Common use of Filing of the Offer Clause in Contracts

Filing of the Offer. (i) As soon as reasonably practicable following completion of the transaction contemplated in the Share Purchase Agreement and in any event no later than five (5) Business Days thereafter, the Purchaser shall file with the AMF a mandatory simplified cash offer for all of the Company Shares (other than the Company Shares already owned by the Purchaser or its Affiliates) and, only if the Subscription Warrants have not been acquired by the Purchaser before such filing, such Subscription Warrants, at the prices set forth in Article 2.2 (the “Offer Price”) (together with any subsequent offer of the Purchaser or any Affiliate thereof filed with the AMF, the “Offer”). The Offer Price takes into consideration the distribution of a dividend in an amount of 1.80 Euros (€1.80) per share which will be paid prior to Closing. The completion of the Offer at which the Purchaser pays the Offer Price for the Company Shares pursuant to the terms set forth in the Purchaser Offer Documents shall be referred to as the “Closing,” and the date on which the Closing occurs shall be referred to as the “Closing Date”. (ii) In connection with the Offer, the Purchaser shall file with the AMF a draft offer document (note d’information), a regulatory press release (which shall be disseminated in accordance with the AMF General Regulation) and, no later than the Business Day preceding the opening of the Offer, a document presenting the Purchaser’s legal, financial and accounting characteristics (autres informations) (such documents, together with any supplements or amendments thereto, being the “Purchaser Offer Documents”). The Purchaser shall prepare the Purchaser Offer Documents in compliance with applicable laws and regulations and no later than ten (10) Business Days prior to any filing with the AMF, shall provide the Company with a reasonable opportunity to comment thereon and the Purchaser shall consider in good faith any reasonable comments thereon. The Purchaser shall have the right to amend the terms of the Purchaser Offer Documents after they are filed with the AMF to the extent required to reflect comments from the AMF; provided that the Purchaser shall consult with the Company with respect to any such amendments and shall consider in good faith any reasonable comments of the Company thereon and provided further that in the event such amendments relate to sections of the draft offer document relating to the rationale, background of the offer and the strategic plans and intentions of the bidder, such amendments shall not result in the Offer being less favorable to the Company, its employees and its shareholders.

Filing of the Offer. (ia) As soon as reasonably practicable Within the ten Business Days following completion of the transaction contemplated in the Share Purchase Agreement and in any event no later than five (5) Business Days thereafterTransaction, the Purchaser shall will file with the AMF a mandatory simplified cash tender offer for all of the Company Shares (other than the Company Shares already owned by the Purchaser or its Affiliates) and, only if the Subscription Warrants have not been acquired by the Purchaser before such filing, such Subscription Warrants, at the prices set forth in Article 2.2 (the “Offer Price”) (together with any subsequent offer of the Purchaser or any Affiliate thereof filed with the AMF, the “Offer”) under which holders of Company Shares may elect to tender their Company Shares for purchase by the Purchaser pursuant to the Offer and subject to any requirement of the AMF, for: (i) EUR 100 per Company Share, in cash, without interest; and/or (ii) 0.0625 share of Parent Preferred Stock for each Company Share, each Parent Preferred Stock giving right, upon conversion, to 18 Parent Common Stock; provided, however, that if holders tender to the exchange branch of the Offer a number of Company Shares greater than 75% of the total number of Company Shares targeted in the Offer (to the exclusion, for the sake of clarity, of the Company Shares held by the Purchaser and its Affiliates, and Treasury Shares). The Offer Price takes into consideration , a number of Parent Preferred Stock equal to 75% of such targeted Company Shares multiplied by the distribution Exchange Ratio (the “Maximum Number of a dividend in an amount of 1.80 Euros (€1.80) per share which Parent Shares”), will be paid prior to Closingallocated proportionately among such holders so electing Parent Preferred Stock and the other Company Shares held by them will be purchased by the Purchaser at the cash price offered per Company Share. The completion of the Offer at which the Purchaser purchases and pays the Offer Price for the Company Shares pursuant to the terms set forth in the Purchaser Offer Documents shall will be referred to as the “Offer Closing,” and the date on which the Closing occurs shall will be referred to as the “Offer Closing Date”. (iib) In connection with the Offer, the Purchaser shall will (i) file with the AMF a draft offer document (note d’information), (ii) publish a regulatory press release (which shall will be disseminated in accordance with the AMF General Regulation), and (iii) andin due time to be agreed with the AMF, no later than the Business Day preceding the opening of the Offer, file a document presenting the Purchaser’s and Parent’s legal, financial and accounting characteristics (autres informations) providing shareholders with all relevant information required by Law (such documents, together with any supplements or amendments thereto, being the “Purchaser Offer Documents”). The Purchaser shall will prepare the Purchaser Offer Documents in compliance with applicable laws and regulations and Laws and, no later than ten (10) Business Days prior to any filing with the AMF, shall will provide the Company with a reasonable opportunity to comment thereon and the drafts thereof. The Purchaser shall will consider in good faith any reasonable comments thereon. The Purchaser shall will have the right to amend the terms of the Purchaser Offer Documents after they are filed with the AMF to the extent required to reflect comments from the AMFAMF or as it determines to be appropriate based on the advice of counsel; provided that (i) the Purchaser shall will consult with the Company with respect to any such amendments and shall will consider in good faith any reasonable comments of the Company thereon and provided further that (ii) in the event such amendments relate to sections of the draft offer document relating to the rationale, background of the offer and the strategic plans and intentions of the bidder, such amendments shall will not result in the Offer being materially less favorable to the Company, its employees and its shareholders.

