or any other applicable law, regulation or regulatory body, the Company or Bidco 2 shall not make any press release or other public statement in respect of the adjournment Acquisition (other than in the Press Release or any Offer Document) which refers to any Facility, any Finance Document or the Finance Parties or any of any meeting them (in such capacity), without first obtaining the prior approval of the Agent (not to be unreasonably withheld or court hearingdelayed)); (v) . If the Company or Bidco 2 does become so required, it shall notify the Agent as soon as practicable upon becoming aware of the requirement and to the extent it relates to any term or condition to practical shall consult with the Acquisition which New Bidco reasonably considers (acting in good faith) that it would not be entitled, in accordance with Rule 13.5(a) Agent on the terms of the City Codereference. For the avoidance of doubt, to invoke so as to cause the Acquisition not to proceed, to lapse or to be withdrawn (and the other conditions to the Acquisition have been, or will contemporaneously be, satisfied or waived, as permitted under this paragraph (a));e) shall not restrict the Company or Bidco 2 from making any disclosure that is required or customary in relation to the Finance Documents or the identity of the Finance Parties in the Offer Document or the Prospectus or making any required filings with the Securities and Exchange Commission or as required by law or its auditors or in its audited financial statements. (vif) required to allow the Acquisition to switch from being effected by way of an Offer to a Scheme or from a Scheme to an Offer; and/or (vii) made with The Company shall not without the consent of the Majority Lenders under save as required by the Additional Facility United Kingdom listing authority, the London Stock Exchange, the New York Stock Exchange, the Securities and Exchange Commission or any other applicable law, regulation or regulatory body or by any applicable court declare, accept, treat as satisfied or waive any condition of the Offer (such consent other than any waiver of the recommendation of the Xxxxxxxxx board) where the Company (acting reasonably) considers it is not to be unreasonably withheld, conditioned actually satisfied or delayed).has not been complied with: (bi) New Bidco shall comply in all material respects with to the City Code (subject to any waiver or dispensation of any kind granted by the Panel or the requirements of the Court), save where non-compliance extent that doing so would not be materially prejudicial to the interests of the Additional Facility Lenders (taken as a whole) under the Finance Documents.Lenders; or (cii) New Bidco where a change or changes shall not take any steps as have occurred in Elizabeth’s or its Subsidiaries’ business, properties, assets, liabilities, capitalisation, shareholders’ equity, financial condition, operations, results of operations or prospect that has had or could reasonably be expected to have a result of which any Group Company is obliged to make a mandatory offer under Rule 9 of the City Code. (d) Except to the extent required by the City Code, the Panel or the Court, New Bidco shall not, without the prior consent of the Majority Lenders under the Additional Facility (such consent not to be unreasonably withheld, conditioned or delayed), modify the Rule 2.7 Announcement (except as permitted by paragraph (a) above unless prohibited by paragraph (b) above) from the draft Rule 2.7 Announcement delivered to the Agent in accordance with paragraph 3 of Schedule 1 (Conditions Precedent) in any manner which (when taken material and adverse effect on Xxxxxxxxx and its Subsidiaries as a whole and having regard which would entitle Bidco 2 not to the Acquisition as a whole) would be materially adverse to the interests of the Additional Facility Lenders (taken as a whole) under the Finance Documents or otherwise contrary to the terms of this Additional Facility Notice. (e) New Bidco shall ensure that the Scheme Documents (excluding the Rule 2.7 Announcement), or if applicable, complete the Offer Documents (excluding the Rule 2.7 Announcement), are substantially consistent in all material respects with the terms of the Rule 2.7 Announcement together with any amendments or other changes which would be permitted under this paragraph 12. (f) Unless otherwise consented to by the Additional Facility Lenders (such consent not to be unreasonably withheld, conditioned tender for Xxxxxxxxx ADSs or delayed), if the Acquisition is effected by way of an Offer, New Bidco shall not specify an Acceptance Condition for such Offer of less than the Minimum Acceptance Threshold or otherwise waive or amend the Acceptance Condition such that it falls below the Minimum Acceptance Threshold.Xxxxxxxxx Shares, (g) For The Company shall provide the avoidance Agent with such information as it may reasonably request regarding the status and progress of doubtthe Acquisition, (including, the current level of acceptances in respect of the event