Common use of BID MANAGEMENT Clause in Contracts

BID MANAGEMENT. 5.1 The Investors will make all decisions with respect to the Offer unanimously. The decisions referred to in this clause 5.1 include (without limitation): 5.1.1 the decision in respect of the price to be paid for each Target Share under the Offer; 5.1.2 the decision as to whether to make the Offer and/or release the Announcement and the determination of the proposed timetable for the Offer; 5.1.3 any decision as to whether to have the Offer proceed by way of a Takeover Offer or a Scheme; 5.1.4 the posting of any formal offer or scheme documentation or any other document to be issued by Bidco (or for which Bidco is required to take responsibility in whole or in part) in connection with the Offer; 5.1.5 any declaration by or on behalf of Bidco that any Condition has been satisfied, that the Offer is unconditional as to acceptances or unconditional in all respects (where implemented by way of Takeover Offer rather than Scheme), or any waiver by or on behalf of Bidco of any one or more of the Conditions; 5.1.6 the structure or provider of any debt or equity finance for the Offer, including any amendment, modification or variation thereto; 5.1.7 any amendment, modification or variation to the structure of the Offer and the decision to take any action in relation to the lapse, termination or withdrawal of the Offer; 5.1.8 any application by or on behalf of Bidco to any antitrust or other regulatory authority in connection with the Offer and the giving of any undertaking or any other commitment to such authority in connection with any consent or approval sought or to be granted by such authority; 5.1.9 the giving of any approval, authorisation, consent, licence, permission or waiver required to be given by Bidco (or for which Bidco will otherwise be required to take responsibility in whole or in part) under or in connection with the Offer; 5.1.10 any amendment, variation or waiver of the consideration payable under, or any term or condition of, the Offer (other than as required by the Takeover Panel); and 5.1.11 any other material action in relation to the Offer. 5.2 The Investors will jointly agree on the timing and substance of any contact, discussion or agreement with management and the board of the Target, and any shareholders of the Target in connection with the Offer (save for any contact or discussions of an administrative or non-material nature, or contact which is required due to any board representation or observer seat of Ancala or Fiera representatives). 5.3 Each Investor will procure that, from its incorporation until the Offer Effective Time, Bidco will not conduct any business other than the implementation of the Offer and any other activities in anticipation of the Offer becoming effective or unconditional in all respects. 5.4 Unless otherwise agreed in writing between the parties (each acting reasonably), no Investor has power or authority to undertake any obligation or give any undertaking or incur any liability (including a financial obligation or liability) on behalf of any other Investor, the Consortium or Bidco.

BID MANAGEMENT. 5.1 4.1 The Investors will make all decisions with respect to the Offer unanimously. The decisions referred to in this clause 5.1 4.1 include (without limitation): 5.1.1 4.1.1 the decision in respect of the price to be paid for each Target Share under the Offer; 5.1.2 4.1.2 the decision as to whether to make the Offer and/or release the Announcement and the determination of the proposed timetable for the OfferAnnouncement; 5.1.3 4.1.3 any decision as to whether to have the Offer proceed by way of a Takeover Offer or a Scheme; 5.1.4 4.1.4 the posting of any formal offer or scheme documentation or any other document to be issued by Bidco (or for which Bidco is required to take responsibility in whole or in part) in connection with the Offer; 5.1.5 4.1.5 any declaration by or on behalf of Bidco that any Condition has been satisfied, that the Offer is unconditional as to acceptances or unconditional in all respects (where implemented by way of Takeover Offer rather than Scheme), or any waiver by or on behalf of Bidco of any one or more of the Conditions; 5.1.6 4.1.6 the structure or provider of any debt or equity finance for the Offer, including any amendment, modification or variation thereto; 5.1.7 4.1.7 any amendment, modification or variation to the structure of the Offer and the decision to take any action in relation to the lapse, termination or withdrawal of the Offer; 5.1.8 4.1.8 any application by or on behalf of Bidco to any antitrust or other regulatory authority in connection with the Offer and the giving of any undertaking or any other commitment to such authority in connection with any consent or approval sought or to be granted by such authority; 5.1.9 4.1.9 the giving of any approval, authorisation, consent, licence, permission or waiver required to be given by Bidco (or for which Bidco will otherwise be required to take responsibility in whole or in part) under or in connection with the Offer;; and 5.1.10 4.1.10 any amendment, variation or waiver of the consideration payable under, or any term or condition of, the Offer (other than as required by the Takeover Panel); and 5.1.11 any other material action in relation to the Offer. 5.2 4.2 The Investors will jointly agree on the timing and substance of any contact, discussion or agreement with management and the board of the Target, and any shareholders of the Target in connection with the Offer (save for any contact or discussions of an administrative or non-material nature, or contact which is required due to any board representation or observer seat of Ancala or Fiera KIRKBI representatives). 5.3 4.3 Each Investor will procure that, from its incorporation until the Offer Effective Time, Bidco will not conduct any business other than the implementation of the Offer and any other activities in anticipation of the Offer becoming effective or unconditional in all respectsOffer. 5.4 Unless otherwise agreed in writing between the parties (each acting reasonably)4.4 Subject to clause 6, no Investor has power or authority to undertake any obligation or give any undertaking or incur any liability (including a financial obligation or liability) on behalf of any other Investor, the Consortium or Bidco. 4.5 BCEP agrees that it will, concurrently with entering into this Agreement, enter into legally binding arrangements with CPPIB that provide that CPPIB: 4.5.1 has no power or authority to undertake any obligation or give any undertaking or incur any liability (including a financial obligation or liability) on behalf of any Investor, the Consortium, or Bidco; and 4.5.2 agrees, represents and undertakes to BCEP that CPPIB shall not, and will procure that any person that falls within the definition (including the presumptions of concertedness) of "acting in concert" in the Takeover Code with CPPIB, except (i) any person whom the Takeover Panel does not, from time to time, consider to be acting in concert with that Investor (pursuant to Note 6 on the definition of "acting in concert" in the Takeover Code or otherwise) and/or (ii) the Investors and their own concert parties, together with their and CPPIB's directors, officers, employees, agents and advisers shall not, do or omit to do anything which frustrates the Consortium's ability to make the Offer or which is intended to, or is likely to, prejudice the successful completion of the Offer, and BCEP undertakes to KIRKBI that it will enforce such obligations of CPPIB in accordance with their terms.

