Common use of Election mechanism Clause in Contracts

Election mechanism. (a) Target must ensure that the Explanatory Statement is accompanied by a form of election which provides for the matters set out in clause 4.3(b) under which each Securityholder is requested to elect one of the following: (i) the Cash Election; or (ii) the Scrip Election. (b) The form of election shall provide that: (i) subject to paragraph (vii), any valid election will apply to all of the Securities of the Scheme Participant as at the Record Date; (ii) a valid election may be made by a Scheme Participant by returning the election form before 7.00pm on the Effective Date in writing to an address to be specified by Target in the Explanatory Statement; (iii) an Ineligible Overseas Securityholder may not make a Scrip Election; (iv) once made, a valid election by a Scheme Participant may be varied before 7.00pm on the Effective Date; (v) if a valid election is not made by a Scheme Participant prior to 7.00pm on the Effective Date, that Scheme Participant will be deemed to have elected to receive Cash Consideration in respect of all Securities held by that Scheme Participant; (vi) for Scheme Participants making a Scrip Election, such Scheme Participants agree to become members of Macquarie Advanced Investment Limited and Macquarie Advanced Investment International Ltd and unitholders of Macquarie Advanced Investment Trust and contribute the full amount of the Distribution in accordance with clause 4.6; and (vii) in the manner considered appropriate by Target (acting reasonably), a Scheme Participant that holds one or more parcels of Securities as trustee or nominee for, or otherwise on account of, another person, may make separate elections in relation to each of those parcels of Securities. (c) Target must ensure that, to the extent reasonably practicable, Scheme Participants that have acquired Securities after the date of the despatch of the Explanatory Statement and up until the Effective Date can receive an election form on request to Target. (d) In order to facilitate the issue of the Bid Securities, Target must provide, or procure the provision, to Bidder, or a nominee of Bidder, details of the final elections made by each Scheme Participant, on the Business Day after the Effective Date.

Election mechanism. (a) Each Target Shareholder (other than Ineligible Foreign Shareholders) will be entitled to make an Election. All Elections take effect in accordance with the Scheme to the extent any Target Shareholder who makes an Election qualifies as a Scheme Shareholder. (b) Target must ensure that the Explanatory Statement Memorandum is accompanied by a form of election which provides for the matters set out in clause 4.3(b) under which each Securityholder is requested to elect one of the following: (i) the Cash Election; or (ii) the Scrip Electionan Election Form. (bc) The form of election shall provide Election Form must state to the effect that: (i) subject to paragraph (viiclause 5.3(c)(iv), any an Election must be made in accordance with the terms and conditions stated on the Election Form for it to be valid election and must be completed and returned in writing to the address specified on the Election Form before the Election Date; (ii) an Election will apply to all of the Securities Target Shares of the Scheme Participant Target Shareholder as at the Record Election Date; (ii) a valid election may be made by a Scheme Participant by returning the election form before 7.00pm on the Effective Date in writing to an address to be specified by Target in the Explanatory Statement; (iii) an Ineligible Overseas Securityholder may not make a Scrip Election; (iv) once made, a valid election by a Scheme Participant an Election may be varied varied, waived or revoked before 7.00pm on the Effective Date; (v) if a valid election is not made Election Date by a Scheme Participant prior notice in writing to 7.00pm on the Effective Date, that Scheme Participant will be deemed to have elected to receive Cash Consideration in respect of all Securities held by that Scheme Participant; (vi) for Scheme Participants making a Scrip Election, such Scheme Participants agree to become members of Macquarie Advanced Investment Limited and Macquarie Advanced Investment International Ltd and unitholders of Macquarie Advanced Investment Trust and contribute the full amount of the Distribution in accordance with clause 4.6Target; and (viiiv) in the manner considered appropriate by Bidder and the Target (acting reasonably), a Scheme Participant that Target Shareholder who holds one or more parcels of Securities Target Shares as trustee or nominee for, or otherwise on account of, another person, may make separate elections Elections in relation to each of those parcels of SecuritiesTarget Shares (subject to providing to Bidder and the Target any substantiating information they reasonably require), and if it does so will be treated as a separate Target 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 if so, which separate Election the Target Shares sold relate to), it will be treated as not having made a valid Election in respect of any of its Target Shares (or will be treated in any other manner that Bidder and the Target agrees is fair to the Target Shareholder in all the circumstances acting reasonably). (cd) The Target must ensure that, to the extent reasonably practicable, Scheme Participants that have acquired Securities persons who acquire Target Shares after the date of the despatch dispatch of the Explanatory Statement Memorandum and up until the Effective Election Date can receive are sent an election form on request to Election Form upon those persons requesting one from the Target. (de) In order to facilitate the issue of the Bid SecuritiesScrip Consideration (if applicable), the Target must provide, or procure the provision, to Bidder, or a nominee of Bidder, details of the final elections any Election made by each Scheme Participanta Target Shareholder, on the Business Day after the Effective Election Date, including the name and address of each 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) Ineligible Foreign Shareholders may not make an Election and that any purported Election by such persons will be of no effect. Clause 5.7 will apply to any Target Shareholder who makes an Election but who qualifies as an Ineligible Foreign Shareholder; (ii) if a Target Shareholder does not make a valid Election, that Target Shareholder will receive All Cash Consideration in respect of the Scheme Shares held by 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, 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 (v) 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 Scheme Shares held by that Target Shareholder, and such other terms and conditions as Bidder reasonably requires to be stated on the Election Form.

