Common use of Exceptions to Standstill Clause in Contracts

Exceptions to Standstill. (a) Notwithstanding anything in Section 2.1 to the contrary, it shall not 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 Anti-Dilution Right, an aggregate number of Ordinary Shares (including Ordinary Shares represented by ADSs) up to holding the Shareholder Purchase Right Shares; provided that the Shareholder or any of its Affiliates, as applicable, shall give the Company written notice of such purchase promptly but in no event later than five (5) Business Days following such purchase (the “Shareholder Notice”) and that each Shareholder Notice shall specify the applicable number and date of ADSs or Ordinary Shares purchased; (iii) discuss any matter (including a Company Sale) confidentially with the Company, the Board or any of 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 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 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; (iv) discuss any matter (including a Company Sale) confidentially with its 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; (viii) acquire Equity Securities solely as a result 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 (x) make any public announcement, 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 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 this Agreement, in each case up to holding the Shareholder Purchase Right Shares, shall not 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 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, the Company Rights Agreement.

Exceptions to Standstill. (a) Notwithstanding anything in Section 2.1 4.03 to the contrary, it shall not be a breach of this Agreement if the Shareholder such Investor or its AffiliatesAffiliate: (i) acquire Ordinary Shares pursuant to this Agreement purchase or the Share Purchase Agreement; (ii) purchase, in whole at any single time or in part at any number of times, 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 from 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 stock split, stock dividend, recapitalization, reclassification or similar transaction of the Company (or of the depositary for the ADSs) made in respect of any Company Securities purchased pursuant to the Anti-Dilution Investor Purchase Right, an aggregate number of Ordinary Shares (including Ordinary Shares represented by ADSs) up to holding the Shareholder Purchase Right Shares; provided that the Shareholder or any of its Affiliates, as applicable, shall give the Company written notice of such purchase promptly but in no event later than five (5) Business Days following such purchase (the “Shareholder Notice”) and that each Shareholder Notice shall specify the applicable number and date of ADSs or Ordinary Shares purchased;or (iii) discuss any matter (including a Company Sale) confidentially with the Company, the Board or any of 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 Company (or the holders of ADSs) in any manner they choose; it being understood, for the avoidance of doubt, that this clause clauses (i), (ii) and (iii) shall not permit the Shareholder such Investor or any of its Affiliates to bring a matter before the shareholders Shareholders of the Company for a vote if it such action is otherwise expressly prohibited from doing so under Section 2.1; (iv) discuss any matter (including a Company Sale) confidentially with its Shareholder Representative; (v) discuss any matter (including a Company Sale) confidentially with its directors, officers, employees, financial advisors, legal counsel or other advisors; (vi) 4.03. In all cases subject to the restrictions set forth in Section 3.3 Ownership Cap of this Agreementan Investor, 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; (viii) acquire Equity Securities solely as a result 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 (x) make any public announcement, 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 any Ordinary Shares (including Ordinary Shares represented Company Securities purchased by ADSs) acquired by the Shareholder or such Investor and/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 this Agreement, in each case up to holding the Shareholder Investor Purchase Right Shares, in accordance with clause (b) above shall not result in the Shareholder or its Affiliates such Investor becoming an “acquiring person” or similar designation, or otherwise having their rights to acquire ADSs or Ordinary Shares 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, including, for the avoidance of doubt, the Company Rights Agreement.

Exceptions to Standstill. (a) Notwithstanding anything The prohibitions in Section 2.1 4.1(a) shall not apply to the contrary, it shall not be a breach activities 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 Anti-Dilution Right, an aggregate number of Ordinary Shares (including Ordinary Shares represented by ADSs) up to holding the Shareholder Purchase Right Shares; provided that the Cinven Shareholder or any of its Affiliatestheir respective Affiliates in connection with: (a) acquisitions made as a result of a share split, as applicableshare dividend, shall give reorganization, recapitalization, reclassification, combination, exchange of shares or other like change approved and/or publicly recommended by the Company written notice Board of such purchase promptly but in no event later than five (5) Business Days following such purchase (the “Shareholder Notice”) and that each Shareholder Notice shall specify the applicable number and date of ADSs or Ordinary Shares purchasedDirectors; (iiib) discuss any matter (including acquisitions made in connection with a Company Sale) confidentially with transaction or series of related transactions in which the Company, the Board Cinven Shareholders or any of its members 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 Company’s management time of the consummation of such acquisition, provided that in connection with any such acquisition, such Cinven Shareholders or exercise voting rights 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 respect to ADSs such acquired business entity, shall not, acting alone or Ordinary 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 on in excess of the Standstill Level following such acquisition, and (ii) if any matter brought before meeting of the shareholders of Concordia is held prior to the Company (disposition thereof, votes such Common Shares or the holders other Voting Securities on each matter presented at any such meeting 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 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; (iv) discuss any matter (including a Company Sale) confidentially Concordia in accordance with its 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 obligations under Section 3.1; (viiic) acquire Equity Securities solely as a result 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 SharesPermitted Transfer; or (xd) make any public announcementhedging activities involving index-linked instruments, filing or disclosure required by Law or the regulations or policies provided that securities of any securities exchange or other similar regulatory body. (b) The Company hereby acknowledges and agrees that 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 this Agreement, in each case up to holding the Shareholder Purchase Right Shares, shall Concordia represent not 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 more than 5% 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, the Company Rights Agreementunderlying index.

