Common use of Change in Control of Shareholder Clause in Contracts

Change in Control of Shareholder. (i) In the event that there is a change in control of any Shareholder, such Shareholder (the "Affected Shareholder") shall notify the Company and the other Shareholders in writing of such change in control. Any of the Shareholders who objects to such change in control shall be entitled by notice in writing to the Affected Shareholder (the "Objection Notice") to require the Affected Shareholder to dispose of all its shares in the capital of the Company at the Prescribed Price. A copy of the Objection Notice shall be promptly delivered to the Company and to the other Shareholders. Upon receipt of the Objection Notice, the Affected Shareholder shall be deemed to have served on the Company a Transfer Notice on the date of the Objection Notice in accordance with the provisions of Clause 10(B)(iii) and the provisions of Clause 10(B)(iii) to Clause 10(B)(x), and Clause 10(B)(xii) shall apply mutatis mutandis in relation to such Transfer Notice, save that:- (a) the Transfer Notice shall be deemed to be an offer to sell all (and not some only) of the shares held by the Affected Shareholder; (b) the price of the said shares shall be mutually agreed among the Affected Shareholder and all the other Shareholders, or failing agreement within 60 days from the date of the Objection Notice, the price of the said shares shall be deemed to be the Prescribed Price determined in accordance with Clause 10(B)(v); and (c) the Affected Shareholder shall not be entitled to reject the Auditors' or the appraiser's (as the case may be) determination of the Prescribed Price. The restriction on transfer of shares contained in Clause 10(A) and in the Articles shall not apply to such disposal. The Company - CSM - HP Confidential (ii) For the purpose of this sub-Clause (F), a change in control of any Shareholder shall be deemed to have occurred if more than 50 per cent. of the issued voting shares of such Shareholder or of any holding company of such Shareholder shall be acquired by any company or person, or by any two or more persons acting in concert, other than by a related corporation of such Shareholder. However, a change in control of a Shareholder pursuant to or after a listing on a stock exchange of the shares in the capital of such Shareholder or of the holding company of such Shareholder shall not be deemed to be a change in control of such Shareholder for the purposes of this sub-Clause (F). Each of the Shareholders undertakes to notify the other Shareholders in writing of any change in control of such Shareholder within ten days of it becoming aware of such a change in control.

Change in Control of Shareholder. (i) In Prior to the event that there is completion of a change in control of any Shareholder, such Shareholder (the "Affected Shareholder") shall notify the Company and the other Shareholders Shareholder (the "Remaining Shareholder") in writing of such change in control. Any of In the Shareholders who event the Remaining Shareholder objects to such change in control shall control, it shall, within 30 days after notice from the Affected Shareholder, be entitled by notice in writing to the Affected Shareholder (the "Objection Notice") to require require, (a) in the event the Affected Shareholder is CSM, CSM to dispose purchase all of all its the shares in the capital of the Company held by Lucent at Fair Market Value and (b) in the Prescribed Priceevent the Affected Shareholder is Lucent, Lucent to sell to CSM all of the shares in the capital of the Company held by Lucent at Fair Market Value. To exercise this right, the Remaining Shareholder shall first make a FMV Determination Request to the Affected Shareholder (and shall provide a copy thereof to the Company). Within 30 days of determination of Fair Market Value, the Remaining Shareholder shall either provide notice to the Affected Shareholder (and shall provide a copy thereof to the Company) that it has elected to exercise its rights under this sub-Clause (E) or shall be deemed to have waived such rights. The delivery of the Objection Notice shall for purposes of determining Fair Market Value be deemed to be a FMV Determination Request. A copy of the Objection Notice shall be promptly delivered to the Company and Company. Subject to any U.S., Singapore or other regulatory filings or notifications and/or the other Shareholders. Upon receipt of the Objection Noticeany U.S., Singapore or other regulatory approvals or consents, if any, the Affected Shareholder shall be deemed to have served on the Company a Transfer Notice on the date completion of the Objection Notice in accordance with the provisions of purchase and sale transaction contemplated under this sub-Clause 10(B)(iii) and the provisions of Clause 10(B)(iii) to Clause 10(B)(x), and Clause 10(B)(xii(E) shall apply mutatis mutandis in relation to such Transfer Notice, save that:- (a) occur simultaneously with or as soon as practicable after the Transfer Notice shall be deemed to be an offer to sell all (and not some only) of the shares held by the Affected Shareholder; (b) the price of the said shares shall be mutually agreed among the Affected Shareholder and all the other Shareholders, or failing agreement within 60 days from the date of the Objection Notice, the price of the said shares shall be deemed to be the Prescribed Price determined in accordance with Clause 10(B)(v); and (c) the Affected Shareholder shall not be entitled to reject the Auditors' or the appraiser's (as the case may be) determination of the Prescribed Price. The restriction on transfer of shares contained in Clause 10(A) and in the Articles shall not apply to such disposal. The Company - CSM - HP Confidential (ii) For Lucent Confidential 37 consummation of the purpose change of control transaction of the Affected Shareholder. Following the completion of the purchase and sale transaction contemplated under this sub-Clause (FE), a change in control of any Shareholder Lucent and CSM shall be deemed subject to have occurred if more than 50 per cent. of the issued voting shares of such Shareholder or of any holding company of such Shareholder shall be acquired by any company or person, or by any two or more persons acting ramp down provisions set forth in concert, other than by a related corporation of such Shareholder. However, a change in control of a Shareholder pursuant to or after a listing on a stock exchange of the shares in the capital of such Shareholder or of the holding company of such Shareholder shall not be deemed to be a change in control of such Shareholder for the purposes of this sub-Clause (F). Each of the Shareholders undertakes to notify the other Shareholders in writing of any change in control of such Shareholder within ten days of it becoming aware of such a change in control14(H) below.

