Common use of New Acquisitions pursuant Section 8.2 of the Shareholders Agreement Clause in Contracts

New Acquisitions pursuant Section 8.2 of the Shareholders Agreement. (a) It is hereby further agreed that the acquisition after the date hereof of any and all Interests in a New Acquisition shall be negotiated and carried out by the Company. Without detracting from the foregoing, if, notwithstanding Section 8.2 of the Shareholders Agreement, the Company, acting through its Board of Directors, after reviewing the corresponding proposal for the acquisition of an Interest in a New Acquisition, which shall include a price range (the “Price Range”), fails for any reason attributable to it to acquire the relevant business opportunity, the Group which nominated the Directors who affirmatively voted on such proposal shall have the right, but not the obligation, to acquire the business opportunity as the acquisition of an Interest in a New Acquisition. (b) If the Group which nominated the Directors who voted in favour of the acquisition decides to acquire such Interest in a New Acquisition, an Independent Valuation shall be required as set forth in Sections 1.4 and 1.5 above. (c) If such Group negotiates an acquisition price lower than the Price Range, it must submit such new proposal to the Company and if the Board of Directors does not approve such proposal, said Group will have the right, but not the obligation, to acquire the relevant Interest in the New Acquisition. (d) Immediately after the acquisition of the Interest in the New Acquisition by a Group in accordance with this Section 1.6.2, such Group will start an arbitration procedure in terms of Section 10.2 below in order to determine if the relevant Interest in the New Acquisition is within the Company Growth Principles (as set out in Section 1.2(a) and (b) of the Shareholders Agreement) and, if so determined, the Parties undertake to procure the transfer of the Interest in the New Acquisition to the Company. In the event that the decision of the arbitration tribunal states that the relevant Interest in the New Acquisition is not within the Company Growth Principles as set forth in Section 1.2(a) and (b) of the Shareholders Agreement, such Interest will not be transferred to the Company and the acquiring Group may continue holding such Interest subject to Section 8.1 of the Shareholders Agreement. (e) For accounting purposes, the value of such Interest in the New Acquisition will be determined in accordance with the Generally Accepted Accounting Principles as in force under Netherlands law (“GAAP”) until the moment that the International Accounting Standards (“IAS”) may be applied under Netherlands law, in which case the IAS will be applied, all as effective as at the corresponding Additional Closing.

New Acquisitions pursuant Section 8.2 of the Shareholders Agreement. (a) It is hereby further agreed that the acquisition after the date hereof of any and all Interests in a New Acquisition shall be negotiated and carried out by the Company. Without detracting from the foregoing, if, notwithstanding Section 8.2 of the Shareholders Agreement, the Company, acting through its Board of Directors, after reviewing the corresponding proposal for the acquisition of an Interest in a New Acquisition, which shall include a price range (the “"Price Range”"), fails for any reason attributable to it to acquire the relevant business opportunity, the Group which nominated the Directors who affirmatively voted on such proposal shall have the right, but not the obligation, to acquire the business opportunity as the acquisition of an Interest in a New Acquisition. (b) If the Group which nominated the Directors who voted in favour of the acquisition decides to acquire such Interest in a New Acquisition, an Independent Valuation shall be required as set forth in Sections 1.4 and 1.5 above. (c) If such Group negotiates an acquisition price lower than the Price Range, it must submit such new proposal to the Company and if the Board of Directors does not approve such proposal, said Group will have the right, but not the obligation, to acquire the relevant Interest in the New Acquisition. (d) Immediately after the acquisition of the Interest in the New Acquisition by a Group in accordance with this Section 1.6.2, such Group will start an arbitration procedure in terms of Section 10.2 below in order to determine if the relevant Interest in the New Acquisition is within the Company Growth Principles (as set out in Section 1.2(a) and (b) of the Shareholders Agreement) and, if so determined, the Parties undertake to procure the transfer of the Interest in the New Acquisition to the Company. In the event that the decision of the arbitration tribunal states that the relevant Interest in the New Acquisition is not within the Company Growth Principles as set forth in Section 1.2(a) and (b) of the Shareholders Agreement, such Interest will not be transferred to the Company and the acquiring Group may continue holding such Interest subject to Section 8.1 of the Shareholders Agreement. (e) For accounting purposes, the value of such Interest in the New Acquisition will be determined in accordance with the Generally Accepted Accounting Principles as in force under Netherlands law (“"GAAP”") until the moment that the International Accounting Standards (“"IAS”") may be applied under Netherlands law, in which case the IAS will be applied, all as effective as at the corresponding Additional Closing.