Common use of Antitrust Obligations Clause in Contracts

Antitrust Obligations. 6.1 The right of Cayman 7 to exercise (i) any Cayman 7 Call Option (the “Relevant Cayman 7 Call Option”) the completion of which would give CEDC the right to exercise control rights in respect of the Company, which rights would require an Antitrust Approval; and (ii) any subsequent Cayman 7 Call Options, shall be subject, in each case, to such Antitrust Approval being received. For the avoidance of doubt, if the Cayman 7 Call Option Exercise Date of the Relevant Cayman 7 Call Option has been amended in accordance with Clause 3.1.5, such that it falls on the same date as the Cayman 7 Call Option Exercise Date of any other Cayman 7 Call Option(s), then the exercise of such other Cayman 7 Call Option(s) shall not be subject to such Antitrust Approval being received. 6.2 If such a required Antitrust Approval has not been received prior to the Cayman 7 Call Option Exercise Date of the Relevant Cayman 7 Call Option as such date may be amended in accordance with this Agreement except by operation of this Clause 6 (the “Relevant Cayman 7 Call Option Exercise Date”), Cayman 7 shall be obligated to pay to the Holdcos in cash: 6.2.1 if the Relevant Cayman 7 Call Option Exercise Date occurs on or before 31 December 2011, the lower of $50 million, and the Antitrust Adjustment Payment; and 6.2.2 if the Relevant Cayman 7 Call Option Exercise Date occurs after 31 December 2011, the lower of $42.5 million, and the Antitrust Adjustment Payment, in each case, on the Relevant Cayman 7 Call Option Exercise Date. Such payment will be allocated between the Holdcos in the Holdco Sharing Proportions. 6.3 If Antitrust Approval is subsequently received after the Relevant Cayman 7 Call Option Exercise Date, the Cayman 7 Call Option Exercise Date of the Relevant Cayman 7 Call Option, and any other Cayman 7 Call Options delayed in accordance with the provision of this Clause 6, shall be deemed to be the date falling 60 days after the date of receipt of Antitrust Approval and all remaining Cayman 7 Call Options shall once again be exercisable in accordance with their terms. 6.4 The $ Initial Cash Amounts payable to Cayman 4 and Cayman 5 in relation to the Relevant Cayman 7 Call Option shall be reduced by the amount actually received in accordance with Clause 6.2, allocated between the Holdcos in the Holdco Sharing Proportions. 6.5 Where the exercise by Cayman 7 of any Cayman 7 Call Option is delayed due to the failure to obtain Antitrust Approval, the Initial Cash Amounts payable following the exercise of such Cayman 7 Call Option shall be increased by an amount equal to interest accruing thereon at an annual rate of 8 per cent. from the relevant Cayman 7 Call Option Exercise Date before the application of Clauses 6.1 and 6.3 until the relevant Cayman 7 Call Option Exercise Date following the application of Clauses 6.1 and 6.3 6.6 If Antitrust Approval is not subsequently received after the Relevant Cayman 7 Call Option Exercise Date, and an Exit is undertaken, then Cayman 7 shall, from the proceeds received from such Exit, pay to the Holdcos within 30 days of such Exit, an amount in cash equal to the amount by which the Antitrust Adjustment Payment under Clause 6.2 exceeds the amounts paid by Cayman 7 to the Holdcos pursuant to Clause 6.2. Such payment will be allocated between the Holdcos in the Holdco Sharing Proportions, and shall in no circumstance exceed the aggregate Exit proceeds received by Cayman 7 net of any fees, costs or expenses incurred by Cayman 7 with regard to such Exit.

Antitrust Obligations. 6.1 The right of Cayman 7 to exercise (i) any Cayman 7 Call Option (the “Relevant Cayman 7 Call Option”) the completion of which would give CEDC the right to exercise control rights in respect of the Company, which rights would require an Antitrust Approval; and (ii) any subsequent Cayman 7 Call Options, shall be subject, in each case, to such Antitrust Approval being received. For the avoidance of doubt, if the Cayman 7 Call Option Exercise Date of the Relevant Cayman 7 Call Option has been amended in accordance with Clause 3.1.5, such that it falls on the same date as the Cayman 7 Call Option Exercise Date of any other Cayman 7 Call Option(s), then the exercise of such other Cayman 7 Call Option(s) shall not be subject to such Antitrust Approval being received. 6.2 If such a required Antitrust Approval has not been received prior to the Cayman 7 Call Option Exercise Date of the Relevant Cayman 7 Call Option as such date may be amended in accordance with this Agreement except by operation of this Clause 6 (the “Relevant Cayman 7 Call Option Exercise Date”), Cayman 7 shall be obligated to pay to the Holdcos in cash: 6.2.1 if the Relevant Cayman 7 Call Option Exercise Date occurs on or before 31 December 2011, the lower of $50 million, and the Antitrust Adjustment Payment; and 6.2.2 if the Relevant Cayman 7 Call Option Exercise Date occurs after 31 December 2011, the lower of $42.5 million, and the Antitrust Adjustment Payment, in each case, on the Relevant Cayman 7 Call Option Exercise Date. Such payment will be allocated between the Holdcos in the Holdco Sharing Proportions. 6.3 If Antitrust Approval is subsequently received after the Relevant Cayman 7 Call Option Exercise Date, the Cayman 7 Call Option Exercise Date of the Relevant Cayman 7 Call Option, and any other Cayman 7 Call Options delayed in accordance with the provision of this Clause 6, shall be deemed to be the date falling 60 days after the date of receipt of Antitrust Approval and all remaining Cayman 7 Call Options shall once again be exercisable in accordance with their terms. 6.4 The $ Initial Cash Amounts payable to Cayman 4 and Cayman 5 in relation to the Relevant Cayman 7 Call Option shall be reduced by the amount actually received in accordance with Clause 6.26, allocated between the Holdcos in the Holdco Sharing Proportions. 6.5 Where the exercise by Cayman 7 of any Cayman 7 Call Option is delayed due to the failure to obtain Antitrust Approval, the Initial Cash Amounts payable following the exercise of such Cayman 7 Call Option shall be increased by an amount equal to interest accruing thereon at an annual rate of 8 per cent. from the relevant Cayman 7 Call Option Exercise Date before the application of Clauses 6.1 and 6.3 until the relevant Cayman 7 Call Option Exercise Date following the application of Clauses 6.1 and 6.3. 6.6 If Antitrust Approval is not subsequently received after the Relevant Cayman 7 Call Option Exercise Date, and an Exit is undertaken, then Cayman 7 shall, from the proceeds received from such Exit, pay to the Holdcos within 30 days of such Exit, an amount in cash equal to the amount by which the Antitrust Adjustment Payment under Clause 6.2 exceeds the amounts paid by Cayman 7 to the Holdcos pursuant to Clause 6.2. Such payment will be allocated between the Holdcos in the Holdco Sharing Proportions, and shall in no circumstance exceed the aggregate Exit proceeds received by Cayman 7 net of any fees, costs or expenses incurred by Cayman 7 with regard to such Exit.