Exceptions to Standstill. (a) Notwithstanding anything in Section 2.1 to 8.1, the contrarySonera Holders, it shall not be a breach of this Agreement if the Shareholder collectively or its Affiliatesindividually may: (i) acquire Ordinary Shares pursuant Common Stock without regard to the limitations set forth in Section 8.1 but in accordance with this Agreement Section 8.2 if at any time any Person or 13D Group (other than any 13D Group which includes Sonera Holders) (such Person or 13D Group together with any of their Affiliates, collectively, a "Triggering Person"), directly or indirectly, (x) makes a bona fide offer to acquire, or (y) acquires, beneficial ownership of Common Stock which, if added to the Share Purchase AgreementCommon Stock (if any) already beneficially owned by such Triggering Person, would represent ownership of 33% or more of the Common Stock on a fully-diluted basis; (ii) purchasewith Metro One Board of Directors approval, in whole at any single time or in part at any number of times, from any Person (in make a Tender Offer during the open market, through block trades, or otherwise) or from the Company pursuant to the Anti-Dilution Right, an aggregate number of Ordinary Shares (including Ordinary Shares represented by ADSs) up to holding the Shareholder Purchase Right SharesStandstill Period; provided that the Shareholder or any of its Affiliates, as applicable, shall give the Company written notice of such purchase promptly but in no event later than five (5) Business Days following such purchase (the “Shareholder Notice”) and that each Shareholder Notice shall specify the applicable number and date of ADSs or Ordinary Shares purchased;and (iii) discuss any matter with Metro One Board of Directors approval, acquire Common Stock (including a Company Salestock options, warrants or rights to purchase Common Stock) confidentially with the Company, the Board or any of 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 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 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; (iv) discuss any matter (including a Company Sale) confidentially with its 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 without regard to the restrictions limitations set forth in Section 3.3 8.1 hereof. Metro One shall give Sonera written notice 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 the occurrence of any Equity Securities (or beneficial ownership thereof); (viievent of the type referred to in Section 8.2(a)(i) designate any Shareholder Representative pursuant to Section 3.1 or remove any Shareholder Representative designated pursuant to Section 3.1; (viii) acquire Equity Securities solely as a result promptly after Metro One obtains knowledge 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 (x) make any public announcement, filing or disclosure required by Law or the regulations or policies of any securities exchange or other similar regulatory bodysuch event. (b) The Company hereby acknowledges 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 being taken by the Triggering Person; provided that the Sonera Holders may only acquire that number of shares which when added to the number 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), the Sonera Holders shall be permitted to offer more favorable terms such as price, cash versus securities or other such terms as may be consistent with an offer of the same nature and type of consideration as that which is being proposed by the Triggering Person. (c) If the Sonera Holders shall take any such action permitted by Section 8.2(b), Metro One agrees that it shall not in any Ordinary Shares way (including Ordinary Shares represented whether by ADSsactive opposition, Board of Director announcement or otherwise) acquired by the Shareholder or its Affiliates pursuant contest such action, subject in all events to the Share Purchase Agreement or pursuant fiduciary obligations of Metro One's Board of Directors and officers to Sections 2.2(a)(ii), 2.2(a)(viii) and 2.2(a)(ix) of this Agreement, in each case up to holding the Shareholder Purchase Right Shares, shall not 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 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, the Company Rights AgreementMetro One's shareholders.

