Common use of Exceptions to Standstill Clause in Contracts

Exceptions to Standstill. The prohibitions in Section 4.1(a) shall not apply to the activities of any Cinven Shareholder or any of their respective Affiliates in connection with: (a) acquisitions made as a result of a share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change approved and/or publicly recommended by the Board of Directors; (b) acquisitions made in connection with a transaction or series of related transactions in which the Cinven Shareholders or any of their respective Affiliates acquires a previously unaffiliated business entity that Beneficially Owns Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, at the time of the consummation of such acquisition, provided that in connection with any such acquisition, such Cinven Shareholders or such applicable Affiliate, as the case may be, (i) either (A) causes such entity to divest the Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the acquired entity within a period of one hundred twenty (120) calendar days after the date of the consummation of such acquisition or (B) divests the Equity Securities, Voting Securities or any other securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the Cinven Shareholders and their respective Affiliates, in an amount such that the Cinven Shareholders and their respective Affiliates, together with such acquired business entity, shall not, acting alone or as part of a Group or Jointly or In Concert with any Person or Persons, directly or indirectly, Beneficially Own a number of Common Shares in excess of the Standstill Level following such acquisition, and (ii) if any meeting of the shareholders of Concordia is held prior to the disposition thereof, votes such Common Shares or other Voting Securities on each matter presented at any such meeting of the shareholders of Concordia in accordance with its obligations under Section 3.1; (c) a Permitted Transfer; or (d) hedging activities involving index-linked instruments, provided that securities of Concordia represent not more than 5% of the underlying index.

Exceptions to Standstill. The prohibitions (a) Notwithstanding anything in Section 4.1(a) 2.1 to the contrary, it shall not apply be a breach of this Agreement if the Shareholder or its Affiliates: (i) acquire Ordinary Shares pursuant to this Agreement or the Share Purchase Agreement; (ii) purchase, in whole at any single time or in part at any number of times, from any Person (in the open market, through block trades, or otherwise) or from the Company pursuant to the activities Anti-Dilution Right, an aggregate number of any Cinven Ordinary Shares (including Ordinary Shares represented by ADSs) up to holding the Shareholder Purchase Right Shares; provided that the Shareholder or any of their respective Affiliates its Affiliates, as applicable, shall give the Company written notice of such purchase promptly but in connection with: no event later than five (a5) acquisitions made as a result Business Days following such purchase (the “Shareholder Notice”) and that each Shareholder Notice shall specify the applicable number and date of a share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares ADSs or other like change approved and/or publicly recommended by the Board of DirectorsOrdinary Shares purchased; (biii) acquisitions made in connection discuss any matter (including a Company Sale) confidentially with a transaction or series of related transactions in which the Cinven Shareholders Company, the Board or any of their respective Affiliates acquires a previously unaffiliated business entity that Beneficially Owns Equity Securities, Voting Securities its members or the Company’s management or exercise voting rights with respect to ADSs or Ordinary Shares on any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, at the time of the consummation of such acquisition, provided that in connection with any such acquisition, such Cinven Shareholders or such applicable Affiliate, as the case may be, (i) either (A) causes such entity to divest the Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the acquired entity within a period of one hundred twenty (120) calendar days after the date of the consummation of such acquisition or (B) divests the Equity Securities, Voting Securities or any other securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the Cinven Shareholders and their respective Affiliates, in an amount such that the Cinven Shareholders and their respective Affiliates, together with such acquired business entity, shall not, acting alone or as part of a Group or Jointly or In Concert with any Person or Persons, directly or indirectly, Beneficially Own a number of Common Shares in excess of the Standstill Level following such acquisition, and (ii) if any meeting of matter brought before the shareholders of Concordia is held prior the Company (or the holders of ADSs) in any manner they choose; it being understood, for the avoidance of doubt, that this clause shall not permit the Shareholder or its Affiliates to the disposition thereof, votes such Common Shares or other Voting Securities on each bring a matter presented at any such meeting of before the shareholders of Concordia in accordance the Company for a vote if it is otherwise expressly prohibited from doing so under Section 2.1; (iv) discuss any matter (including a Company Sale) confidentially with its obligations under Shareholder Representative; (v) discuss any matter (including a Company Sale) confidentially with its