that:Offer) and any Follow-on Acquisition (in each case subject to any confidentiality, regulatory or other restrictions relating to the supply of such information). (h) The Company shall as soon as reasonably practical after despatching the Offer Document to holders of Xxxxxxxxx ADSs deliver to the Agent a copy of the Tender Offer Agreement regarding the terms upon which any of the Xxxxxxxxx ADSs which Bidco 2 may acquire pursuant to the Offer are to be held. (i) the Target has issued a Scheme Document, The Company shall (subject to compliance with paragraph any confidentiality, regulatory or other third party restrictions relating to the supply of information) promptly supply to the Agent (fin sufficient copies for all of the Lenders, if the Agent so requests): (i) abovecopies of all material documents, nothing certificates, notices or announcements received or issued by it (or on its behalf) in this Additional Facility Notice shall prevent New relation to the Offer; (ii) notice once it or Bidco from subsequently proceeding with an 2 has acquired 75 per cent. or more of the Xxxxxxxxx ADS and/or Xxxxxxxxx Shares (and thereafter notice once it has acquired 85 per cent., 90 per cent. and 95 per cent. or more) other than pursuant to the Offer; and (iiiii) New such further information relating to the Offer as the Agent may reasonably request. (j) If any member of the Group becomes aware of a circumstance or event which, if not waived, would entitle Bidco has issued an Offer Document2 to lapse the Offer, nothing in this Additional Facility Notice the Company shall prevent New Bidco from subsequently proceeding with a Schemepromptly notify the Agent.

Acquisition Undertakings. (a) New Bidco The Company shall not amend, waive use reasonable endeavours to issue the Scheme Circular or treat as satisfied any material term or condition relating to ensure that the Acquisition from that set out in the draft Rule 2.7 Announcement most recently delivered to the Agent in accordance with paragraph 3 of Schedule 1 (Conditions Precedent), in a manner or to the extent that would be materially prejudicial to the interests of the Additional Facility Lenders (taken as a whole) under the Finance Documents, other than any amendment or waiverScheme Circular is issued: (i) subject to paragraph (f) below, in by no later than date falling 28 days after the case of an Offer, reducing date the Acceptance Condition to no lower than the Minimum Acceptance Threshold;Press Release is issued; or (ii) required or requested by if later, promptly after the Panel or date on which the Court, or reasonably determined by New Bidco as being necessary or desirable to comply with the requirements or requests (as applicable) Court convenes a meeting of the City Code, the Panel or the Court or any other relevant regulatory body or applicable law or regulation; (iii) to change the purchase price or other consideration (or any amendment or waiver of any written agreement related thereto) in connection with the Acquisition; (iv) extending the period in which holders shareholders of the Target Shares may accept to consider the terms of the Scheme or, as the case may be, the Offer (including by reason of the adjournment of any meeting or court hearing)); (v) to the extent it relates to any term or condition to the Acquisition which New Bidco reasonably considers (acting in good faith) that it would not be entitled, in accordance with Rule 13.5(a) of the City Code, to invoke so as to cause the Acquisition not to proceed, to lapse or to be withdrawn (and the other conditions to the Acquisition have been, or will contemporaneously be, satisfied or waived, as permitted under this paragraph (a)); (vi) required to allow the Acquisition to switch from being effected by way of an Offer to a Scheme or from a Scheme to an Offer; and/or (vii) made with the consent of the Majority Lenders under the Additional Facility (such consent not to be unreasonably withheld, conditioned or delayed)Scheme. (b) New Bidco Unless required to do so by Applicable Law, the Panel, the London Stock Exchange, the Listing Rules and/or the Court, the Company shall not make any statement, press release or announcement (other than the Press Release and the Scheme Circular) containing any information concerning the Acquisition, the Finance Documents or the transactions contemplated by them or the Finance Parties, in each case, without the prior consent of the Agent (acting on the instructions of the Majority Lenders who shall not unreasonably withhold or delay their consent). If any such requirement arises, the Company shall notify the Agent as soon as practicable on becoming aware of the requirement. (c) The Company shall comply in at all material respects times with the City Code (subject to any waiver or dispensation of any kind granted by the Panel or the requirements of the Court)Panel) and all other Applicable Law, save where non-compliance if failure so to comply would not be materially prejudicial to and adversely affect the interests of the Additional Facility