IRREVOCABLE UNDERTAKING. In accordance with and subject to the terms and conditions to be set out in the Announcement, each of the Covenantors irrevocably and unconditionally undertakes that it shall:
(a) accept, or procure to accept, the Share Offer in respect of the IU Shares by 1.00 p.m. on the third (3rd) business day after the Despatch Date in accordance with the procedure for acceptance set out in the Offer Document, and in the case of the Shares acquired after the Despatch Date, within two business days after such acquisition;
(b) not, or procure not to, withdraw any acceptance of the Share Offer in respect of the Relevant Shares or any of them and procure that no rights to withdraw any acceptance in respect of such Shares are exercised;
(c) exercise (or procure the exercise of) the voting rights attached to the Relevant Shares on any resolution which would assist the implementation of the Offers in accordance with the Offeror’s reasonable instructions;
(d) exercise, or procure the exercise of, all voting rights attached to the Relevant Shares, either in person or via a validly appointed proxy, to vote in favour of all resolutions reasonably necessary or desirable to approve or otherwise ensure the success of the Offers and related matters proposed at any general meeting of the Company, or at any adjournment of any such meeting and, unless the Offeror directs otherwise, against any resolution or proposal which (i) might prevent or delay implementation of the Offers, or (ii) purports to approve or give effect to a proposal by a Person other than the Offeror, to acquire (or have issued to it) any Shares (whether by way of offer, scheme of arrangement or otherwise) or any material assets of the Company or to privatise or delist the Company, and ensure that any such executed forms of proxy are received by the Company’s registrars not later than the deadline(s) for receipt of proxies by the registrars for such general meeting;
(e) not, or procure not to, revoke or withdraw the terms of any proxy submitted in accordance with Clause 2(d) above or submit any new form of proxy or other voting instructions, either in writing or by attendance at any general meeting of the Company or otherwise; and
(f) with respect to Berkeley Asset only, (i) accept or procure to accept the CB Offer in respect of the IU Convertible Bonds by 1.00 p.m. on the third (3rd) business day after the Despatch Date in accordance with the procedure for acceptance set out in the Offer Document;
IRREVOCABLE UNDERTAKING. The Shareholder irrevocably undertakes to exercise or procure the exercise of the voting rights attached to all of the Offeree Shares (i) to vote in favor of the Scheme at the Court Meeting; and
IRREVOCABLE UNDERTAKING. 2.1 The Obligated Party hereby irrevocably undertakes to accept the Offer, if made, in respect of the Securities within five business days prior to the end of the initial acceptance period of the Offer. The undertaking to accept the Offer shall be irrevocable even if the Offer gives accepting shareholders the right to withdraw acceptances during the acceptance period under the Offer. 1 SEK 16.50 per share payable in shares of Novavax common stock. Novavax common stock will be valued at the volume-weighted average share price over the 15 trading days prior to announcement. 2 Cashed out at fair market value determined using the Black-Scholes Model. 3 Employee and board member stock options 2012/2016. 4 SEK 8.30 per stock option payable in shares of Novavax common stock, representing the offer price per share (SEK 16.50) reduced by the strike price per share for the stock options (SEK 8.20).
2.2 The validity of the irrevocable undertaking set out herein is conditional upon
a) the Offer being launched by Novavax through a press announcement no later than 10 June 2013; and
b) that no other party, prior to the Offer being declared unconditional, announces a competing public offer to acquire the outstanding shares in Isconova (“Competing Offer”) at a price per share which is at least five (5) per cent higher than the Offer at the date of the announcement of the Competing Offer, and which Novavax decides not to match (i.e. offer a price that at least corresponds to the price in the Competing Offer) within five (5) business days.
2.3 In case Novavax decides to pursue the Offer, the Offer will be publicly announced by way of a press announcement in accordance with the Rules. Novavax’s obligation to complete the Offer will be subject to customary conditions, including a 90 percent acceptance level on a fully diluted basis (including all issued and outstanding stock options) which may be waived by Novavax.
2.4 The Obligated Party hereby irrevocably undertakes, subject to the conditions set out in Section 2.2, from the date of this Agreement
(a) not to sell, transfer, encumber, grant any option or other right over or otherwise deal with or dispose of any or all of the Securities or any interest in any or all of the Securities, whether directly or indirectly, other than pursuant to the Offer;
(b) not to accept (conditionally or unconditionally) any other offer in respect of any or all of the Securities, by whatever means it is to be implemented;
(c) not to solicit or en...
IRREVOCABLE UNDERTAKING. Upon the date hereof, the Company and Mr. Avitbul shall enter into irrevocable undertaking in the form attached as Schedule 6 hereto.
IRREVOCABLE UNDERTAKING. In order to induce Beneficiaries to enter into the Note Documents and the Transaction Documents to which each is a party and in recognition of the commitment of Equity Obligor to Beneficiaries to fund, either directly or indirectly and together with the Parent Entities, not less than $25,000,000 to PA Xxxxxxx, Equity Obligor irrevocably agrees to pay the following obligations when the same shall become due and payable hereunder, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due and payable but for the operation of the automatic stay under Section 362(a) of Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor statute (the “Bankruptcy Code”)): any and all unsatisfied indemnification obligations due and payable by PA Xxxxxxx or any of its subsidiaries (collectively, the “PA Xxxxxxx Subsidiaries” (it being understood that a Person is not a “PA Xxxxxxx Subsidiary” at any time it is not a subsidiary of PA Xxxxxxx) and, together with PA Xxxxxxx, the “PA Xxxxxxx Parties”) pursuant to the indemnification terms and conditions of the Note Agreement, the Stock Purchase Agreement or the Racing Services Agreement and any and all unsatisfied obligations due and payable by either Parent Entity as a result of its breach of Section 10.15 of the Note Agreement (all such obligations collectively, the “Equity Commitment Obligations”). In addition to the foregoing, in order to induce Beneficiaries to enter into the Note Documents and the Transaction Documents to which each is a party and in recognition of Equity Obligor’s commitment to Beneficiaries to fund, either directly or indirectly and together with the Parent Entities, not less than $25,000,000 to PA Xxxxxxx, following the occurrence of a Bankruptcy Event, Equity Obligor irrevocably guaranties, as primary obligor and not merely as surety, the due and punctual payment in full of all Obligations (as such term is defined in the Note Agreement) of the PA Xxxxxxx Parties when the same shall become due and payable hereunder, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due and payable but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). For purposes hereof, a “Bankruptcy Event” means any of the following: any PA Xxxxxxx Party (i) commences a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, inso...