directors, officers, employees, financial advisors, legal counsel or other advisors; (vi) subject to the restrictions set forth in Section 3.3 of this Agreement, effect, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or knowingly assist, or vote in favor of or authorize, or solicit any other Person to effect, offer or propose (whether publicly or otherwise) to effect or participate in any disposition or sale of any Equity Securities (or beneficial ownership thereof); (vii) designate any Shareholder Representative pursuant to Section 3.1 or remove any Shareholder Representative designated pursuant to Section 3.1; (cviii) acquire Equity Securities solely as a Permitted Transferresult of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, consolidation, split-up, combination, sub-division, exchange, readjustment or any similar transaction involving the Ordinary Shares (including Ordinary Shares represented by ADSs), up to holding the Shareholder Purchase Right Shares; (ix) acquire Equity Securities solely in connection with the reinvestment of dividends or distributions (regular or otherwise) paid on any Ordinary Shares (including Ordinary Shares represented by ADSs) beneficially owned by the Shareholder or its Affiliates, up to holding the Shareholder Purchase Right Shares; or (dx) hedging activities involving index-linked instrumentsmake any public announcement, provided filing or disclosure required by Law or the regulations or policies of any securities exchange or other similar regulatory body. (b) The Company hereby acknowledges and agrees that securities any Ordinary Shares (including Ordinary Shares represented by ADSs) acquired by the Shareholder or its Affiliates pursuant to the Share Purchase Agreement or pursuant to Sections 2.2(a)(ii), 2.2(a)(viii) and 2.2(a)(ix) of Concordia represent this Agreement, in each case up to holding the Shareholder Purchase Right Shares, shall not more than 5% result in the Shareholder or its Affiliates becoming an “acquiring person” or similar designation, or otherwise having their rights to acquire ADSs or Ordinary Shares limited in any way, under any “stockholder rights plan,” “poison pill,” or other comparable plan or arrangement of the underlying indexCompany, or any amendment or modification thereof, in effect as of the date of this Agreement or that may be adopted in the future, including, for the avoidance of doubt, the Company Rights Agreement.

Exceptions to Standstill. The prohibitions Notwithstanding anything in Section 4.1(a) 4.03 to the contrary, it shall not apply to the activities be a breach of any Cinven Shareholder this Agreement if such Investor or any of their respective Affiliates in connection withits Affiliate: (ai) acquisitions made purchase or subscribe for from any Person including the Company (in the open market, through block trades, or otherwise), any number of Company Securities that would not result in such Investor’s Ownership Percentage as of immediately after such purchase or subscription exceeding such Investor’s Ownership Cap (the right in this clause (i), the “Investor Purchase Right”), or if such Investor’s Ownership Percentage exceeds such Investor’s Ownership Cap solely as a result of the Company repurchasing, redeeming or cancelling any of its outstanding shares; (ii) acquire additional Company Securities pursuant to a share stock split, share stock dividend, reorganization, recapitalization, reclassification, combination, exchange reclassification or similar transaction of shares the Company (or other like change approved and/or publicly recommended by of the Board of Directors; (bdepositary for the ADSs) acquisitions made in connection with a transaction or series respect of related transactions in which the Cinven Shareholders or any of their respective Affiliates acquires a previously unaffiliated business entity that Beneficially Owns Equity Securities, Voting Company Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, at the time of the consummation of such acquisition, provided that in connection with any such acquisition, such Cinven Shareholders or such applicable Affiliate, as the case may be, (i) either (A) causes such entity to divest the Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the acquired entity within a period of one hundred twenty (120) calendar days after the date of the consummation of such acquisition or (B) divests the Equity Securities, Voting Securities or any other securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the Cinven Shareholders and their respective Affiliates, in an amount such that the Cinven Shareholders and their respective Affiliates, together with such acquired business entity, shall not, acting alone or as part of a Group or Jointly or In Concert with any Person or Persons, directly or indirectly, Beneficially Own a number of Common Shares in excess of the Standstill Level following such acquisition, and (ii) if any meeting of the shareholders of Concordia is held prior purchased pursuant to the disposition thereof, votes such Common Shares or other Voting Securities on each matter presented at any such meeting of the shareholders of Concordia in accordance with its obligations under Section 3.1; (c) a Permitted TransferInvestor Purchase Right; or (diii) hedging activities involving index-linked instrumentsdiscuss any matter confidentially with the Company, provided that securities the Board or any of Concordia represent not more than 5% its members or the Company’s management or exercise voting rights with respect to ADSs or Ordinary Shares