Lenders (taken as a whole) under the Finance Documents. (cd) New Bidco shall not take any steps as a result of which any Group Company is obliged Subject to make a mandatory offer under Rule 9 Applicable Law, the requirements of the City CodePanel, the London Stock Exchange, the Listing Rules and/or the Court and any confidentiality obligations: (i) the Company will keep the Agent informed as to any material developments in relation to the Acquisition (including, without limitation, the occurrence of the Scheme Effective Date); and (ii) the Company shall promptly provide to the Agent (for information purposes only) such other information as the Agent may reasonably request regarding the status and progress of the Acquisition. (de) Except to the extent required by the City Code, the Panel or the Court, New Bidco The Company shall not, without except with the prior consent of the Majority Lenders under Lenders: (i) increase, or do anything which would result in an increase, of the Additional Facility cash element of the purchase price for the Shares specified in the Press Release (such consent not to be unreasonably withheld, conditioned including either an increase in the absolute cash amount or delayedan increase in the cash element as a proportion of the overall purchase price), modify the Rule 2.7 Announcement (except as permitted by paragraph (a) above unless prohibited by paragraph (b) above) from the draft Rule 2.7 Announcement delivered to the Agent in accordance with paragraph 3 extent such increase is not funded by the proceeds of Schedule 1 any additional Financial Indebtedness; (Conditions Precedentii) waive or amend any term or condition of the Scheme in any manner which respect, except (when taken as a whole and having regard to the Acquisition as a wholeextent): (A) would required by Applicable Law, the Panel, the London Stock Exchange, the Listing Rules and/or the Court; or (B) such action could not reasonably be expected to materially adverse to and adversely affect the interests of the Additional Facility Lenders (taken as a whole) under the Finance Documents Documents; (iii) declare, accept or otherwise contrary treat as satisfied any condition of the Scheme where it has not actually been satisfied or has not been complied with, except (and to the terms of this Additional Facility Notice.extent): (eA) New Bidco shall ensure that the Scheme Documents (excluding the Rule 2.7 Announcement), or if applicablerequired to do so Applicable Law, the Offer Documents Panel, the London Stock Exchange, the Listing Rules and/or the Court; or (excluding B) such action could not reasonably be expected to materially and adversely affect the Rule 2.7 Announcement), are substantially consistent in all material respects with the terms interests of the Lenders (taken as a whole) under the Finance Documents; (iv) take any action which would require it to make a mandatory offer pursuant to Rule 2.7 Announcement together 9 of the City Code; or (v) agree to any arrangement(s) with any amendments governmental, regulatory or other changes which would similar authority in order to satisfy any term or condition of the Scheme, except (and to the extent): (A) required by Applicable Law, the Panel, the London Stock Exchange, the Listing Rules and/or the Court; or (B) such action could not reasonably be permitted expected to materially and adversely affect the interests of the Lenders (taken as a whole) under this paragraph 12the Finance Documents. (f) Unless otherwise consented The Company must complete all administrative procedures necessary to effect a delisting of the shares in the capital of the Target from the London Stock Exchange and to re-register the Target as a private limited company promptly after the Scheme Effective Date and in any case by the Additional Facility Lenders (such consent not to be unreasonably withheld, conditioned or delayed), if the Acquisition is effected by way of an Offer, New Bidco shall not specify an Acceptance Condition for such Offer of less no later than the Minimum Acceptance Threshold or otherwise waive or amend date falling three Months after the Acceptance Condition such Scheme Effective Date, in each case, to the extent that it falls below the Minimum Acceptance Thresholdis able to do so in accordance with all applicable laws and regulations. (g) For The Company must complete all administrative procedures necessary to effect the avoidance listing of doubt, the shares in the event that: (i) capital of the Target Company on the Official List of the London Stock Exchange as soon as reasonably practicable after approval to such admission has issued a Scheme Document, subject to compliance with paragraph (f) above, nothing in this Additional Facility Notice shall prevent New Bidco from subsequently proceeding with an Offer; and (ii) New Bidco has issued an Offer Document, nothing in this Additional Facility Notice shall prevent New Bidco from subsequently proceeding with a Schemebeen granted by the Financial Conduct Authority and the London Stock Exchange.