Filing of the Offer. (i) As soon as reasonably practicable following completion of the transaction contemplated in the Share Purchase Agreement and in any event no later than five (5) Business Days thereafter, the Purchaser shall file with the AMF a mandatory simplified cash offer for all of the Company Shares (other than the Company Shares already owned by the Purchaser or its Affiliates) and, only if the Subscription Warrants have not been acquired by the Purchaser before such filing, such Subscription Warrants, at the prices set forth in Article 2.2 (the “Offer Price”) (together with any subsequent offer of the Purchaser or any Affiliate thereof filed with the AMF, the “Offer”). The Offer Price takes into consideration the distribution of a dividend in an amount of 1.80 Euros (€1.80) per share which will be paid prior to Closing. The completion of the Offer at which the Purchaser pays the Offer Price for the Company Shares pursuant to the terms set forth in the Purchaser Offer Documents shall be referred to as the “Closing,” and the date on which the Closing occurs shall be referred to as the “Closing Date”. (iia) In connection with the Offer, the Purchaser shall file prepare, with and subject to the AMF cooperation and assistance of the Company in accordance with Section 4(c), the Offer documentation required by the règlement général de l’Autorité des marchés financiers, including a draft offer document (“note d’information”), a regulatory press release pursuant to Art. 231-16 of the règlement général de l’Autorité des marchés financier submitted to the AMF, informing of the filing of the draft Offer as well as of the means of obtaining (which shall be disseminated in accordance with free of charge) the draft note d’information and specifying that the Offer and the draft note d’information remain subject to the review by the AMF General Regulation) (communiqué de dépôt), and, no later than the Business Day preceding the opening of the Offer, a document presenting the Purchaser’s legal, financial and accounting characteristics (“autres informations”) (the “Other Information Document”), and a press release notifying the availability of the final note d’information once approved by the AMF and the Other Information Document pursuant to Article 231-27 2° and 231-28 of the règlement général de l’Autorité des marchés financiers (such documents, together with any supplements or amendments thereto, being the “Purchaser Offer Documents”). The Purchaser shall will prepare the Purchaser Offer Documents in compliance with applicable laws and regulations and no later than ten (10) Business Days Laws and, prior to any filing with the AMF, shall with a reasonable prior notice in light of the relevant deadlines, will provide the Company with a reasonable opportunity to comment thereon and the drafts thereof. The Purchaser shall will consider in good faith any reasonable comments thereon. The Purchaser shall will have the right to amend the terms of the Purchaser Offer Documents after they are filed with the AMF to the extent required to reflect comments from the AMFAMF or as it determines to be appropriate based on the advice of counsel; provided that (i) the Purchaser shall will consult with the Company with respect to any such amendments and shall will consider in good faith any reasonable comments of the Company thereon and provided further that (ii) in the event such amendments relate to sections of the draft offer document note d’information relating to the rationale, background of the offer and the strategic plans and intentions of the bidderPurchaser, such amendments shall will not result in the Offer being materially less favorable to the Company, its employees and its shareholders. TxCell Sangamo TOA (b) Following completion of the Block Transaction and in due time to be agreed with the AMF, the Purchaser shall instruct Alantra, in its capacity as presenting bank (établissement présentateur) of the Offer, to file with the AMF a mandatory simplified tender offer (Offre Publique d’Achat Simplifiée, OPA-S) for all of the Company Shares (other than the Company Shares already owned by the Purchaser or its Affiliates) (together with any subsequent offer of the Purchaser or any Affiliate thereof filed with the AMF, the “Offer”) under which holders of Company Shares may elect to tender their Company Shares for purchase by the Purchaser pursuant to the Offer and subject to any requirement of the AMF, for EUR 2.58 per Company Share, in cash, without interest (the “Offer Price”). (c) Subject to the terms of this Agreement, the Purchaser will file with the AMF the Purchaser Offer Documents in due time to be agreed with the AMF. (d) The completion of the Offer at which the Purchaser purchases and pays for Company Shares pursuant to the terms set forth in the Purchaser Offer Documents will be referred to as the “Offer Closing,” and the date on which the Offer Closing occurs will be referred to as the “Offer Closing Date”.

