Common use of Election mechanism Clause in Contracts

Election mechanism. (a) BigAir must ensure that the Scheme Booklet sent to BigAir Shareholders permits Scheme Shareholders to make an election (Election) to receive the Mixed Consideration for all their Scheme Shares by completing an Election Form, such Election being subject to the terms of the Scheme. (b) The Election Form shall provide that: (i) subject to clause 4.3(b)(vi), a BigAir Shareholder may make only one Election in relation to a particular holding; (ii) subject to clause 4.3(b)(vi), any Election by a BigAir Shareholder will apply to all of the BigAir Shares that BigAir Shareholder holds as at the Record Date; (iii) an Election may be made by a BigAir Shareholder by: (A) completing the Election Form in accordance with the instructions specified on the form or set out in the Scheme Booklet; and (B) returning the completed Election Form in accordance with the instructions on it so that it is received by no later than the Election Date, or by taking equivalent actions in electronic form if permitted by the BigAir Constitution and the Court at the first Court hearing; (iv) once made, an Election by a BigAir Shareholder may be varied before the Election Date (provided that any variation that purports to make an Election invalid will not be effective); (v) if an Election is not made by a BigAir Shareholder prior to the Election Date in respect of all of the BigAir Shares held by that BigAir Shareholder as at the Record Date, then that BigAir Shareholder will receive the Scrip Consideration in respect of all of their BigAir Shares; (vi) a BigAir Shareholder that holds one or more parcels of BigAir Shares as trustee or nominee for, or otherwise on account of, another person, may, in a manner to be agreed between the parties (acting reasonably), make separate Elections in relation to each of those parcels of BigAir Shares (and, for the purpose of calculating the Scheme Consideration to which the BigAir Shareholder is entitled each such parcel of BigAir Shares will be treated as though it were held by a separate BigAir Shareholder), and must otherwise be in a form agreed between BigAir and Superloop. (c) BigAir must ensure that, to the extent reasonably practicable, BigAir Shareholders who have acquired BigAir Shares after the date of the despatch of the Scheme Booklet can receive an Election Form on request to BigAir. (d) In order to facilitate the provision of the Scheme Consideration, BigAir must, upon the written request of Superloop, provide, or procure the provision, to Superloop or a nominee of Superloop, of: (i) a weekly update of the Elections that have been received; (ii) details of the final Elections made by each BigAir Shareholder, within three Business Days after the Election Date; and (iii) a complete copy of the Register (which must include the name, registered address and registered holding of each Scheme Shareholder) as at the Record Date, within three Business Days after the Record Date, and such other information as Superloop may reasonably require to provide the Scheme Consideration in accordance with this deed and the terms of the Scheme.

Election mechanism. (a) BigAir must ensure that the Scheme Booklet sent to BigAir Shareholders permits Scheme Shareholders Each Target Shareholder (other than Ineligible Foreign Shareholders) will be entitled to make an election (Election) . All Elections take effect in accordance with the Scheme to receive the Mixed Consideration for all their Scheme Shares by completing extent any Target Shareholder who makes an Election Form, such Election being subject to the terms of the Schemequalifies as a Scheme Shareholder. (b) Target must ensure that the Explanatory Memorandum is accompanied by an Election Form. (c) The Election Form shall provide must state to the effect that: (i) subject to clause 4.3(b)(vi5.3(c)(iv), a BigAir Shareholder may make only one an Election must be made in relation accordance with the terms and conditions stated on the Election Form for it to a particular holdingbe valid and must be completed and returned in writing to the address specified on the Election Form before the Election Date; (ii) subject to clause 4.3(b)(vi), any an Election by a BigAir Shareholder will apply to all of the BigAir Target Shares that BigAir of the Target Shareholder holds as at the Record Election Date; (iii) an Election may be made by a BigAir Shareholder by: (A) completing the Election Form in accordance with the instructions specified on the form or set out in the Scheme Booklet; and (B) returning the completed Election Form in accordance with the instructions on it so that it is received by no later than the Election Date, or by taking equivalent actions in electronic form if permitted by the BigAir Constitution and the Court