Acquisition Undertakings. (a) New Bidco shall not amendSubject to paragraph (b) below, waive any publicity or treat as satisfied any material term or condition relating information released to the Acquisition from that set out press and any announcements made in connection with the draft Rule 2.7 Announcement most recently delivered to Facilities shall be managed exclusively by the Agent in accordance with paragraph 3 of Schedule 1 (Conditions Precedent)Companies and, in a manner or other than to the extent that would be materially prejudicial to the interests of the Additional Facility Lenders (taken as a whole) under the Finance Documents, other than required by any amendment or waiver: (i) subject to paragraph (f) below, in the case of an Offer, reducing the Acceptance Condition to no lower than the Minimum Acceptance Threshold; (ii) required or requested by the Panel or the Court, or reasonably determined by New Bidco as being necessary or desirable to comply with the requirements or requests (as applicable) of the City Code, the Panel or the Court or any other relevant regulatory body or applicable law or regulation; , no announcements or public disclosure regarding the Facilities (iii) including any public disclosure to change the purchase price or other consideration (or any amendment or waiver of any written agreement related thereto) be made in connection with the Acquisition; (iv) extending or any roles as arranger, bookrunner, lender or agent shall be made by the period in which holders of Finance Parties without the Target Shares may accept the terms of the Scheme or, as the case may be, the Offer (including by reason of the adjournment of any meeting or court hearing)); (v) to the extent it relates to any term or condition to the Acquisition which New Bidco reasonably considers (acting in good faith) that it would not be entitled, in accordance with Rule 13.5(a) of the City Code, to invoke so as to cause the Acquisition not to proceed, to lapse or to be withdrawn (and the other conditions to the Acquisition have been, or will contemporaneously be, satisfied or waived, as permitted under this paragraph (a)); (vi) required to allow the Acquisition to switch from being effected by way of an Offer to a Scheme or from a Scheme to an Offer; and/or (vii) made with the prior written consent of the Majority Lenders under Companies. (b) The Companies must not (and shall procure that Bidco will not) issue any press release or make any statement or announcement which makes reference to the Additional Facilities or to some or all of the Finance Parties or to the Finance Documents, unless required by applicable law or regulation or any court or regulatory body (in which case the Companies must notify the Facility Agent as soon as practicable upon becoming aware of the requirement) without the written approval of the Facility Agent (such consent not to be unreasonably withheld, conditioned withheld or delayed). (bc) New The Companies must (and shall procure that Bidco shall will) comply in all material respects with all applicable laws and regulations relevant in the City Code (subject to any waiver or dispensation of any kind granted by the Panel or the requirements context of the Court), save where non-compliance would not be materially prejudicial to the interests of the Additional Facility Lenders (taken as a whole) under the Finance Documents. (c) New Bidco shall not take any steps as a result of which any Group Company is obliged to make a mandatory offer under Rule 9 of the City CodeAcquisition. (d) Except to the extent required by the City Code, the Panel The Companies must (or the Court, New shall procure that Bidco shall not, without the prior consent of the Majority Lenders under the Additional Facility (such consent not to be unreasonably withheld, conditioned or delayed), modify the Rule 2.7 Announcement (except as permitted by paragraph (a) above unless prohibited by paragraph (b) above) from the draft Rule 2.7 Announcement delivered to the Agent in accordance with paragraph 3 of Schedule 1 (Conditions Precedent) in any manner which (when taken as a whole and having regard to the Acquisition as a whole) would be materially adverse to the interests of the Additional Facility Lenders (taken as a whole) under the Finance Documents or otherwise contrary to the terms of this Additional Facility Notice. (e) New Bidco shall ensure that the Scheme Documents (excluding the Rule 2.7 Announcement), or if applicable, the Offer Documents (excluding the Rule 2.7 Announcement), are substantially consistent in all material