on any matter brought before the shareholders of the underlying indexCompany (or the holders of ADSs) in any manner they choose; it being understood, for the avoidance of doubt, that clauses (i), (ii) and (iii) shall not permit such Investor or any of its Affiliates to bring a matter before the Shareholders of the Company for a vote if such action is otherwise expressly prohibited under Section 4.03. In all cases subject to the Ownership Cap of an Investor, the Company hereby acknowledges and agrees that any Company Securities purchased by such Investor and/or its Affiliates pursuant to the Investor Purchase Right in accordance with clause (b) above shall not result in such Investor becoming an “acquiring person” or similar designation, or otherwise having their rights to acquire Company Securities limited in any way, under any “stockholder rights plan,” “poison pill,” or other comparable plan or arrangement of the Company, or any amendment or modification thereof, in effect as of the date of this Agreement or that may be adopted in the future.

Exceptions to Standstill. The prohibitions (a) Notwithstanding Section 8.1, the Sonera Holders, collectively or individually may: (i) acquire Common Stock without regard to the limitations set forth in Section 4.1(a8.1 but in accordance with this Section 8.2 if at any time any Person or 13D Group (other than any 13D Group which includes Sonera Holders) shall not apply to the activities of any Cinven Shareholder (such Person or 13D Group together with any of their respective Affiliates in connection with: (a) acquisitions made as a result of a share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change approved and/or publicly recommended by the Board of Directors; (b) acquisitions made in connection with a transaction or series of related transactions in which the Cinven Shareholders or any of their respective Affiliates acquires a previously unaffiliated business entity that Beneficially Owns Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, at the time of the consummation of such acquisition, provided that in connection with any such acquisition, such Cinven Shareholders or such applicable Affiliate, as the case may be, (i) either (A) causes such entity to divest the Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the acquired entity within a period of one hundred twenty (120) calendar days after the date of the consummation of such acquisition or (B) divests the Equity Securities, Voting Securities or any other securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the Cinven Shareholders and their respective Affiliates, in an amount such that the Cinven Shareholders and their respective Affiliatescollectively, together with such acquired business entity, shall not, acting alone or as part of a Group or Jointly or In Concert with any Person or Persons"Triggering Person"), directly or indirectly, Beneficially Own (x) makes a number bona fide offer to acquire, or (y) acquires, beneficial ownership of Common Shares in excess Stock which, if added to the Common Stock (if any) already beneficially owned by such Triggering Person, would represent ownership of 33% or more of the Standstill Level following such acquisition, and Common Stock on a fully-diluted basis; (ii) if any meeting with Metro One Board of Directors approval, make a Tender Offer during the Standstill Period; and (iii) with Metro One Board of Directors approval, acquire Common Stock (including stock options, warrants or rights to purchase Common Stock) without regard to the limitations set forth in Section 8.1 hereof. Metro One shall give Sonera written notice of the shareholders occurrence of Concordia any event of the type referred to in Section 8.2(a)(i) promptly after Metro One obtains knowledge of such event. (b) If an event identified in Section 8.2(a)(i) occurs and shall not have been withdrawn or terminated, the Sonera Holders shall be permitted to take such action and make such offers as may be considered to be of the same nature and type of action or offer and for the same resulting number of shares as that which is held prior being taken by the Triggering Person; provided that the Sonera Holders may only acquire that number of shares which when added to the disposition thereofnumber of shares already owned by the Sonera Holders shall not exceed the number of shares beneficially owned (as defined without excluding paragraph (d) of Rule 13d-3) and to be acquired (assuming any proposals or offers to purchase have been consummated) by the Triggering Person. In proceeding with any action or offer permitted under this Section 8.2(b), votes the Sonera Holders shall be permitted to offer more favorable terms such Common Shares as price, cash versus securities or other Voting Securities on each matter presented at any such meeting terms as may be consistent with an offer of the shareholders same nature and type of Concordia in accordance with its obligations under Section 3.1;consideration as that which is being proposed by the Triggering Person. (c) a Permitted Transfer; or If the Sonera Holders shall take any such action permitted by Section 8.2(b), Metro One agrees that it shall not in any way (dwhether by active opposition, Board of Director announcement or otherwise) hedging activities involving index-linked instrumentscontest such action, provided that securities subject in all events to the fiduciary obligations of Concordia represent not more than 5% Metro One's Board of the underlying indexDirectors and officers to Metro One's shareholders.