Change in Control of Shareholder. (i) In the event that there is a change in control of any Shareholder, such Shareholder (the "Affected Shareholder") shall notify the Company and the other Shareholders in writing of such change in control. Any of the Shareholders who objects to such change in control shall be entitled by notice in writing to the Affected Shareholder (the "Objection Notice") to require the Affected Shareholder to dispose of all its shares in the capital of the Company at the Prescribed Price. A copy of the Objection Notice shall be promptly delivered to the Company and to the other Shareholders. Upon receipt of the Objection Notice, the Affected Shareholder shall be deemed to have served on the Company a Transfer Notice on the date of the Objection Notice in accordance with the provisions of Clause 10(B)(iii) and the provisions of Clause 10(B)(iii) to Clause 10(B)(x), and Clause 10(B)(xii) shall apply mutatis mutandis in relation to such Transfer Notice, save that:- (a) the Transfer Notice shall be deemed to be an offer to sell all (and not some part only) of the shares held by the Affected Shareholder; (b) the price of the said shares shall be mutually agreed among the Affected Shareholder and all the other Shareholders, or failing agreement within 60 days from the date of the Objection Notice, the price of the said shares shall be deemed to be the Prescribed Price determined in accordance with Clause 10(B)(v); and (c) the Affected Shareholder shall not be entitled to reject the Auditors' or the appraiser's (as the case may be) determination of the Prescribed Price. The restriction on transfer of shares contained in Clause 10(A) and in the Articles shall not apply to such disposal. The Company - CSM - HP Confidential. (ii) For the purpose of this sub-Clause (F), a change in control of any Shareholder shall be deemed to have occurred if more than 50 per cent. of the issued voting shares of such Shareholder or of any holding company of such Shareholder shall be acquired by any company or person, or by any two or more persons acting in concert, other than by a related corporation of such Shareholder. However, a change in control of a Shareholder pursuant to or after a listing on a stock exchange of the shares in the capital of such Shareholder or of the holding company of such Shareholder shall not be deemed to be a change in control of such Shareholder for the purposes of this sub-Clause (F). Each of the Shareholders undertakes to notify the other Shareholders in writing of any change in control of such Shareholder within ten 10 days of it becoming aware of such a change in control. (iii) The provisions of sub-Clause (F)(i) above shall apply subject to the following: (a) In the event of an Objection Notice being served on SIPL, then on the date of receipt by Agilent, of a copy of such Objection Notice (the "SIPL Objection Notice Date"), there shall be deemed to be served on Agilent, a SIPL Right of First Refusal Notice comprising an offer by SIPL to sell all (but not part only) of its Shares in the Company at the Option Price (as defined in the SIPL Call Option Agreement) and the operation of sub-Clause 10(F)(i) shall be varied so that a Transfer Notice shall be deemed to have been served, not on the date of the Objection Notice, but on a date falling 22 days after the SIPL Objection Notice Date or the date of notice of rejection of such offer by Agilent on the Company, whichever is the earlier. If however such offer is accepted by Agilent, then the provisions of sub-Clause 10(F)(i) in respect of the Transfer Notice shall cease to apply to such Objection Notice. (b) It shall be a condition precedent to any acceptance by Agilent of an offer in such a SIPL Right of First Refusal Notice that there shall be a simultaneous exercise by Agilent of the call option under the EDBI Call Option Agreement (if such agreement has been entered into at the relevant time) and that both such transactions shall be completed simultaneously. (c) In the event of an Objection Notice being served on EDBI at any time after the EDBI Call Option Agreement has been entered into, then on the date of receipt by Agilent, of a copy of such Objection Notice (the "EDBI Objection Notice Date"), there shall be deemed to be served on Agilent, a EDBI Right of First Refusal Notice comprising an offer by EDBI to sell all (but not part only) of 54,000,000 Shares at the EDBI Option Price (as defined in the EDBI Call Option Agreement) and the operation of sub-Clause 10(F)(i) shall be varied but only in respect of 54,000,000 Shares owned by EDBI, so that a Transfer Notice in respect of such Shares shall be deemed to have been served, not on the date of the Objection Notice, but on a date falling 22 days after the EDBI Objection Notice Date or the date of notice of rejection of such offer by Agilent on the Company, whichever is the earlier. If however such offer is accepted by Agilent, then the provisions of sub-Clause 10(F)(i) in respect of the Transfer Notice shall cease to apply but only in respect of 54,000,000 Shares owned by EDBI. The provisions of this sub-Clause 10(F)(iii) shall not apply to the remaining Shares of EDBI in excess of 54,000,000 and the provisions of sub-Clause 10(F)(i) shall apply thereto without any variation or suspension. (d) It shall be a condition precedent to any acceptance by Agilent of an offer in such a EDBI Right of First Refusal Notice that there shall be a simultaneous exercise by Agilent of the call option under the SIPL Call Option Agreement and that both such transactions shall be completed simultaneously.