respects with the terms of the Rule 2.7 Announcement together with any amendments or other changes which would be permitted under this paragraph 12. (f) Unless otherwise consented to by the Additional Facility Lenders (such consent not to be unreasonably withheld, conditioned or delayed), if the Acquisition is effected by way of an Offer, New Bidco shall not specify an Acceptance Condition for such Offer of less than the Minimum Acceptance Threshold or otherwise waive or amend the Acceptance Condition such that it falls below the Minimum Acceptance Threshold. (g) For the avoidance of doubt, in the event that:will): (i) supply to the Target has issued Facility Agent a Scheme Documentcopy of each principal document setting out the material terms applicable to the Acquisition, subject to compliance with paragraph (f) above, nothing in promptly after its release after the date of this Additional Facility Notice shall prevent New Bidco from subsequently proceeding with an OfferAgreement; and (ii) New subject to any confidentiality, regulatory or other restrictions relating to the supply of such information (provided that the Companies shall use reasonable endeavours to overcome any confidentiality limitations), promptly supply to the Facility Agent: (A) copies of each other document, certificate, notice and announcement received or issued by it or on its behalf in relation to the Acquisition which is material in the context of the Facilities; (B) such information regarding the Acquisition as the Facility Agent may reasonably request; and (C) details of any amendment, variation or waiver of any of the material terms applicable to the Acquisition and a copy of any related document. (e) The Companies must promptly notify (or shall procure that Bidco has issued an Offer Documentwill promptly notify) the Facility Agent if the Merger Agreement (or any substitute Acquisition Document which replaces it) is terminated in accordance with its terms (including, nothing without limitation, as a result of the expiry of a long stop date to which such document is subject). (f) The Companies must notify the Facility Agent in this Additional Facility Notice shall prevent New Bidco from subsequently proceeding with writing within 10 days of the board of directors of the Companies (or a Schemeduly appointed committee or delegate thereof) resolving no longer to pursue the Acquisition.

Acquisition Undertakings. (a) New Except with the prior written consent of the Majority Lenders (or, where indicated below, the requisite number of Bookrunners) the Companies must not (and shall procure that no Bidco shall not amend, waive or treat as satisfied any material term or condition relating to will): (i) increase the Acquisition from that price payable per Target Share above the price set out in the draft Rule 2.7 Announcement most recently delivered Offer to Purchase for Cash or Arrangement Agreement (as the Agent in accordance with paragraph 3 of Schedule 1 (Conditions Precedent), in a manner or case may be) except to the extent that such increase has been consented to in writing by all of the Bookrunners; (ii) if the Acquisition is proceeding by way of an Offer, amend, vary or waive (or otherwise treat as satisfied in circumstances where it has not been satisfied): (A) any of conditions (a), (e)(i), (e)(ii) or (e)(iii) of the Initial Offer Conditions; or (B) any of conditions (b), (c), (f) or (h) of the Initial Offer Conditions, in each case to the extent that the same would or would be reasonably likely to have a Material Adverse Effect (as defined in the Initial Offer Conditions) on the BHP Billiton Group and the Target on a consolidated basis and, as a result, would be, or would be reasonably likely to be, materially prejudicial to the interests of the Additional Facility Lenders (taken as a whole) under the Finance DocumentsFacilities, other than any amendment or waiver: (iI) subject to paragraph (f) below, in the case of an Offer, reducing the Acceptance Condition to no lower than the Minimum Acceptance Threshold; (ii) required or requested by the Panel or the Court, or reasonably determined by New Bidco as being necessary or desirable to comply with the requirements or requests (as applicable) consent of all of the City Code, the Panel Bookrunners (not to be unreasonably withheld or the Court delayed) or any other relevant regulatory body or (II) where required by applicable law or regulationregulation or any court or regulatory body; (iii) to change if the purchase price Acquisition is proceeding by way of an Arrangement, amend, vary or other