Filing of the Offer. (i) As soon as reasonably practicable following completion of the transaction contemplated in the Share Purchase Agreement and in any event no later than five (5) Business Days thereafter, the Purchaser shall file with the AMF a mandatory simplified cash offer for all of the Company Shares (other than the Company Shares already owned by the Purchaser or its Affiliates) and, only if the Subscription Warrants have not been acquired by the Purchaser before such filing, such Subscription Warrants, at the prices set forth in Article 2.2 (the “Offer Price”) (together with any subsequent offer of the Purchaser or any Affiliate thereof filed with the AMF, the “Offer”). The Offer Price takes into consideration the distribution of a dividend in an amount of 1.80 Euros (€1.80) per share which will be paid prior to Closing. The completion of the Offer at which the Purchaser pays the Offer Price for the Company Shares pursuant to the terms set forth in the Purchaser Offer Documents shall be referred to as the “Closing,” and the date on which the Closing occurs shall be referred to as the “Closing Date”. (iia) In connection with the Offer, the Purchaser shall file prepare, with and subject to the AMF cooperation and assistance of the Company in accordance with Section 4(c), the Offer documentation required by the règlement général de l’Autorité des marchés financiers, including a draft offer document (“note d’information”), a regulatory press release pursuant to Art. 231-16 of the règlement général de l’Autorité des marchés financier submitted to the AMF, informing of the filing of the draft Offer as well as of the means of obtaining (which shall be disseminated in accordance with free of charge) the draft note d’information and specifying that the Offer and the draft note d’information remain subject to the review by the AMF General Regulation) (communiqué de dépôt), and, no later than the Business Day preceding the opening of the Offer, a document presenting the Purchaser’s legal, financial and accounting characteristics (“autres informations”) (the “Other Information Document”), and a press release notifying the availability of the final note d’information once approved by the AMF and the Other Information Document pursuant to Article 231-27 2° and 231-28 of the règlement général de l’Autorité des marchés financiers (such documents, together with any supplements or amendments thereto, being the “Purchaser Offer Documents”). The Purchaser shall will prepare the Purchaser Offer Documents in compliance with applicable laws and regulations and no later than ten (10) Business Days Laws and, prior to any filing with the AMF, shall with a reasonable prior notice in light of the relevant deadlines, will provide the Company with a reasonable opportunity to comment thereon and the drafts thereof. The Purchaser shall will consider in good faith any reasonable comments thereon. The Purchaser shall will have the right to amend the terms of the Purchaser Offer Documents after they are filed with the AMF to the extent required to reflect comments from the AMFAMF or as it determines to be appropriate based on the advice of counsel; provided that (i) the Purchaser shall will consult with the Company with respect to any such amendments and shall will consider in good faith any reasonable comments of the Company thereon and provided further that (ii) in the event such amendments relate to sections of the draft offer document note d’information relating to the rationale, background of the offer and the strategic plans and intentions of the bidderPurchaser, such amendments shall will not result in the Offer being materially less favorable to the Company, its employees and its shareholders. (b) Following completion of the Block Transaction and in due time to be agreed with the AMF, the Purchaser shall instruct Alantra, in its capacity as presenting bank (établissement présentateur) of the Offer, to file with the AMF a mandatory simplified tender offer (Offre Publique d’Achat Simplifiée, OPA-S) for all of the Company Shares (other than the Company Shares already owned by the Purchaser or its Affiliates) (together with any subsequent offer of the Purchaser or any Affiliate thereof filed with the AMF, the “Offer”) under which holders of Company Shares may elect to tender their Company Shares for purchase by the Purchaser pursuant to the Offer and subject to any requirement of the AMF, for EUR 2.58 per Company Share, in cash, without interest (the “Offer Price”). (c) Subject to the terms of this Agreement, the Purchaser will file with the AMF the Purchaser Offer Documents in due time to be agreed with the AMF. (d) The completion of the Offer at which the Purchaser purchases and pays for Company Shares pursuant to the terms set forth in the Purchaser Offer Documents will be referred to as the “Offer Closing,” and the date on which the Offer Closing occurs will be referred to as the “Offer Closing Date”.

