Common use of Irrevocable Agreement to Tender Clause in Contracts

Irrevocable Agreement to Tender. Subject to Melrose having fully complied with its obligations hereunder and provided that a Superior Offer has not been publicly proposed, the Security Holder hereby irrevocably agrees to validly tender into the Offer, in accordance with all requirements of the Offer, all of the Subject Securities owned (either through record or beneficial ownership) by the Security Holder on or prior to the first scheduled expiration date of the Offer (the “First Tender Date” and each subsequent expiration date of the Offer, a “Tender Date”), free and clear of all claims, liens, encumbrances and/or security interests of any nature whatsoever. If the Security Holder acquires, receives, obtains or is awarded any Subject Securities after the First Tender Date (including during any extension of the Offer or during any subsequent offering period, if any), the Security Holder shall tender into the Offer such Subject Securities within one (1) NYSE trading day following the date that the Security Holder acquires, receives, obtains or is awarded such Subject Securities. For the avoidance of doubt, the Security Holder shall retain title to the Subject Securities owned (either through record or beneficial ownership) by it until the paying agent retained by Melrose in connection with the Offer (the “Paying Agent”) has received the funds required to purchase all Shares or ADS accepted for payment by Melrose or the Tender Subsidiary, as the case may be, and the Security Holder has received the consideration due and payable by Melrose or the Tender Subsidiary, as the case may be, for the purchase of the Subject Securities owned by the Security Holder.

Irrevocable Agreement to Tender. Subject to Melrose having fully complied with its obligations hereunder and provided that a Superior Offer has not been publicly proposedunder Section 1.1 above up to the dates indicated therein, the each Company Security Holder hereby irrevocably agrees that at least ten (10) New York Stock Exchange (“NYSE”) trading days prior to the first scheduled expiration date of the Offer (the “Tender Date”), such Company Security Holder shall validly tender into the Offer, in accordance with all requirements of the Offer, all of the Subject Securities owned (either through record or beneficial ownership) by the such Company Security Holder on or prior to the first scheduled expiration date of the Offer (the “First Tender Date” and each subsequent expiration date of the Offer, a “Tender Date”), free and clear of all claims, liens, encumbrances and/or security interests of any nature whatsoever. If the any Company Security Holder acquires, receives, obtains or is awarded acquires any Subject Securities after the First Tender Date (including during any extension of the Offer or during any subsequent offering period, if any), the such Company Security Holder shall tender into the Offer such Subject Securities within one (1) NYSE trading day following the date that the such Company Security Holder acquires, receives, obtains or is awarded shall acquire such Subject Securities. For the avoidance of doubt, the each Company Security Holder shall retain title to the Subject Securities owned (either through record or beneficial ownership) by it until the paying agent retained by Melrose in connection with the Offer (the “Paying Agent”) has received the funds required to purchase all Shares or ADS accepted for payment by Melrose or the Tender Subsidiary, as the case may be, be and the Company Security Holder has received the consideration due and payable by Melrose (or the Tender Subsidiary, as the case may be, ) for the purchase of the Subject Securities owned by such Company Security Holder (the Security Holder“Settlement”).