Exceptions to Standstill. The prohibitions Notwithstanding anything in Section 4.1(a) 2.1 to the contrary, it shall not apply to the activities be a breach of any Cinven Shareholder this Agreement if Priceline or any of their respective Affiliates in connection withits Subsidiaries: (a) acquisitions made acquire ADSs through conversion of any of the Notes pursuant to the applicable Transaction Documents as a result long as immediately after the conversion Priceline and its Subsidiaries are not in breach of a share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change approved and/or publicly recommended by the Board of Directorsthis Agreement; (b) acquisitions made purchase, in connection with a transaction whole at any single time or series in part at any number of related transactions times, from any Person (in which the Cinven Shareholders open market, through block trades, or otherwise) an aggregate number of ADSs or Ordinary Shares that would give Priceline beneficial ownership of the Share capital of the Company up to the Priceline Ownership Threshold (the right in this clause (b), the “Priceline Purchase Right”); provided that Priceline or any of their respective Affiliates acquires a previously unaffiliated business entity that Beneficially Owns Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, at its Subsidiaries gives the time of the consummation Company written notice of such acquisition, provided that in connection with any such acquisition, such Cinven Shareholders or such applicable Affiliate, as the case may be, (i) either (A) causes such entity to divest the Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the acquired entity within a period of one hundred twenty (120) calendar days after the date of the consummation of such acquisition or (B) divests the Equity Securities, Voting Securities or any other securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the Cinven Shareholders and their respective Affiliates, in an amount such that the Cinven Shareholders and their respective Affiliates, together with such acquired business entity, shall not, acting alone or as part of a Group or Jointly or In Concert with any Person or Persons, directly or indirectly, Beneficially Own a number of Common Shares in excess of the Standstill Level following such acquisition, and (ii) if any meeting of the shareholders of Concordia is held prior to the disposition thereof, votes such Common Shares or other Voting Securities on each matter presented at any such meeting of the shareholders of Concordia purchase in accordance with its obligations under Section 3.14.4 promptly but in no event later than the next Business Day immediately following such purchase (the “Priceline Notice”). Each Priceline Notice shall specify the applicable number and date of ADSs or Ordinary Shares purchased; (c) acquire additional ADSs pursuant to a Permitted Transferstock split, stock dividend, recapitalization, reclassification or similar transaction of the Company (or of the depositary for the ADSs) made in respect of any ADSs purchased pursuant to the Priceline Purchase Right; or (d) hedging activities involving index-linked instrumentsdiscuss any matter (including a Company Sale) confidentially with the Company, provided that securities the Board or any of Concordia represent not more than 5% its members or the Company’s management or exercise voting rights with respect to ADSs or Ordinary Shares on any matter brought before the shareholders of the underlying indexCompany (or the holders of ADSs) in any manner they choose; it being understood, for the avoidance of doubt, that clauses (b), (c) and (d) shall not permit Priceline or its Subsidiaries to bring a matter before the shareholders of the Company for a vote if it is otherwise expressly prohibited from doing so under Section 2.1. In all cases subject to the Priceline Ownership Threshold, the Company hereby acknowledges and agrees that any ADSs or Ordinary Shares purchased by Priceline or its Subsidiaries pursuant to the Priceline Purchase Right in accordance with clause (b) above (plus the acquisition by Priceline or its Subsidiaries of ADSs or Ordinary Shares issued or issuable upon conversion of any of the Notes, including the 2015 II Note) shall not result in Priceline or its Subsidiaries becoming an “acquiring person” or similar designation, or otherwise having their rights to acquire ADSs or Ordinary Shares (plus the ADSs or Ordinary Shares issued or issuable upon conversion of any of the Notes, including the 2015 II Note) limited in any way, under any “stockholder rights plan,” “poison pill,” or other comparable plan or arrangement of the Company, or any amendment or modification thereof, in effect as of the date of this Agreement or that may be adopted in the future.

