Common use of OF THE SCHEME Clause in Contracts

OF THE SCHEME. 5.1 Where the Transaction is being implemented by way of the Scheme, Bidco undertakes to deliver a notice in writing to GCP on the Business Day prior to the Sanction Hearing, confirming either: 5.1.1 the satisfaction or waiver of the Conditions (other than the Scheme Conditions); or 5.1.2 its intention to invoke one or more Conditions (if permitted by the Panel), and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Bidco reasonably considers entitles it to invoke such Condition or treat it as unsatisfied or incapable of satisfaction, and why Bidco considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s). 5.2 Where the Transaction is being implemented by way of the Scheme, Bidco shall instruct counsel to appear on its behalf at the Sanction Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to Bidco and, to the extent that all the Conditions (other than the Scheme Conditions) have been satisfied or waived prior to or on the date of the Sanction Hearing, Bidco shall provide such documentation or information as may reasonably be required by GCP’s counsel or the Court in relation to such undertaking. 5.3 If the board of Bidco intends to invoke (and the Panel would permit Bidco to so invoke) any of the Conditions, Bidco shall, subject to applicable Law, inform GCP, providing reasonable details as soon as is reasonably practicable.

OF THE SCHEME. 5.1 Where the Transaction is being implemented by way of the Scheme, Bidco undertakes to deliver a notice in writing to GCP Merlin on the Business Day prior to the Sanction Hearing, Hearing confirming either: 5.1.1 the satisfaction or waiver of the Conditions (other than the Scheme Conditions); or 5.1.2 its intention to invoke one or more Conditions (if permitted by the Panel), ) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Bidco reasonably considers entitles it to invoke such Condition or treat it as unsatisfied or incapable of satisfaction, satisfaction and why Bidco considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s). 5.2 Where the Transaction is being implemented by way of the Scheme, Bidco shall instruct counsel to appear on its behalf at the Sanction Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to Bidco and, to the extent that all the Conditions (other than the Scheme Conditions) have been satisfied or waived prior to or on the date of the Sanction Hearing, . Bidco shall provide such documentation or information as may reasonably be required by GCP’s Merlin's counsel or the Court Court, in relation to such undertaking. 5.3 If the board of Bidco intends to invoke (and the Panel would permit Bidco to so invoke) any of the Conditions, Bidco shall, shall (subject to applicable Law, ) inform GCP, Merlin providing reasonable details as soon as is reasonably practicable.

OF THE SCHEME. 5.1 Where the Transaction is being implemented by way of the Scheme, Bidco undertakes to deliver a notice in writing to GCP Aggreko on the Business Day prior to the Sanction Scheme Court Hearing, confirming either: 5.1.1 the satisfaction or waiver of the Conditions (other than the Scheme ConditionsCondition); or 5.1.2 its intention to invoke one or more Conditions (if permitted by the Panel), and providing reasonable details of the event which has occurred, or circumstances which have whichhave arisen, which Bidco reasonably considers entitles it to invoke such Condition or treat it as unsatisfied or incapable of satisfaction, and why Bidco considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s). 5.2 Where the Transaction is being implemented by way of the Scheme, Bidco shall instruct counsel to appear on its behalf at the Sanction Scheme Court Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to Bidco and, and to the extent that all the Conditions (other than the Scheme ConditionsCondition) have been satisfied or waived prior to or on the date of the Sanction Scheme Court Hearing, . Bidco shall provide such documentation or information as may reasonably be required by GCP’s counsel Aggreko , the Court or the Court Reporter in relation to such undertaking. 5.3 If the board of Bidco intends to invoke (and the Panel would permit Bidco to so invoke) any of the Conditions, Bidco shall, subject to applicable Law, inform GCPAggreko, providing reasonable details as soon as is reasonably practicable.

OF THE SCHEME. 5.1 4.1 Where the Transaction is being implemented by way of the Scheme, Bidco undertakes to deliver a notice in writing to GCP Tungsten on the Business Day prior to the Sanction Hearing, confirming either: 5.1.1 4.1.1 the satisfaction or waiver of the Conditions (other than the Scheme Conditions); or 5.1.2 4.1.2 its intention to invoke one or more Conditions (if permitted by the Panel), and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Bidco reasonably considers entitles it to invoke such Condition or treat it as unsatisfied or incapable of satisfaction, and why Bidco considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s). 5.2 4.2 Where the Transaction is being implemented by way of the Scheme, Bidco shall instruct counsel to appear on its behalf at the Sanction Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to Bidco and, and to the extent that all the Conditions (other than the Scheme Conditions) have been satisfied or waived prior to or on the date of the Sanction Hearing, . Bidco shall provide such documentation or information as may reasonably be required by GCPXxxxxxxx’s counsel or the Court in relation to such undertaking. 5.3 4.3 If the board of Bidco intends to invoke (and the Panel would permit Bidco to so invoke) any of the Conditions, Bidco shall, subject to applicable Law, inform GCPXxxxxxxx, providing reasonable details as soon as is reasonably practicable.

OF THE SCHEME. 5.1 6.1 Where the Transaction is being implemented by way of the Scheme, Bidco Cobham undertakes to deliver a notice in writing to GCP Ultra on the Business Day prior to the Sanction Scheme Court Hearing, confirming either: 5.1.1 6.1.1 the satisfaction or waiver of the all Conditions (other than the Scheme ConditionsCondition); or 5.1.2 6.1.2 its intention to invoke one or more Conditions (if permitted by the Panel), and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Bidco Cobham reasonably considers entitles it to invoke each such Condition or treat it as unsatisfied or incapable of satisfaction, and together in each such case, with an explanation as to why Bidco Cobham considers such event or circumstance to be sufficiently of material for significance to it in the context of the Transaction such that the Panel to should permit it to invoke such Condition(s). 5.2 6.2 Where the Transaction is being implemented by way of the Scheme, Bidco Cobham shall instruct counsel to appear on its behalf at the Sanction Scheme Court Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to Bidco Cobham and, to the extent that all the Conditions (other than the Scheme ConditionsCondition) have been satisfied or waived prior to or on the date of the Sanction Scheme Court Hearing, Bidco Cobham shall provide such documentation or information as may reasonably be required by GCP’s counsel or the Court in relation to such undertaking. 5.3 If 6.3 Cobham agrees that if it intends to seek the board permission of Bidco the Panel to invoke a Condition, it will, as far in advance as is reasonably practicable and prior to approaching the Panel, notify Ultra of its intention and provide Ultra with reasonable details of the ground on which it intends to invoke (and the Panel would permit Bidco to so invoke) any of the Conditions, Bidco shall, subject to applicable Law, inform GCP, providing reasonable details as soon as is reasonably practicablerelevant Condition.