Common use of Consequences of a REA Breach Clause in Contracts

Consequences of a REA Breach. REA agrees that: 6.6.1 In the event that REA, REA Listco, or any of their respective Subsidiaries (as applicable) or the NWS Group has breached Clauses 6.1 or 6.2, REA shall cease to be entitled to receive benefits and to enforce its rights under Clauses 3.1.3, 3.2.2, 3.10.2, 5.2 and 5.3.4 of this Agreement until such time as the relevant breach is remedied by REA, REA Listco, or any of their respective Subsidiaries (as applicable) or the NWS Group to the reasonable satisfaction of the Company, the TPG Investor Entities and the KKR Investor. 6.6.2 without prejudice and in addition to Clause 6.6.1, in the event that: (i) it has been determined by a final award by an arbitral tribunal appointed pursuant to Clause 10.19 that REA, REA Listco, or any of their respective Subsidiaries (as applicable) or the NWS Group has committed a breach of Clause 6.1; or (ii) it has been determined by a final award by an arbitral tribunal appointed pursuant to Clause 10.19 that REA, REA Listco or any of their respective Subsidiaries (as applicable) or the NWS Group has committed a breach of Clause 6.2 in respect of: (x) the CEO of the Company; (y) a CEO Direct Report; or (z) an Ex-CEO Direct Report, and such breach has not been remedied within a period of three months following the final award to the reasonable satisfaction of the Company, the TPG Investor Entities and the KKR Investor, the KKR Investor and the TPG Investor Entities shall have the right, for the period of three months following such date (“Curing Period”), by written notice and exercisable on a single occasion (“Sale Notice”), to require REA to sell all of its Shares to the other Shareholder Parties that constitute Major Shareholders (in (as nearly as may be) their respective shareholding proportion or such other proportions as may be agreed between them) at a price per Share equal to 90 per cent. of the volume weighted average daily closing price (VWAP) of the Shares on the relevant securities exchange over the Curing Period, as reported by Reuters, and this right shall automatically lapse if such right is not exercised by the end of the Curing Period.