Exceptions to Standstill. The prohibitions Notwithstanding anything in Section 4.1(a) 2.1 to the contrary, it shall not apply to the activities be a breach of any Cinven Shareholder this Agreement if Priceline or any of their respective Affiliates in connection withits Subsidiaries: (a) acquisitions made acquire ADSs through conversion of any or both of the Notes pursuant to the applicable Transaction Documents as a result long as immediately after the conversion Priceline and its Subsidiaries are not in breach of a share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change approved and/or publicly recommended by the Board of Directorsthis Agreement; (b) acquisitions made subject to the issuance of the 2015 Note, during the Purchase Right Period, purchase, in connection with a transaction whole at any single time or series in part at any number of related transactions times, from any Person (in which the Cinven Shareholders open market, through block trades, or otherwise) an aggregate number of ADSs or Ordinary Shares up to the Priceline Purchase Right Shares (the right in this clause (b), the “Priceline Purchase Right”); provided that Priceline or any of their respective Affiliates acquires a previously unaffiliated business entity that Beneficially Owns Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, at its Subsidiaries gives the time of the consummation Company written notice of such acquisition, provided that in connection with any such acquisition, such Cinven Shareholders or such applicable Affiliate, as the case may be, (i) either (A) causes such entity to divest the Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the acquired entity within a period of one hundred twenty (120) calendar days after the date of the consummation of such acquisition or (B) divests the Equity Securities, Voting Securities or any other securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the Cinven Shareholders and their respective Affiliates, in an amount such that the Cinven Shareholders and their respective Affiliates, together with such acquired business entity, shall not, acting alone or as part of a Group or Jointly or In Concert with any Person or Persons, directly or indirectly, Beneficially Own a number of Common Shares in excess of the Standstill Level following such acquisition, and (ii) if any meeting of the shareholders of Concordia is held prior to the disposition thereof, votes such Common Shares or other Voting Securities on each matter presented at any such meeting of the shareholders of Concordia purchase in accordance with its obligations under Section 3.14.4 promptly but in no event later than the next Business Day immediately following such purchase (the “Priceline Notice”). Each Priceline Notice shall specify the applicable number and date of ADSs or Ordinary Shares purchased; (c) acquire additional ADSs pursuant to a Permitted Transferstock split, stock dividend, recapitalization, reclassification or similar transaction of the Company (or of the depositary for the ADSs) made in respect of any ADSs purchased pursuant to the Priceline Purchase Right; or (d) hedging activities involving index-linked instrumentsdiscuss any matter (including a Company Sale) confidentially with the Company, provided that securities the Board or any of Concordia represent not more than 5% its members or the Company’s management or exercise voting rights with respect to ADSs or Ordinary Shares on any matter brought before the shareholders of the underlying indexCompany (or the holders of ADSs) in any manner they choose; it being understood, for the avoidance of doubt, that clauses (b), (c) and (d) shall not permit Priceline or its Subsidiaries to bring a matter before the shareholders of the Company for a vote if it is otherwise expressly prohibited from doing so under Section 2.1. Subject to the issuance of the 2015 Note, the Company hereby acknowledges and agrees that any ADSs or Ordinary Shares purchased by Priceline or its Subsidiaries pursuant to the Priceline Purchase Right in accordance with clause (b), above, up to the Priceline Purchase Right Shares amount shall not result in Priceline or its Subsidiaries becoming an “acquiring person” or similar designation, or otherwise having their rights to acquire ADSs or Ordinary Shares up to the Priceline Purchase Right Shares amount limited in any way, under any “stockholder rights plan,” “poison pill,” or other comparable plan or arrangement of the Company, or any amendment or modification thereof, in effect as of the date of this Agreement or that may be adopted in the future, including, for the avoidance of doubt, any such plan or arrangement or any amendment or modification thereof adopted by the Company subsequent to the expiration of the Purchase Right Period.