consideration waive (or otherwise treat as satisfied in circumstances where it has not been satisfied) any amendment or waiver of any written agreement related thereto) in connection with the Acquisition;Initial Arrangement Conditions, other than as may be agreed between the Companies and the Bookrunners; or (iv) extending the period in which holders of the Target Shares may accept the terms of the Scheme orissue any press release or make any statement or announcement (other than, as the case may be, the Offer (including by reason to Purchase for Cash or the Arrangement Documents) which makes reference to the Facilities or to some or all of the adjournment of any meeting Finance Parties or court hearing)); (v) to the extent it relates to Finance Documents, unless required by applicable law or regulation or any term court or condition to regulatory body (in which case the Acquisition which New Bidco reasonably considers (acting in good faith) that it would not be entitled, in accordance with Rule 13.5(a) Companies must notify the Facility Agent as soon as practicable upon becoming aware of the City Code, to invoke so as to cause requirement) without the Acquisition not to proceed, to lapse or to be withdrawn (and the other conditions to the Acquisition have been, or will contemporaneously be, satisfied or waived, as permitted under this paragraph (a)); (vi) required to allow the Acquisition to switch from being effected by way written approval of an Offer to a Scheme or from a Scheme to an Offer; and/or (vii) made with the consent all of the Majority Lenders under the Additional Facility Bookrunners (such consent not to be unreasonably withheld, conditioned withheld or delayed). (b) New Bidco shall comply If the Acquisition is proceeding by way of an Arrangement, the Arrangement Agreement may, at the sole discretion of the Companies, contain conditions additional to the Initial Arrangement Conditions, and the Companies or any wholly-owned Subsidiary of either of them may amend, vary or waive (or otherwise treat as satisfied in all material respects with circumstances where it has not been satisfied) any of such additional conditions without the City Code (subject to any waiver or dispensation consent of any kind granted by the Panel or the requirements of the Court), save where non-compliance would not be materially prejudicial to the interests of the Additional Facility Lenders (taken as a whole) under the Bookrunners or any other Finance DocumentsParty. (c) New Bidco shall not take any steps as a result of which any Group Company is obliged to make a mandatory offer under Rule 9 of the City Code. (d) Except to the extent required by the City Code, the Panel or the Court, New Bidco shall not, without the prior consent of the Majority Lenders under the Additional Facility (such consent not to be unreasonably withheld, conditioned or delayed), modify the Rule 2.7 Announcement (except as permitted by paragraph (a) above unless prohibited by paragraph (b) above) from the draft Rule 2.7 Announcement delivered to the Agent in accordance with paragraph 3 of Schedule 1 (Conditions Precedent) in any manner which (when taken as a whole and having regard to the Acquisition as a whole) would be materially adverse to the interests of the Additional Facility Lenders (taken as a whole) under the Finance Documents or otherwise contrary to the terms of this Additional Facility Notice. (e) New Bidco shall ensure that the Scheme Documents (excluding the Rule 2.7 Announcement), or if applicable, the Offer Documents (excluding the Rule 2.7 Announcement), are substantially consistent in all material respects with the terms of the Rule 2.7 Announcement together with any amendments or other changes which would be permitted under this paragraph 12. (f) Unless otherwise consented to by the Additional Facility Lenders (such consent not to be unreasonably withheld, conditioned or delayed), if the Acquisition is effected by way of an Offer, New Bidco shall not specify an Acceptance Condition for such Offer of less than the Minimum Acceptance Threshold or otherwise waive or amend the Acceptance Condition such that it falls below the Minimum Acceptance Threshold. (g) For the avoidance of doubt, nothing in the definition of “Material Adverse Effect” used in the Initial Offer Conditions, the Initial Arrangement Conditions, the Offer Documents or the Arrangement Documents (as appropriate) shall have any bearing on the interpretation or construction of the definition of “Material Adverse Effect” used in this Agreement or any other Finance Document. (d) The