at the first Court hearing; (iv) once made, an Election by a BigAir Shareholder may be varied varied, waived or revoked before the Election Date (provided that any variation that purports by notice in writing to make an Election invalid will not be effective);the Target; and (viv) if an Election is not made in the manner considered appropriate by Bidder and the Target (acting reasonably), a BigAir Target Shareholder prior to the Election Date in respect of all of the BigAir Shares held by that BigAir Shareholder as at the Record Date, then that BigAir Shareholder will receive the Scrip Consideration in respect of all of their BigAir Shares; (vi) a BigAir Shareholder that who holds one or more parcels of BigAir Target Shares as trustee or nominee for, or otherwise on account of, another person, may, in a manner to be agreed between the parties (acting reasonably), may make separate Elections in relation to each of those parcels of BigAir Target Shares (andsubject to providing to Bidder and the Target any substantiating information they reasonably require), for the purpose of calculating the Scheme Consideration to which the BigAir Shareholder is entitled each such parcel of BigAir Shares and if it does so will be treated as though it were held by a separate BigAir ShareholderTarget Shareholder in respect of each such parcel in respect of which a separate Election is made (and in respect of any balance of its holding), provided that if, at the Election Date, it holds fewer Target Shares than it held at the time it made the Election, then, unless it has at the time of any sale of Target Shares notified the Target whether the Target Shares sold relate to any such separate Election (and must otherwise if so, which separate Election the Target Shares sold relate to), it will be treated as not having made a valid Election in a form agreed between BigAir respect of any of its Target Shares (or will be treated in any other manner that Bidder and Superloopthe Target agrees is fair to the Target Shareholder in all the circumstances acting reasonably). (cd) BigAir The Target must ensure that, to the extent reasonably practicable, BigAir Shareholders persons who have acquired BigAir acquire Target Shares after the date of the despatch dispatch of the Scheme Booklet can receive Explanatory Memorandum and until the Election Date are sent an Election Form on request to BigAirupon those persons requesting one from the Target. (de) In order to facilitate the provision issue of the Scheme ConsiderationScrip Consideraion (if applicable), BigAir must, upon the written request of Superloop, Target must provide, or procure the provision, to Superloop or Bidder, details of any Election made by a nominee Target Shareholder, on the Business Day after the Election Date, including the name and address of Superloop, ofeach Target Shareholder who has made a valid Election and the number of HoldCo Shares that HoldCo must issue to that Target Shareholder to meet its obligations under the Scheme in accordance with that Target Shareholder’s Election and subject to the Scaleback Mechanism. (f) The parties agree that the terms and conditions that will be stated on the Election Form will include the following: (i) a weekly update Ineligible Foreign Shareholders may not make an Election and that any purported Election by such persons will be of the Elections that have been receivedno effect. Clause 5.7 will apply to any Target Shareholder who makes an Election but who qualifies as an Ineligible Foreign Shareholder; (ii) details if a Target Shareholder does not make a valid Election, that Target Shareholder will receive All Cash Consideration in respect of the final Elections made Scheme Shares held by each BigAir that Target Shareholder; (iii) Target Shareholders who make a valid Election agree to become members of HoldCo from the Implementation Date and become bound by the HoldCo Constitution and HoldCo SHA, within three Business Days after pursuant to the Scheme; (iv) Target Shareholders who make a valid Election must provide, before the Election Date, the information and documents described in the Election Form as being required by Bidder or Target; and (iiiv) a complete copy if the Aggregate Scrip Consideration is less than the Minimum Scrip Number, Target Shareholders who make valid Elections will receive the All Cash Consideration in respect of the Register (which must include the name, registered address and registered holding of each Scheme Shares held by that Target Shareholder) as at the Record Date, within three Business Days after the Record Date, and such other information terms and conditions as Superloop may Bidder reasonably require requires to provide be stated on the Scheme Consideration in accordance with this deed and the terms of the SchemeElection Form.