Election mechanism. (a) Target must ensure that Using the Explanatory Statement is accompanied by a form of election which provides for the matters set out in clause 4.3(b) under which Election Form, each Securityholder is will be requested to elect one of the following: (i) the Cash Election; or (ii) the Scrip Election. (b) The form of election shall provide that: (i) subject Subject to paragraph (viih), any valid election will apply to all of the Securities of the Scheme Participant as at the Record Date;. (iic) a A valid election may be made by a Scheme Participant by returning the election form before 7.00pm on the Effective Date in writing to an address to be specified by Target in the Explanatory Statement;. (iiid) an An Ineligible Overseas Securityholder may not make a Scrip Election;. (ive) once Once made, a valid election by a Scheme Participant may be varied before 7.00pm on the Effective Date;. (vf) if If a valid election is not made by a Scheme Participant prior to 7.00pm on the Effective Date, that Scheme Participant will be deemed to have elected to receive Cash Consideration in respect of all Securities held by that Scheme Participant;. (vig) for For Scheme Participants making a Scrip Election, such Scheme Participants agree to become members of Macquarie Advanced Investment Limited and Macquarie Advanced Investment International Ltd and unitholders of Macquarie Advanced Investment Trust and contribute the full amount of the Distribution in accordance with clause 4.6; and5.5. (viih) in In the manner considered appropriate by Target (acting reasonably), a Scheme Participant that holds one or more parcels of Securities as trustee or nominee for, or otherwise on account of, another person, may make separate elections in relation to each of those parcels of Securities. (ci) Target must ensure that, to the extent reasonably practicable, Scheme Participants that have acquired Securities after the date of the despatch of the Explanatory Statement and up until the Effective Date can receive an election form on request to Target. (dj) In order to facilitate the issue of the Bid Securities, Target must provide, or procure the provision, to Bidder, or a nominee of Bidder, details of the final elections made by each Scheme Participant, on the Business Day after the Effective Date.

Election mechanism. (a) Target BigAir must ensure that the Explanatory Statement is accompanied 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 a form of election which provides for completing an Election Form, such Election being subject to the matters set out in clause 4.3(b) under which each Securityholder is requested to elect one terms of the following: (i) the Cash Election; or (ii) the Scrip ElectionScheme. (b) The form of election Election Form shall provide that: (i) subject to paragraph clause 4.3(b)(vi), a BigAir Shareholder may make only one Election in relation to a particular holding; (viiii) subject to clause 4.3(b)(vi), any valid election Election by a BigAir Shareholder will apply to all of the Securities of the Scheme Participant BigAir Shares that BigAir Shareholder holds as at the Record Date; (iiiii) a valid election 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 Participant by Booklet; and (B) returning the election 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 before 7.00pm on if permitted by the Effective Date in writing to an address to be specified by Target in BigAir Constitution and the Explanatory Statement; (iii) an Ineligible Overseas Securityholder may not make a Scrip ElectionCourt at the first Court hearing; (iv) once made, a valid election an Election by a Scheme Participant BigAir Shareholder may be varied before 7.00pm on the Effective DateElection Date (provided that any variation that purports to make an Election invalid will not be effective); (v) if a valid election an Election is not made by a Scheme Participant BigAir Shareholder prior to 7.00pm on the Effective Election Date in respect of all of the BigAir Shares held by that BigAir Shareholder as at the Record Date, then that Scheme Participant BigAir Shareholder will be deemed to have elected to receive Cash the Scrip Consideration in respect of all Securities held by that Scheme Participantof their BigAir Shares; (vi) for Scheme Participants making a Scrip Election, such Scheme Participants agree to become members of Macquarie Advanced Investment Limited and Macquarie Advanced Investment International Ltd and unitholders of Macquarie Advanced Investment Trust and contribute the full amount of the Distribution in accordance with clause 4.6; and (vii) in the manner considered appropriate by Target (acting reasonably), a Scheme Participant BigAir Shareholder that holds one or more parcels of Securities BigAir Shares as trustee or nominee for, or otherwise on account of, another person, may may, in a manner to be agreed between the parties (acting reasonably), make separate elections Elections in relation to each of those parcels of SecuritiesBigAir 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) Target BigAir must ensure that, to the extent reasonably practicable, Scheme Participants that BigAir Shareholders who have acquired Securities BigAir Shares after the