Companies must (and shall procure that any Bidco will) comply in all material respects with all applicable laws and regulations relevant in the context of the Offer or Arrangement (as applicable). (e) The Companies must (and shall procure that any Bidco will): (i) if the Acquisition is implemented by way of an Offer, supply to the Facility Agent a copy of the Offer to Purchase for Cash, promptly after its release (and in any event before the first Utilisation Date); (ii) if the Acquisition is implemented by way of an Arrangement, supply to the Facility Agent a copy of the Arrangement Agreement, promptly after it is agreed (and in any event before the first Utilisation Date); and (iii) subject to any confidentiality, regulatory or other restrictions relating to the supply of such information (provided that the Companies shall use reasonable endeavours to overcome any confidentiality limitations), promptly supply to the Facility Agent: (A) copies of each other Offer Document (if an Offer is launched) or each other Arrangement Document (if an Arrangement is to be entered into) and all other documents, certificates, notices and announcements received or issued by it or on its behalf in relation to the Offer or Arrangement (as applicable) which are material in the context of the Facilities; and (B) such information regarding the Offer or Arrangement (as applicable) as the Facility Agent may reasonably request. (f) The Companies must promptly notify (and shall procure that any Bidco will promptly notify) the Facility Agent if the Offer or Arrangement (as applicable) lapses, is withdrawn or otherwise terminates. (g) The Companies must ensure that: (i) if the Target has issued Acquisition is proceeding by way of an Offer, the Offer Documents (taken as a Scheme Documentwhole and as amended, subject to compliance with paragraph (fvaried, supplemented or waived in a manner not prohibited by this Agreement) above, nothing in this Additional Facility Notice shall prevent New Bidco from subsequently proceeding with an contain all the material terms of the Offer; and (ii) New Bidco has issued if the Acquisition is proceeding by way of an Offer DocumentArrangement, nothing the Arrangement Documents (taken as a whole and as amended, varied, supplemented or waived in a manner not prohibited by this Additional Facility Notice shall prevent New Bidco from subsequently proceeding with a SchemeAgreement) contain all the material terms of the Arrangement.

Acquisition Undertakings. (a) New In each case subject to any confidentiality, regulatory or legal restrictions relating to the supply of such information (other than, in the case of any confidentiality restriction, any such restriction created by an Acquisition Obligor), the Company will keep the Administrative Agent informed as to any material developments in relation to the Acquisition (including, if the Acquisition is effected by means of an Offer, by promptly delivering to the Administrative Agent copies of any press releases required to be made by Bidco under the Takeover Code (including press releases in respect of any irrevocable acceptances received in relation to the Offer)) and will: (i) promptly notify the Administrative Agent in writing of the making, and the date of, any Election; (ii) if the Acquisition is to be implemented by means of a Scheme, (A) notify the Administrative Agent promptly in writing after becoming aware that the Scheme Court Order has been issued and a copy has been delivered to the Registrar and (B) promptly following receipt deliver to the Administrative Agent (1) a copy of the Scheme Court Order, (2) a copy of the Scheme Circular and (3) the Scheme Resolution passed at the Target General Meeting, in each case for information purposes only and not required to be in form and substance satisfactory to the Administrative Agent and the Lenders; and (iii) if the Acquisition is to be implemented by means of an Offer, (A) notify the Administrative Agent promptly in writing after becoming aware that (1) the Offer Documents have been sent to the Target Shareholders and the date on which the same were sent to the Target Shareholders and (2) the Offer has become, or been declared, unconditional and (B) promptly deliver to the Administrative Agent (1) a copy of the Offer Press Release and (2) a copy of the Offer Documents, in each case for information purposes only and not required to be in form and substance satisfactory to the Administrative Agent and the Lenders. (b) The Company shall not, and shall not amend, permit Bidco to: (i) waive or treat as satisfied amend any