Election mechanism. (a) BigAir must ensure that the Scheme Booklet sent to BigAir Shareholders permits Scheme Shareholders Each Target Shareholder (other than Ineligible Foreign Shareholders) will be entitled to make an election (Election) . All Elections take effect in accordance with the Scheme to receive the Mixed Consideration for all their Scheme Shares by completing extent any Target Shareholder who makes an Election Form, such Election being subject to the terms of the Schemequalifies as a Scheme Shareholder. (b) Target must ensure that the Explanatory Memorandum is accompanied by an Election Form. (c) The Election Form shall provide must state to the effect that: (i) subject to clause 4.3(b)(vi5.3(c)(iv), a BigAir Shareholder may make only one an Election must be made in relation accordance with the terms and conditions stated on the Election Form for it to a particular holdingbe valid and must be completed and returned in writing to the address specified on the Election Form before the Election Date; (ii) subject to clause 4.3(b)(vi), any an Election by a BigAir Shareholder will apply to all of the BigAir Target Shares that BigAir of the Target Shareholder holds as at the Record Election Date; (iii) an Election may be made by a BigAir Shareholder by: (A) completing the Election Form in accordance with the instructions specified on the form or set out in the Scheme Booklet; and (B) returning the completed Election Form in accordance with the instructions on it so that it is received by no later than the Election Date, or by taking equivalent actions in electronic form if permitted by the BigAir Constitution and the Court at the first Court hearing; (iv) once made, an Election by a BigAir Shareholder may be varied varied, waived or revoked before the Election Date (provided that any variation that purports by notice in writing to make an Election invalid will not be effective);the Target; and (viv) if an Election is not made in the manner considered appropriate by Bidder and the Target (acting reasonably), a BigAir Target Shareholder prior to the Election Date in respect of all of the BigAir Shares held by that BigAir Shareholder as at the Record Date, then that BigAir Shareholder will receive the Scrip Consideration in respect of all of their BigAir Shares; (vi) a BigAir Shareholder that who holds one or more parcels of BigAir Target Shares as trustee or nominee for, or otherwise on account of, another person, may, in a manner to be agreed between the parties (acting reasonably), may make separate Elections in relation to each of those parcels of BigAir Target Shares (andsubject to providing to Bidder and the Target any substantiating information they reasonably require), for the purpose of calculating the Scheme Consideration to which the BigAir Shareholder is entitled each such parcel of BigAir Shares and if it does so will be treated as though it were held by a separate BigAir ShareholderTarget Shareholder in respect of each such parcel in respect of which a separate Election is made (and in respect of any balance of its holding), provided that if, at the Election Date, it holds fewer Target Shares than it held at the time it made the Election, then, unless it has at the time of any sale of Target Shares notified the Target whether the Target Shares sold relate to any such separate Election (and must otherwise if so, which separate Election the Target Shares sold relate to), it will be treated as not having made a valid Election in a form agreed between BigAir respect of any of its Target Shares (or will be treated in any other manner that Bidder and Superloopthe Target agrees is fair to the Target Shareholder in all the circumstances acting reasonably). (cd) BigAir The Target must ensure that, to the extent reasonably practicable, BigAir Shareholders persons who have acquired BigAir acquire Target Shares after the date of the despatch dispatch of the Scheme Booklet can receive Explanatory Memorandum and until the Election Date are sent an Election Form on request to BigAirupon those persons requesting one from the Target. (de) In order to facilitate the provision issue of the Scheme ConsiderationScrip Consideration (if applicable), BigAir must, upon the written request of Superloop, Target must provide, or procure the provision, to Superloop or Bidder, details of any Election made by a nominee Target Shareholder, on the Business Day after the Election Date, including the name and address of Superloop, ofeach Target Shareholder who has made a valid Election and the number of HoldCo Shares that HoldCo must issue to that Target Shareholder to meet its obligations under the Scheme in accordance with that Target Shareholder’s Election and subject to the Scaleback Mechanism. (f) The parties agree that the terms and conditions that will be stated on the Election Form will include the following: (i) a weekly update Ineligible Foreign Shareholders may not make an Election and that any purported Election by such persons will be of the Elections that have been receivedno effect. Clause 5.7 will apply to any Target Shareholder who makes an Election but who qualifies as an Ineligible Foreign Shareholder; (ii) details if a Target Shareholder does not make a valid Election, that Target Shareholder will receive All Cash Consideration in respect of the final Elections made Scheme Shares held by each BigAir that Target Shareholder; (iii) Target Shareholders who make a valid Election agree to become members of HoldCo from the Implementation Date and become bound by the HoldCo Constitution and HoldCo SHA, within three Business Days after pursuant to the Scheme; (iv) Target Shareholders who make a valid Election must provide, before the Election Date, the information and documents described in the Election Form as being required by Bidder or Target; and (iiiv) a complete copy if the Aggregate Scrip Consideration is less than the Minimum Scrip Number, Target Shareholders who make valid Elections will receive the All Cash Consideration in respect of the Register (which must include the name, registered address and registered holding of each Scheme Shares held by that Target Shareholder) as at the Record Date, within three Business Days after the Record Date, and such other information terms and conditions as Superloop may Bidder reasonably require requires to provide be stated on the Scheme Consideration in accordance with this deed and the terms of the SchemeElection Form.