Change in Control of Shareholder. (i) In Prior to the event that there is completion of a change in control of any Shareholder, such Shareholder (the "Affected Shareholder") shall notify the Company and the other Shareholders Shareholder (the "Remaining Shareholder") in writing of such change in control. Any of In the Shareholders who event the Remaining Shareholder objects to such change in control shall control, it shall, within 30 days after notice from the Affected Shareholder, be entitled by notice in writing to the Affected Shareholder (the "Objection Notice") to require require, (a) in the event the Affected Shareholder is CSM, CSM to dispose purchase all of all its the shares in the capital of the Company held by Lucent at Fair Market Value and (b) in the Prescribed Priceevent the Affected Shareholder is Lucent, Lucent to sell to CSM all of the shares in the capital of the Company held by Lucent at Fair Market Value. To exercise this right, the Remaining Shareholder shall first make a FMV Determination Request to the Affected Shareholder (and shall provide a copy thereof to the Company). Within 30 days of determination of Fair Market Value, the Remaining Shareholder shall either provide notice to the Affected Shareholder (and shall provide a copy thereof to the Company) that it has elected to exercise its rights under this sub-Clause (E) or shall be deemed to have waived such rights. The delivery of the Objection Notice shall for purposes of determining Fair Market Value be deemed to be a FMV Determination Request. A copy of the Objection Notice shall be promptly delivered to the Company and Company. Subject to any U.S., Singapore or other regulatory filings or notifications and/or the other Shareholders. Upon receipt of the Objection Noticeany U.S., Singapore or other regulatory approvals or consents, if any, the Affected Shareholder shall be deemed to have served on the Company a Transfer Notice on the date completion of the Objection Notice in accordance with the provisions of Clause 10(B)(iii) purchase and the provisions of Clause 10(B)(iii) to Clause 10(B)(x), and Clause 10(B)(xii) shall apply mutatis mutandis in relation to such Transfer Notice, save that:- (a) the Transfer Notice shall be deemed to be an offer to sell all (and not some only) of the shares held by the Affected Shareholder; (b) the price of the said shares shall be mutually agreed among the Affected Shareholder and all the other Shareholders, or failing agreement within 60 days from the date of the Objection Notice, the price of the said shares shall be deemed to be the Prescribed Price determined in accordance with Clause 10(B)(v); and (c) the Affected Shareholder shall not be entitled to reject the Auditors' or the appraiser's (as the case may be) determination of the Prescribed Price. The restriction on transfer of shares contained in Clause 10(A) and in the Articles shall not apply to such disposal. The Company - CSM - HP Confidential (ii) For the purpose of sale transaction contemplated under this sub-Clause (F), a change in control of any Shareholder E) shall be deemed to have occurred if more than 50 per cent. occur simultaneously with or as soon as practicable after the consummation of the issued voting shares change of such Shareholder or control transaction of any holding company of such Shareholder shall be acquired by any company or person, or by any two or more persons acting in concert, other than by a related corporation of such the Affected Shareholder. However, a change in control of a Shareholder pursuant to or after a listing on a stock exchange Following the completion of the shares in the capital of such Shareholder or of the holding company of such Shareholder shall not be deemed to be a change in control of such Shareholder for the purposes of purchase and sale transaction contemplated under this sub-Clause (FE). Each of , Lucent and CSM shall be subject to the Shareholders undertakes to notify the other Shareholders ramp down provisions set forth in writing of any change in control of such Shareholder within ten days of it becoming aware of such a change in controlClause 14(H) below.