Common use of Election mechanism Clause in Contracts

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 Memorandum is accompanied by an Election Form. (c) The Election Form must state to the effect that: (i) subject to clause 5.3(c)(iv), an Election must be made in accordance with the terms and conditions stated on the Election Form for it to be valid 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 Target Shares of the Target Shareholder as at the Election Date; (iii) once made, an Election may be varied, waived or revoked before the Election Date by notice in writing to the Target; and (iv) in the manner considered appropriate by Bidder and the Target (acting reasonably), a Target Shareholder who holds one or more parcels of Target Shares as trustee or nominee for, or otherwise on account of, another person, may make separate Elections in relation to each of those parcels of Target 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). (d) The Target must ensure that, to the extent reasonably practicable, persons who acquire Target Shares after the date of the dispatch of the Explanatory Memorandum and until the Election Date are sent an Election Form upon those persons requesting one from the Target. (e) In order to facilitate the issue of the Scrip Consideration (if applicable), the Target must provide, or procure the provision, to Bidder, details of any Election made by a Target Shareholder, on the Business Day after the 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) 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 Memorandum is accompanied by an Election Form. (c) The Election Form must state to the effect that: (i) subject to clause 5.3(c)(iv), an Election must be made in accordance with the terms and conditions stated on the Election Form for it to be valid 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 Target Shares of the Target Shareholder as at the Election Date; (iii) once made, an Election may be varied, waived or revoked before the Election Date by notice in writing to the Target; and (iv) in the manner considered appropriate by Bidder and the Target (acting reasonably), a Target Shareholder who holds one or more parcels of Target Shares as trustee or nominee for, or otherwise on account of, another person, may make separate Elections in relation to each of those parcels of Target 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). (d) The Target must ensure that, to the extent reasonably practicable, persons who acquire Target Shares after the date of the dispatch of the Explanatory Memorandum and until the Election Date are sent an Election Form upon those persons requesting one from the Target. (e) In order to facilitate the issue of the Scrip Consideration Consideraion (if applicable), the Target must provide, or procure the provision, to Bidder, details of any Election made by a Target Shareholder, on the Business Day after the 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) Each Target Shareholder (other than Ineligible Foreign Shareholders) will be entitled BigAir must ensure that the Scheme Booklet sent to BigAir Shareholders permits Scheme Shareholders to make an election (Election. All Elections take effect in accordance with ) to receive the Mixed Consideration for all their Scheme Shares by completing an Election Form, such Election being subject to the extent any Target Shareholder who makes an Election qualifies as a Scheme Shareholderterms of the Scheme. (b) Target must ensure that the Explanatory Memorandum is accompanied by an Election Form. (c) The Election Form must state to the effect shall provide that: (i) subject to clause 5.3(c)(iv4.3(b)(vi), an a BigAir Shareholder may make only one Election must be made in accordance with the terms and conditions stated on the Election Form for it relation to be valid and must be completed and returned in writing to the address specified on the Election Form before the Election Datea particular holding; (ii) an subject to clause 4.3(b)(vi), any Election by a BigAir Shareholder will apply to all of the Target BigAir Shares of the Target that BigAir Shareholder holds as at the Election 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, waived or revoked 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 notice in writing a BigAir Shareholder prior to the Target; andElection 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; (ivvi) in the manner considered appropriate by Bidder and the Target (acting reasonably), a Target BigAir Shareholder who that holds one or more parcels of Target 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 in relation to each of those parcels of Target BigAir Shares (subject and, for the purpose of calculating the Scheme Consideration to providing to Bidder and which the Target any substantiating information they reasonably require), and if it does so BigAir Shareholder is entitled each such parcel of BigAir Shares will be treated as though it were held by 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 holdingBigAir Shareholder), 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 must otherwise be treated as not having made in a valid Election in respect of any of its Target Shares (or will be treated in any other manner that Bidder form agreed between BigAir and the Target agrees is fair to the Target Shareholder in all the circumstances acting reasonably)Superloop. (dc) The Target BigAir must ensure that, to the extent reasonably practicable, persons BigAir Shareholders who acquire Target have acquired BigAir Shares after the date of the dispatch despatch of the Explanatory Memorandum and until the Election Date are sent Scheme Booklet can receive an Election Form upon those persons requesting one from the Targeton request to BigAir. (ed) In order to facilitate the issue provision of the Scrip Consideration (if applicable)Scheme Consideration, BigAir must, upon the Target must written request of Superloop, provide, or procure the provision, to BidderSuperloop or a nominee of Superloop, details of any Election made by a Target Shareholder, on the Business Day after the 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 followingof: (i) Ineligible Foreign Shareholders may not make an Election and a weekly update of the Elections 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 Shareholderhave been received; (ii) if a Target Shareholder does not make a valid Election, that Target Shareholder will receive All Cash Consideration in respect details of the Scheme Shares held final Elections made by that Target each BigAir Shareholder;, within three Business Days after the Election Date; and (iii) Target Shareholders who make a valid Election agree to become members complete copy of HoldCo from the Implementation Date Register (which must include the name, registered address and become bound by registered holding of each Scheme Shareholder) as at the HoldCo Constitution and HoldCo SHA, pursuant to the Scheme; (iv) Target Shareholders who make a valid Election must provide, before the Election Record Date, within three Business Days after 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 ShareholderRecord Date, and such other information as Superloop may reasonably require to provide the Scheme Consideration in accordance with this deed and the terms and conditions as Bidder reasonably requires to be stated on of the Election FormScheme.