Exceptions to Standstill. (a) Notwithstanding anything in Section 2.1 to the contrary, it shall not be a breach of this Agreement if the Shareholder Priceline or its AffiliatesSubsidiaries: (ia) acquire Ordinary Shares ADSs through conversion of any of the Notes pursuant to the applicable Transaction Documents as long as immediately after the conversion Priceline and its Subsidiaries are not in breach of this Agreement or the Share Purchase Agreement; (iib) 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 Anti-Dilution Right, an aggregate number of ADSs or Ordinary Shares (including Ordinary Shares represented by ADSs) that would give Priceline beneficial ownership of the Share capital of the Company up to holding the Shareholder Priceline Ownership Threshold (the right in this clause (b), the “Priceline Purchase Right SharesRight”); provided that the Shareholder Priceline or any of its Affiliates, as applicable, shall give Subsidiaries gives the Company written notice of such purchase in accordance with Section 4.4 promptly but in no event later than five (5) the next Business Days Day immediately following such purchase (the “Shareholder Priceline Notice”) and that each Shareholder ). Each Priceline Notice shall specify the applicable number and date of ADSs or Ordinary Shares purchased; (iiic) acquire additional ADSs pursuant to a stock 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) discuss any matter (including a Company Sale) confidentially with the Company, the Board or any of 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 Company (or the holders of ADSs) in any manner they choose; it being understood, for the avoidance of doubt, that this clause clauses (b), (c) and (d) shall not permit the Shareholder Priceline or its Affiliates 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; (iv) discuss any matter (including a Company Sale) confidentially with its Shareholder Representative; (v) discuss any matter (including a Company Sale) confidentially with its directors, officers, employees, financial advisors, legal counsel or other advisors; (vi) . In all cases subject to the restrictions set forth in Section 3.3 of this AgreementPriceline Ownership Threshold, 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; (viii) acquire Equity Securities solely as a result 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 (x) make any public announcement, 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 any ADSs or Ordinary Shares (including Ordinary Shares represented purchased by ADSs) acquired by the Shareholder Priceline or its Affiliates Subsidiaries pursuant to the Share Purchase Agreement or pursuant to Sections 2.2(a)(ii), 2.2(a)(viii) and 2.2(a)(ix) of this Agreement, in each case up to holding the Shareholder Priceline Purchase Right Sharesin 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 the Shareholder Priceline or its Affiliates 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, including, for the avoidance of doubt, the Company Rights Agreement.

Exceptions to Standstill. (a) Notwithstanding anything in Section 2.1 to the contrary, it shall not be a breach of this Agreement if the Shareholder Priceline or its AffiliatesSubsidiaries: (ia) acquire Ordinary Shares ADSs through conversion of any or both of the Notes pursuant to the applicable Transaction Documents as long as immediately after the conversion Priceline and its Subsidiaries are not in breach of this Agreement or the Share Purchase Agreement; (iib) subject to the issuance of the 2015 Note, during the Purchase Right Period, 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 Anti-Dilution Right, an aggregate number of ADSs or Ordinary Shares (including Ordinary Shares represented by ADSs) up to holding the Shareholder Priceline Purchase Right SharesShares (the right in this clause (b), the “Priceline Purchase Right”); provided that the Shareholder Priceline or any of its Affiliates, as applicable, shall give Subsidiaries gives the Company written notice of such purchase in accordance with Section 4.4 promptly but in no event later than five (5) the next Business Days Day immediately following such purchase (the “Shareholder Priceline Notice”) and that each Shareholder ). Each Priceline Notice shall specify the applicable number and date of ADSs or Ordinary Shares purchased; (iiic) acquire additional ADSs pursuant to a stock 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) discuss any matter (including a Company Sale) confidentially with the Company, the Board or any of 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 Company (or the holders of ADSs) in any manner they choose; it being understood, for the avoidance of doubt, that this clause clauses (b), (c) and (d) shall not permit the Shareholder Priceline or its Affiliates 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; (iv) discuss any matter (including a Company Sale) confidentially with its 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 . Subject to the restrictions set forth in Section 3.3 issuance of this Agreementthe 2015 Note, 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; (viii) acquire Equity Securities solely as a result 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 (x) make any public announcement, 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 any ADSs or Ordinary Shares (including Ordinary Shares represented purchased by ADSs) acquired by the Shareholder Priceline or its Affiliates Subsidiaries pursuant to the Share Priceline Purchase Agreement or pursuant to Sections 2.2(a)(iiRight in accordance with clause (b), 2.2(a)(viii) and 2.2(a)(ix) of this Agreementabove, in each case up to holding the Shareholder Priceline Purchase Right Shares, Shares amount shall not result in the Shareholder Priceline or its Affiliates 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 Rights Agreementsubsequent to the expiration of the Purchase Right Period.

