Common use of DEALINGS AND UNDERTAKINGS Clause in Contracts

DEALINGS AND UNDERTAKINGS. I undertake to Bidco and the Company that (other than in connection with the Scheme) before this Undertaking lapses in accordance with paragraph 9.1 below, I shall not (and shall procure that the registered holder shall not): sell, transfer, charge, encumber, create or grant any option or lien over or otherwise dispose of (or permit any such action to occur in respect of) any interest in any Company Shares or any other shares in the Company issued or unconditionally allotted to, or otherwise acquired by, me or any shares in the capital of the Company in respect of which I become the registered holder or beneficial owner, before then (“Further Company Shares”); or vote in favour of any resolution to approve an acquisition or any other transaction which is proposed by any person other than Bidco or which would otherwise hinder or impede the implementation of the Scheme; or accept, or give any undertaking in each case in my capacity as a shareholder (whether conditional or unconditional) to accept any offer, or approve any offer made or proposed to be implemented by way of a contractual offer, scheme of arrangement or otherwise in respect of securities in the Company by any person other than Bidco which might reasonably be expected to frustrate the Offer; or except as a result of any Options being exercised or vesting, until the earlier of (i) this Undertaking lapsing in accordance with paragraph 9, or (ii) the Scheme being approved by the court, acquire or otherwise deal or undertake any dealing in any relevant securities of the Company (or any interest therein) unless the Panel determines and confirms to you that in respect of such acquisition or dealing, I am not acting in concert with you pursuant to Note 9 to the definition of “Acting in concert” set out in the Code; or enter into any agreement or arrangement, incur any obligation or give any indication of intent (or permit such circumstances to occur): to do all or any of the acts referred to in paragraphs 3.1.1 to 3.1.4 (inclusive) above; or which, in relation to the Company Shares or any Further Company Shares, would or might reasonably be expected to restrict or impede me accepting the Offer or voting in favour of the Scheme (as applicable), and for the avoidance of doubt, references in this paragraph 3.1.5 to any agreement, arrangement or obligation shall include any such agreement, arrangement or obligation whether or not legally binding or subject to any condition, or which is to take effect upon or following the Scheme lapsing or being withdrawn, or upon or following this Undertaking ceasing to be binding, or upon or following any other event.