Filing of the Offer. Article 2.2(a) of the Tender Offer Agreement shall be amended and restated and replaced with the following: (ia) As soon as reasonably practicable Purchaser shall use reasonable best efforts to file with the AMF within 10 Business Days following completion of the transaction contemplated in the Share Purchase Agreement and in any event no later than five (5) Business Days thereafter, the Purchaser shall file with the AMF Transaction a mandatory simplified cash tender offer for all of the Company Shares (other than the Company Shares already owned by the Purchaser or its Affiliates) and, only if the Subscription Warrants have not been acquired by the Purchaser before such filing, such Subscription Warrants, at the prices set forth in Article 2.2 (the “Offer Price”) (together with any subsequent offer of the Purchaser or any Affiliate thereof filed with the AMF, the “Offer”) under which holders of Company Shares may elect to tender their Company Shares for purchase by the Purchaser pursuant to the Offer and subject to any requirement of the AMF, for: (i) EUR 100 per Company Share, in cash, without interest; and/or (ii) a number of shares of Parent Common Stock equal to the Final Exchange Ratio for each Company Share; provided, however, that if holders tender to the exchange branch of the Offer a number of Company Shares greater than the percentage of Company Shares elected as Company Exchange Shares by the Sellers under the SPA (the “Exchange Percentage”) of the total number of Company Shares targeted in the Offer (to the exclusion, for the sake of clarity, of the Company Shares held by the Purchaser and its Affiliates, and Treasury Shares), a number of shares of Parent Common Stock equal to the Exchange Percentage multiplied by the Final Exchange Ratio (the “Maximum Number of Parent Shares”), will be allocated proportionately among such holders so electing Parent Common Stock and the other Company Shares held by them will be purchased by the Purchaser at the cash price offered per Company Share. The Offer Price takes into consideration In the distribution event that, as of a dividend in an the Closing, the market value of the amount of 1.80 Euros (€1.80) shares of Parent Common Stock offered per share which will Company Share in the exchange branch is less than the cash price offered per Company Share, the Parties shall cooperate to submit a request to the AMF, and use reasonable best efforts, to not be paid prior required to Closingoffer the exchange branch of the Offer. The completion of the Offer at which the Purchaser purchases and pays the Offer Price for the Company Shares pursuant to the terms set forth in the Purchaser Offer Documents shall will be referred to as the “Offer Closing,” and the date on which the Closing occurs shall will be referred to as the “Offer Closing Date”. (ii) In connection with the Offer, the Purchaser shall file with the AMF a draft offer document (note d’information), a regulatory press release (which shall be disseminated in accordance with the AMF General Regulation) and, no later than the Business Day preceding the opening of the Offer, a document presenting the Purchaser’s legal, financial and accounting characteristics (autres informations) (such documents, together with any supplements or amendments thereto, being the “Purchaser Offer Documents”). The Purchaser shall prepare the Purchaser Offer Documents in compliance with applicable laws and regulations and no later than ten (10) Business Days prior to any filing with the AMF, shall provide the Company with a reasonable opportunity to comment thereon and the Purchaser shall consider in good faith any reasonable comments thereon. The Purchaser shall have the right to amend the terms of the Purchaser Offer Documents after they are filed with the AMF to the extent required to reflect comments from the AMF; provided that the Purchaser shall consult with the Company with respect to any such amendments and shall consider in good faith any reasonable comments of the Company thereon and provided further that in the event such amendments relate to sections of the draft offer document relating to the rationale, background of the offer and the strategic plans and intentions of the bidder, such amendments shall not result in the Offer being less favorable to the Company, its employees and its shareholders.