Exceptions to Standstill. (a) Notwithstanding anything in Section 2.1 herein to the contrary, it Section 6.17 hereof shall not prevent a Seller from directly or indirectly and whether alone or by acting jointly or in concert with any other person, in any manner (a) 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 by means of a breach of this Agreement if merger, 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 Shareholder transaction or its Affiliates: offer referred to hereinafter in clauses (i) acquire Ordinary Shares pursuant to this Agreement or the Share Purchase Agreement; (ii) purchaseof 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, in whole at 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 than any single time Seller or any person acting jointly or in part at concert with any number of timesSeller (a “Third Party”), from any Person (in the open market, through block tradesfor an acquisition by, or otherwisea 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 from 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 Company pursuant to the Antioutstanding Purchaser Shares, which take-Dilution Right, an aggregate number of Ordinary Shares (including Ordinary Shares represented over bid or exchange offer has been accepted or recommended by ADSs) up to holding the Shareholder Purchase Right Shares; provided that the Shareholder or any of its Affiliates, as applicable, shall give the Company written notice of such purchase promptly but in no event later than five (5) Business Days following such purchase (the “Shareholder Notice”) and that each Shareholder Notice shall specify the applicable number and date of ADSs or Ordinary Shares purchased; (iii) discuss any matter (including a Company Sale) confidentially with the Company, the Board of Directors or any in respect of its members which the Board of Directors has failed to publicly make a recommendation (which for greater certainty shall include a recommendation in favour or the Company’s management against such offer) as to whether such take-over bid or exercise voting rights with respect to ADSs or Ordinary Shares on any matter brought before the exchange offer should be accepted by shareholders of the Company (or Purchaser within 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 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; (iv) discuss any matter (including a Company Sale) confidentially with its 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; (viii) acquire Equity Securities solely as a result 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 (x) make any public announcement, filing or disclosure period required by Law or the regulations or policies of any applicable securities exchange or other similar regulatory bodyLaws. (b) The Company hereby acknowledges and agrees that 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 this Agreement, in each case up to holding the Shareholder Purchase Right Shares, shall not 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 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, the Company Rights Agreement.

Exceptions to Standstill. (a) Notwithstanding anything in Section 2.1 to the contrary, it shall not be a breach of this Agreement if the Shareholder Priceline or its AffiliatesSubsidiaries: (ia) acquire Ordinary Shares ADSs through conversion of the Note pursuant to the Transaction Documents as long as immediately after the conversion Priceline and its Subsidiaries are not in breach of this Agreement or the Share Purchase Agreement; (iib) during the Purchase Right Period, 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 Anti-Dilution Right, an aggregate number of ADSs or Ordinary Shares (including Ordinary Shares represented by ADSs) up to holding the Shareholder Priceline Purchase Right SharesShares (the right in this clause (b), the “Priceline Purchase Right”); provided that the Shareholder Priceline or any of its Affiliates, as applicable, shall give Subsidiaries gives the Company written notice of such purchase in accordance with Section 4.4 promptly but in no event later than five (5) the next Business Days Day immediately following such purchase (the “Shareholder Priceline Notice”) and that each Shareholder ). Each Priceline Notice shall specify the applicable number and date of ADSs or Ordinary Shares purchased; (iiic) acquire additional ADSs pursuant to a stock 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) discuss any matter (including a Company Sale) confidentially with the Company, the Board or any of 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 Company (or the holders of ADSs) in any manner they choose; it being understood, for the avoidance of doubt, that this clause clauses (b), (c) and (d) shall not permit the Shareholder Priceline or its Affiliates 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; (iv) discuss any matter (including a Company Sale) confidentially with its 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; (viii) acquire Equity Securities solely as a result 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 (x) make any public announcement, 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 any ADSs or Ordinary Shares (including Ordinary Shares represented purchased by ADSs) acquired by the Shareholder Priceline or its Affiliates Subsidiaries pursuant to the Share Priceline Purchase Agreement or pursuant to Sections 2.2(a)(iiRight in accordance with clause (b), 2.2(a)(viii) and 2.2(a)(ix) of this Agreementabove, in each case up to holding the Shareholder Priceline Purchase Right Shares, Shares amount shall not result in the Shareholder Priceline or its Affiliates 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 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 Rights Agreementsubsequent to the expiration of the Purchase Right Period.