Common use of Bidder’s Obligations regarding the Offer Clause in Contracts

Bidder’s Obligations regarding the Offer. 1.1 The Bidder hereby undertakes to (a) announce its intention to launch the Offer in accordance with Section 10 para. 1 sentence 1 and para. 3 sentence 1 WpÜG immediately after execution of this Agreement (the Effective Date); (b) submit a formal offer document (Angebotsunterlage) describing the terms and conditions of the Offer (the Offer Document) and which has been prepared in accordance with the Takeover Act and the German Regulation on the Content of the Offer Document, the Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Submit a Tender Offer (WpÜG-Angebotsverordnung) to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) for its review within the time period prescribed in Section 14 para. 1 WpÜG and which shall have a maximum offer period (Section 16 para. 1 WpÜG) of six (6) weeks and which reflects the terms and conditions of this Agreement, in particular as set forth in clauses 1.2 and 1.3 and shall otherwise correspond to the requirements set forth in the Business Combination Agreement executed on or about the date hereof between the Target and the Acquirors (Business Combination Agreement); (c) not apply for any extension of the notice period by the BaFin pursuant to Section 14 para. 1 sentence 3 WpÜG, unless the Shareholder gives its prior written consent; (d) publish the Offer Document within the time period prescribed in Section 14 para. 2 WpÜG, provided that the publication of the Offer Document is not prohibited by the BaFin; and (e) settle the Offer by payment of the Offer Price (as defined in clause 1.3) (the Offer Completion) against simultaneous transfer of the tendered Target Shares without undue delay and in any event no later than seven (7) Business Days (meaning a day on which banks in Frankfurt am Main, Germany, are open for general commercial business), which obligation shall arise only after (i) the additional acceptance period within the meaning of Section 16 para. 2 WpÜG has expired and (ii) all Offer Conditions have been satisfied or validly waived. 1.2 The Offer Document shall only contain those conditions within the meaning of Section 18 para. 1 WpÜG (Angebotsbedingungen) as set out in Schedule 1.2. For the avoidance of doubt, the Offer Document shall not provide for a minimum acceptance threshold (Mindestannahmeschwelle) in excess of a number of Target Shares equal to the sum of 50% of the number of Target Shares issued plus one Target Share. 1.3 The consideration per share (Gegenleistung) to be offered to the shareholders of the Target in the Offer Document shall be in cash only and shall be at least EUR 120.00 per Target Share (the Offer Price). For the avoidance of doubt, the Shareholder shall not be obliged to accept the Offer if the consideration per share in the Offer Document is below the Offer Price. In the event of (x) any subsequent voluntary increases of the Offer Price or (y) any mandatory increases of the Offer Price pursuant to Section 31 para. 1, 4 through 7 WpÜG and Sections 3 to 5 WpÜG-Angebotsverordnung, the Shareholder hereby irrevocably waives its right to receive any consideration exceeding the Offer Price and shall be obligated to pay back to the Bidder within four (4) Business Days after the Offer Completion, with respect to each of Shareholder’s Shares, an amount equal to the difference between the initial Offer Price of EUR 120.00 per Target Share and the increased offer price paid by the Bidder at the Offer Completion. 1.4 BW hereby guarantees by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 German Civil Code (Bürgerliches Gesetzbuch, BGB) that the Bidder will be in position to finance the settlement of the Offer and that a securities services enterprise independent from the Acquirors and their affiliates within the meaning of Section 15 German Stock Corporation Act (Aktiengesetz) (Affliliates) will issue a financing confirmation in accordance with Section 13 WpÜG (the Financing Confirmation).

Bidder’s Obligations regarding the Offer. 1.1 The Bidder hereby undertakes to (a) announce its intention to launch the Offer in accordance with Section 10 para. 1 sentence 1 and para. 3 sentence 1 WpÜG immediately after execution of this Agreement (the Effective Date); (b) submit a formal offer document (Angebotsunterlage) describing the terms and conditions of the Offer (the Offer Document) and which has been prepared in accordance with the Takeover Act and the German Regulation on the Content of the Offer Document, the Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Submit a Tender Offer (WpÜG-Angebotsverordnung) to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) for its review within the time period prescribed in Section 14 para. 1 WpÜG and which shall have a maximum offer period (Section 16 para. 1 WpÜG) of six (6) weeks and which reflects the terms and conditions of this Agreement, in particular as set forth in clauses 1.2 and 1.3 and shall otherwise correspond to the requirements set forth in the Business Combination Agreement executed on or about the date hereof between the Target and the Acquirors (Business Combination Agreement); (c) not apply for any extension of the notice period by the BaFin pursuant to Section 14 para. 1 sentence 3 WpÜG, unless the Shareholder gives its prior written consent; (d) publish the Offer Document within the time period prescribed in Section 14 para. 2 WpÜG, provided that the publication of the Offer Document is not prohibited by the BaFin; and (e) settle the Offer by payment of the Offer Price (as defined in clause 1.3) (the Offer Completion) against simultaneous transfer of the tendered Target Shares without undue delay and in any event no later than seven (7) Business Days (meaning a day on which banks in Frankfurt am Main, Germany, are open for general commercial business), which obligation shall arise only after (i) the additional acceptance period within the meaning of Section 16 para. 2 WpÜG has expired and (ii) all Offer Conditions have been satisfied or validly waived. 1.2 The Offer Document shall only contain those conditions within the meaning of Section 18 para. 1 WpÜG (Angebotsbedingungen) as set out in Schedule 1.2. For the avoidance of doubt, the Offer Document shall not provide for a minimum acceptance threshold (Mindestannahmeschwelle) in excess of a number of Target Shares equal to the sum of 50% of the number of Target Shares issued plus one Target Share. 1.3 The consideration per share (Gegenleistung) to be offered to the shareholders of the Target in the Offer Document shall be in cash only and shall be at least EUR 120.00 per Target Share (the Offer Price). For the avoidance of doubt, the Shareholder shall not be obliged to accept the Offer if the consideration per share in the Offer Document is below the Offer Price. In the event of (x) any subsequent voluntary increases of the Offer Price or (y) any mandatory increases of the Offer Price pursuant to Section 31 para. 1, 4 through 7 WpÜG and Sections 3 to 5 WpÜG-Angebotsverordnung, ,the Shareholder hereby irrevocably waives its right to receive any consideration exceeding the Offer Price and shall be obligated to pay back to the Bidder within four (4) Business Days after the Offer Completion, with respect to each of Shareholder’s Shares, an amount equal to the difference between the initial Offer Price of EUR 120.00 per Target Share and the increased offer price paid by the Bidder at the Offer Completion. 1.4 BW hereby guarantees by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 German Civil Code (Bürgerliches Gesetzbuch, BGB) that the Bidder will be in position to finance the settlement of the Offer and that a securities services enterprise independent from the Acquirors and their affiliates within the meaning of Section 15 German Stock Corporation Act (Aktiengesetz) (Affliliates) will issue a financing confirmation in accordance with Section 13 WpÜG (the Financing Confirmation).