BID MANAGEMENT. 5.1 4.1 The Investors parties will make all decisions with respect to the Offer unanimouslyunanimously in writing. The decisions referred to in this clause 5.1 4.1 include (without limitation): 5.1.1 (a) the decision in respect of the price to be paid for each Target Share under the Offer; 5.1.2 (b) the decision as to whether to make the Offer and/or release the Announcement and the determination of the proposed timetable for the OfferAnnouncement; 5.1.3 (c) any decision as to whether to have the Offer proceed by way of a Takeover Offer or a Scheme; 5.1.4 (d) the posting of any formal offer or scheme documentation or any other document to be issued by Bidco (or for which Bidco is required to take responsibility in whole or in part) in connection with the Offer; 5.1.5 (e) any declaration by or on behalf of Bidco that any Condition has been satisfied, that the Offer is unconditional as to acceptances or unconditional in all respects (where implemented by way of Takeover Offer rather than Scheme), or any waiver by or on behalf of Bidco of any one or more of the Conditions; 5.1.6 (f) the structure or provider of any debt or equity finance for the Offer, including any amendment, modification or variation thereto; 5.1.7 (g) any amendment, modification or variation to the structure of the Offer and the decision to take any action in relation to the lapse, termination or withdrawal of the Offer; 5.1.8 (h) any application by or on behalf of Bidco to any antitrust or other regulatory authority in connection with the Offer and the giving of any undertaking or any other commitment to such authority in connection with any consent or approval sought or to be granted by such authority; 5.1.9 (i) the giving of any approval, authorisation, consent, licence, permission or waiver required to be given by Bidco (or for which Bidco will otherwise be required to take responsibility in whole or in part) under or in connection with the Offer;; and 5.1.10 (j) any amendment, variation or waiver of the consideration payable under, or any term or condition of, the Offer (other than as required by the Takeover Panel); and 5.1.11 any other material action in relation to the Offer. 5.2 4.2 The Investors parties will jointly agree on the timing and substance of any contact, discussion or agreement with management and the independent board of the Target, and any shareholders of the Target in connection with the Offer (save for any contact or discussions of an administrative or non-material nature, or contact which is required due to any board representation by representatives of Sheikh Holdings in the ordinary course and not in connection with, or observer seat of Ancala or Fiera representativesrelating to, the Offer). 5.3 4.3 Each Investor party will exercise such powers, rights and control that it has to procure that, from its incorporation until the Offer Effective Time, Bidco will not conduct any business other than such business as is required to implement the Offer (and for the avoidance of doubt, not entering into any agreements save for those required in connection with implementation of the Offer and or entering into any other activities in anticipation of the Offer becoming effective engagement or unconditional in all respectssimilar letters with Consortium Advisers). 5.4 Unless otherwise agreed in writing between the parties (each acting reasonably)4.4 Subject to clause 6, no Investor party has power or authority to undertake any obligation or give any undertaking or incur any liability (including a financial obligation or liability) on behalf of any other Investorparty, the Consortium or Bidco.