Exceptions to Standstill. The prohibitions Notwithstanding anything in Section 4.1(a) 2.1 to the contrary, it shall not apply to the activities be a breach of any Cinven Shareholder this Agreement if Priceline or any of their respective Affiliates in connection withits Subsidiaries: (a) acquisitions made acquire ADSs through conversion of the Note pursuant to the Transaction Documents as a result long as immediately after the conversion Priceline and its Subsidiaries are not in breach of a share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change approved and/or publicly recommended by the Board of Directorsthis Agreement; (b) acquisitions made during the Purchase Right Period, purchase, in connection with a transaction whole at any single time or series in part at any number of related transactions times, from any Person (in which the Cinven Shareholders open market, through block trades, or otherwise) an aggregate number of ADSs or Ordinary Shares up to the Priceline Purchase Right Shares (the right in this clause (b), the “Priceline Purchase Right”); provided that Priceline or any of their respective Affiliates acquires a previously unaffiliated business entity that Beneficially Owns Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, at its Subsidiaries gives the time of the consummation Company written notice of such acquisition, provided that in connection with any such acquisition, such Cinven Shareholders or such applicable Affiliate, as the case may be, (i) either (A) causes such entity to divest the Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the acquired entity within a period of one hundred twenty (120) calendar days after the date of the consummation of such acquisition or (B) divests the Equity Securities, Voting Securities or any other securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the Cinven Shareholders and their respective Affiliates, in an amount such that the Cinven Shareholders and their respective Affiliates, together with such acquired business entity, shall not, acting alone or as part of a Group or Jointly or In Concert with any Person or Persons, directly or indirectly, Beneficially Own a number of Common Shares in excess of the Standstill Level following such acquisition, and (ii) if any meeting of the shareholders of Concordia is held prior to the disposition thereof, votes such Common Shares or other Voting Securities on each matter presented at any such meeting of the shareholders of Concordia purchase in accordance with its obligations under Section 3.14.4 promptly but in no event later than the next Business Day immediately following such purchase (the “Priceline Notice”). Each Priceline Notice shall specify the applicable number and date of ADSs or Ordinary Shares purchased; (c) acquire additional ADSs pursuant to a Permitted Transferstock split, stock dividend, recapitalization, reclassification or similar transaction of the Company (or of the depositary for the ADSs) made in respect of any ADSs purchased pursuant to the Priceline Purchase Right; or (d) hedging activities involving index-linked instrumentsdiscuss any matter (including a Company Sale) confidentially with the Company, provided that securities the Board or any of Concordia represent not more than 5% its members or the Company’s management or exercise voting rights with respect to ADSs or Ordinary Shares on any matter brought before the shareholders of the underlying indexCompany (or the holders of ADSs) in any manner they choose; it being understood, for the avoidance of doubt, that clauses (b), (c) and (d) shall not permit Priceline or its Subsidiaries to bring a matter before the shareholders of the Company for a vote if it is otherwise expressly prohibited from doing so under Section 2.1. The Company hereby acknowledges and agrees that any ADSs or Ordinary Shares purchased by Priceline or its Subsidiaries pursuant to the Priceline Purchase Right in accordance with clause (b), above, up to the Priceline Purchase Right Shares amount shall not result in Priceline or its Subsidiaries becoming an “acquiring person” or similar designation, or otherwise having their rights to acquire ADSs or Ordinary Shares up to the Priceline Purchase Right Shares amount limited in any way, under any “stockholder rights plan,” “poison pill,” or other comparable plan or arrangement of the Company, or any amendment or modification thereof, in effect as of the date of the Original Agreement or that may be adopted in the future, including, for the avoidance of doubt, any such plan or arrangement or any amendment or modification thereof adopted by the Company subsequent to the expiration of the Purchase Right Period.