Bidder’s Obligations regarding the Offer. 1.1 The Bidder hereby undertakes to (a) announce its intention to launch the Offer in accordance with Section 10 para. 1 sentence 1 and para. 3 sentence 1 WpÜG immediately after execution of this Agreement (the Effective Date); (b) submit a formal offer document (Angebotsunterlage) describing the terms and conditions of the Offer (the Offer Document) and which has been prepared in accordance with the Takeover Act and the German Regulation on the Content of the Offer Document, the Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Submit a Tender Offer (WpÜG-Angebotsverordnung) to the German Federal Financial Supervisory Authority (Bundesanstalt Bun-desanstalt für Finanzdienstleistungsaufsicht – BaFin) for its review within the time period prescribed in Section 14 para. 1 WpÜG and which shall have a maximum offer period (Section 16 para. 1 WpÜG) of six (6) weeks and which reflects the terms and conditions of this Agreement, in particular as set forth in clauses 1.2 and 1.3 and shall otherwise correspond to the requirements set forth in the Business Combination Agreement executed on or about the date hereof between the Target and the Acquirors (Business Combination Agreement); (c) not apply for any extension of the notice period by the BaFin pursuant to Section 14 para. 1 sentence 3 WpÜG, unless the Shareholder gives its prior written consent; (d) publish the Offer Document within the time period prescribed in Section 14 para. 2 WpÜG, provided that the publication of the Offer Document is not prohibited by the BaFin; and (e) settle the Offer by payment of the Offer Price (as defined in clause 1.3) (the Offer Completion) against simultaneous transfer of the tendered Target Shares without undue delay and in any event no later than seven (7) Business Days (meaning a day on which banks in Frankfurt am Main, Germany, are open for general commercial business), which obligation shall arise only after (i) the additional acceptance period within the meaning of Section 16 para. 2 WpÜG has expired and (ii) all Offer Conditions have been satisfied or validly waived. 1.2 The Offer Document shall only contain those conditions within the meaning of Section 18 para. 1 WpÜG (Angebotsbedingungen) as set out in Schedule 1.2. For the avoidance of doubt, the Offer Document shall not provide for a minimum acceptance threshold (Mindestannahmeschwelle) in excess of a number of Target Shares equal to the sum of 50% of the number of Target Shares issued plus one Target Share. 1.3 The consideration per share (Gegenleistung) to be offered to the shareholders of the Target in the Offer Document shall be in cash only and shall be at least EUR 120.00 per Target Share (the Offer Price). For the avoidance of doubt, the Shareholder shall not be obliged to accept the Offer if the consideration per share in the Offer Document is below the Offer Price. In the event of (x) any subsequent voluntary increases of the Offer Price or (y) any mandatory increases of the Offer Price pursuant to Section 31 para. 1, 4 through 7 WpÜG and Sections 3 to 5 WpÜG-Angebotsverordnung, the Shareholder hereby irrevocably waives its right to receive any consideration exceeding the Offer Price and shall be obligated to pay back to the Bidder within four (4) Business Days after the Offer Completion, with respect to each of Shareholder’s Shares, an amount equal to the difference between the initial Offer Price of EUR 120.00 per Target Share and the increased offer price paid by the Bidder at the Offer Completion. 1.4 BW hereby guarantees by way of an independent promise of guarantee (selbständiges Garantieversprechen) within the meaning of Section 311 para. 1 German Civil Code (Bürgerliches Gesetzbuch, BGB) that the Bidder will be in position to finance the settlement of the Offer and that a securities services enterprise independent from the Acquirors and their affiliates within the meaning of Section 15 German Stock Corporation Act (Aktiengesetz) (Affliliates) will issue a financing confirmation in accordance with Section 13 WpÜG (the Financing Confirmation).