date of the despatch of the Explanatory Statement and up until the Effective Date Scheme Booklet can receive an election form Election Form on request to TargetBigAir. (d) In order to facilitate the issue provision of the Bid SecuritiesScheme Consideration, Target must BigAir must, upon the written request of Superloop, provide, or procure the provision, to Bidder, Superloop or a nominee of BidderSuperloop, of: (i) a weekly update of the Elections that have been received; (ii) details of the final elections Elections made by each Scheme ParticipantBigAir Shareholder, on the within three Business Day Days after the Effective 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) Each Target Shareholder (other than Ineligible Foreign Shareholders) will be entitled to make an Election. All Elections take effect in accordance with the Scheme to the extent any Target Shareholder who makes an Election qualifies as a Scheme Shareholder. (b) Target must ensure that the Explanatory Statement Memorandum is accompanied by a form of election which provides for the matters set out in clause 4.3(b) under which each Securityholder is requested to elect one of the following: (i) the Cash Election; or (ii) the Scrip Electionan Election Form. (bc) The form of election shall provide Election Form must state to the effect that: (i) subject to paragraph (viiclause 5.3(c)(iv), any an Election must be made in accordance with the terms and conditions stated on the Election Form for it to be valid election and must be completed and returned in writing to the address specified on the Election Form before the Election Date; (ii) an Election will apply to all of the Securities Target Shares of the Scheme Participant Target Shareholder as at the Record Election Date; (ii) a valid election may be made by a Scheme Participant by returning the election form before 7.00pm on the Effective Date in writing to an address to be specified by Target in the Explanatory Statement; (iii) an Ineligible Overseas Securityholder may not make a Scrip Election; (iv) once made, a valid election by a Scheme Participant an Election may be varied varied, waived or revoked before 7.00pm on the Effective Date; (v) if a valid election is not made Election Date by a Scheme Participant prior notice in writing to 7.00pm on the Effective Date, that Scheme Participant will be deemed to have elected to receive Cash Consideration in respect of all Securities held by that Scheme Participant; (vi) for Scheme Participants making a Scrip Election, such Scheme Participants agree to become members of Macquarie Advanced Investment Limited and Macquarie Advanced Investment International Ltd and unitholders of Macquarie Advanced Investment Trust and contribute the full amount of the Distribution in accordance with clause 4.6Target; and (viiiv) in the manner considered appropriate by Bidder and the Target (acting reasonably), a Scheme Participant that Target Shareholder who holds one or more parcels of Securities Target Shares as trustee or nominee for, or otherwise on account of, another person, may make separate elections Elections in relation to each of those parcels of SecuritiesTarget Shares (subject to providing to Bidder and the Target any substantiating information they reasonably require), and if it does so will be treated as a separate Target 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 if so, which separate Election the Target Shares sold relate to), it will be treated as not having made a valid Election in respect of any of its Target Shares (or will be treated in any other manner that Bidder and the Target agrees is fair to the Target Shareholder in all the circumstances acting reasonably). (cd) The Target must ensure that, to the extent reasonably practicable, Scheme Participants that have acquired Securities persons who acquire Target Shares after the date of the despatch dispatch of the Explanatory Statement Memorandum and up until the Effective Election Date can receive are sent an election form on request to Election Form upon those persons requesting one from the Target. (de) In order to facilitate the issue of the Bid SecuritiesScrip Consideraion (if applicable), the Target must provide, or procure the provision, to Bidder, or a nominee of Bidder, details of the final elections any Election made by each Scheme Participanta Target Shareholder, on the Business Day after the Effective Election Date, including the name and address of each 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) Ineligible Foreign Shareholders may not make an Election and that any purported Election by such persons will be of no effect. Clause 5.7 will apply to any Target Shareholder who makes an Election but who qualifies as an Ineligible Foreign Shareholder; (ii) if a Target Shareholder does not make a valid Election, that Target Shareholder will receive All Cash Consideration in respect of the Scheme Shares held by 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, 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 (v) 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 Scheme Shares held by that Target Shareholder, and such other terms and conditions as Bidder reasonably requires to be stated on the Election Form.