Exceptions to Standstill. The prohibitions in Notwithstanding anything herein to the contrary, Section 4.1(a) 6.17 hereof shall not apply to the activities of prevent a Seller from directly or indirectly and whether alone or by acting jointly or in concert with any Cinven Shareholder or other person, in any of their respective Affiliates in connection with: manner (a) acquisitions making any confidential proposal to the Board of Directors to acquire all of the outstanding Purchaser Shares or assets of the Purchaser, which proposal may provide that the acquisition may be made as a result by means of a share splitmerger, share dividend, reorganization, recapitalization, reclassification, business combination, tender offer, exchange offer, take-over bid, statutory arrangement, business combination or similar transaction, or (b) making an offer at a higher price per share than the transaction or offer referred to hereinafter in clauses (i) or (ii) of shares this Section 6.18 (which offer must first be presented to the Board of Directors and for which the Board of Directors shall be permitted five Business Days for its due consideration) for, or an acquisition of, all of the outstanding Purchaser Shares or assets of the Purchaser if (i) the Purchaser has approved or entered into (or has announced the approval or entering into of) a definitive agreement (which for greater certainty does not include a letter of intent), with a person other like change approved and/or than any Seller or any person acting jointly or in concert with any Seller (a “Third Party”), for an acquisition by, or a disposition to, such Third Party of at least 50.1% of the outstanding Purchaser Shares or all or substantially all of the assets of the Purchaser whether by way of a merger, business combination, tender offer, exchange offer, take-over bid, statutory arrangement, business combination or similar transaction, or (ii) a Third Party has commenced a take-over bid or exchange offer for, or has publicly announced or disclosed an intention to commence a take-over bid or exchange offer for at least 50.1% of the outstanding Purchaser Shares, which take-over bid or exchange offer has been accepted or recommended by the Board of Directors; (b) acquisitions made Directors or in connection with a transaction or series respect of related transactions in which the Cinven Shareholders Board of Directors has failed to publicly make a recommendation (which for greater certainty shall include a recommendation in favour or any of their respective Affiliates acquires a previously unaffiliated business entity that Beneficially Owns Equity Securities, Voting Securities against such offer) as to whether such take-over bid or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, at the time exchange offer should be accepted by shareholders of the consummation of such acquisition, provided that in connection with any such acquisition, such Cinven Shareholders or such Purchaser within the period required by applicable Affiliate, as the case may be, (i) either (A) causes such entity to divest the Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the acquired entity within a period of one hundred twenty (120) calendar days after the date of the consummation of such acquisition or (B) divests the Equity Securities, Voting Securities or any other securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, Beneficially Owned by the Cinven Shareholders and their respective Affiliates, in an amount such that the Cinven Shareholders and their respective Affiliates, together with such acquired business entity, shall not, acting alone or as part of a Group or Jointly or In Concert with any Person or Persons, directly or indirectly, Beneficially Own a number of Common Shares in excess of the Standstill Level following such acquisition, and (ii) if any meeting of the shareholders of Concordia is held prior to the disposition thereof, votes such Common Shares or other Voting Securities on each matter presented at any such meeting of the shareholders of Concordia in accordance with its obligations under Section 3.1; (c) a Permitted Transfer; or (d) hedging activities involving index-linked instruments, provided that securities of Concordia represent not more than 5% of the underlying indexLaws.