material term or condition relating to the Acquisition from that set out in the draft Rule 2.7 Announcement most recently delivered to the Agent in accordance with paragraph 3 of Schedule 1 (Conditions Precedent), in a manner where such waiver or to the extent that amendment would be materially prejudicial reasonably expected to the interests of the Additional Facility Lenders (taken as a whole) under the Finance Documents, other than any amendment or waiver: (i) subject to paragraph (f) below, in the case of an Offer, reducing the Acceptance Condition to no lower than the Minimum Acceptance Threshold; (ii) required or requested by the Panel or the Court, or reasonably determined by New Bidco as being necessary or desirable to comply with the requirements or requests (as applicable) of the City Code, the Panel or the Court or any other relevant regulatory body or applicable law or regulation; (iii) to change the purchase price or other consideration (or any amendment or waiver of any written agreement related thereto) in connection with the Acquisition; (iv) extending the period in which holders of the Target Shares may accept the terms of the Scheme or, as the case may be, the Offer (including by reason of the adjournment of any meeting or court hearing)); (v) to the extent it relates to any term or condition to the Acquisition which New Bidco reasonably considers (acting in good faith) that it would not be entitled, in accordance with Rule 13.5(a) of the City Code, to invoke so as to cause the Acquisition not to proceed, to lapse or to be withdrawn (and the other conditions to the Acquisition have been, or will contemporaneously be, satisfied or waived, as permitted under this paragraph (a)); (vi) required to allow the Acquisition to switch from being effected by way of an Offer to a Scheme or from a Scheme to an Offer; and/or (vii) made with the consent of the Majority Lenders under the Additional Facility (such consent not to be unreasonably withheld, conditioned or delayed). (b) New Bidco shall comply in all material respects with the City Code (subject to any waiver or dispensation of any kind granted by the Panel or the requirements of the Court), save where non-compliance would not be materially prejudicial to the interests of the Additional Facility Lenders (taken as a whole) under the Finance Documents. (c) New Bidco shall not take any steps as a result of which any Group Company is obliged to make a mandatory offer under Rule 9 of the City Code. (d) Except to the extent required by the City Code, the Panel or the Court, New Bidco shall not, without the prior consent of the Majority Lenders under the Additional Facility (such consent not to be unreasonably withheld, conditioned or delayed), modify the Rule 2.7 Announcement (except as permitted by paragraph (a) above unless prohibited by paragraph (b) above) from the draft Rule 2.7 Announcement delivered to the Agent in accordance with paragraph 3 of Schedule 1 (Conditions Precedent) in any manner which (when taken as a whole and having regard to the Acquisition as a whole) would be materially adverse to the interests of the Additional Facility Lenders Lenders, except (taken as a wholeA) under the Finance Documents or otherwise contrary to the terms of this Additional Facility Notice. (e) New Bidco shall ensure that extent required by the Scheme Documents (excluding the Rule 2.7 Announcement), or if applicableTakeover Code, the Offer Documents (excluding Takeover Panel, the Rule 2.7 Announcement)Court or any other applicable law, are substantially consistent in all material respects with the terms of the Rule 2.7 Announcement together with any amendments regulation or other changes which would be permitted under this paragraph 12. (f) Unless otherwise consented to by the Additional Facility Lenders (such consent not to be unreasonably withheld, conditioned or delayed), if the Acquisition is effected by way of an Offer, New Bidco shall not specify an Acceptance Condition for such Offer of less than the Minimum Acceptance Threshold or otherwise waive or amend the Acceptance Condition such that it falls below the Minimum Acceptance Threshold. (g) For the avoidance of doubt, in the event that: (i) the Target has issued a Scheme Document, subject to compliance with paragraph (f) above, nothing in this Additional Facility Notice shall prevent New Bidco from subsequently proceeding with an Offer; and (ii) New Bidco has issued an Offer Document, nothing in this Additional Facility Notice shall prevent New Bidco from subsequently proceeding with a Scheme.regulatory body,