Common use of Offer and Acquisition Clause in Contracts

Offer and Acquisition. (i) Except as otherwise approved by the Refinancing Lenders under (and as defined in) the Refinancing and Funding Agreement on or prior to the Funding Date, (A) not less than 90% in nominal value of the Maximum Target Ordinary Shares Affected (such term having the meaning ascribed to the term “Maximum Elan Shares Affected” in condition (a) (captioned “Acceptance Condition”) in Appendix I to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement) which carry, or if allotted and issued or re-issued from treasury would carry, not less than 90% of the voting rights attaching to the Maximum Target Ordinary Shares Affected shall have been acquired by, or on behalf of, BidCo, and (B) the Offer shall have become or been declared and shall remain unconditional in all respects, as evidenced by a certificate of a Responsible Officer of the Borrower absent any evidence to the contrary. (ii) From and after the effective date of the Refinancing and Funding Agreement, (A) without the consent of the Arrangers, no terms or conditions of the Offer shall have been amended, waived, revised or withdrawn, and BidCo and the Borrower shall not have agreed or decided not to enforce in whole or in part any terms or conditions of the Offer in any respect and shall not have declared, accepted or treated as satisfied any condition of the Offer where it is not actually satisfied or has not been complied with (unless required by the Panel in any such case) and (B) unless required by the Panel, without the consent of the Arrangers, BidCo and the Borrower shall not have agreed to any covenant or undertaking by or on behalf of any of its Affiliates (or, to the knowledge of BidCo or the Borrower, any Target Group Member) to obtain any authorization of any Governmental Authority necessary in connection with the Offer, or agreed to any terms and conditions with any Governmental Authority in order to satisfy any term or condition of the Offer, in each case other than as permitted by this Agreement, the Refinancing and Funding Agreement or the RPIFT Credit Agreement. (iii) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower (A) attaching a copy of the Offer Documents and the other Acquisition Documents and certifying that such documents correspond in all material respects to the terms and conditions set forth in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement, except to the extent otherwise required by the Panel or consented to by the Arrangers, (B) confirming that (except as otherwise approved by the Refinancing Lenders under (and as defined in) the Refinancing and Funding Agreement on or prior to the Funding Date) on the Funding Date, not less than 90% in nominal value of the Maximum Target Ordinary Shares Affected (such term having the meaning ascribed to the term “Maximum Elan Shares Affected” in condition (a) (captioned “Acceptance Condition”) in Appendix I to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement) which carry, or if allotted and issued or re-issued from treasury would carry, not less than 90% of the voting rights attaching to the Maximum Target Ordinary Shares Affected shall have been acquired by, or on behalf of, BidCo, (C) confirming that the Unconditional Date has occurred and attaching a certified copy of the press announcement confirming that the Unconditional Date has occurred and (D) attaching a copy of the certificate sent by the Receiving Agent to BidCo for the purposes of and complying with Rule 10.6 of the Irish Takeover Rules.

Offer and Acquisition. (i) Except as otherwise approved by the Refinancing Lenders under (and as defined in) the Refinancing and Funding Agreement on or prior to the Initial Funding Date, (A) not less more than 9050% in nominal value of the Maximum Target Ordinary Shares Affected (such term having the meaning ascribed to the term “Maximum Elan Shares Affected” in condition (a) (captioned “Acceptance Condition”) in Appendix I to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement) which carry, or if allotted and issued or re-issued from treasury would carry, not less more than 9050% of the voting rights attaching to the Maximum Target Ordinary Shares Affected shall have been acquired by, or on behalf of, BidCo, and (B) the Offer shall have become or been declared and shall remain unconditional in all respects, as evidenced by a certificate of a Responsible Officer of the Borrower absent any evidence to the contrary. (ii) From and after the effective date of the Refinancing and Funding Agreement, (A) without the consent of the Arrangers, no terms or conditions of the Offer shall have been amended, waived, revised or withdrawn, and BidCo and the Borrower shall not have agreed or decided not to enforce in whole or in part any terms or conditions of the Offer in any respect and shall not have declared, accepted or treated as satisfied any condition of the Offer where it is not actually satisfied or has not been complied with (unless required by the Panel in any such case) and (B) unless required by the Panel, without the consent of the Arrangers, BidCo and the Borrower shall not have agreed to any covenant or undertaking by or on behalf of any of its Affiliates (or, to the knowledge of BidCo or the Borrower, any Target Group Member) to obtain any authorization of any Governmental Authority necessary in connection with the Offer, or agreed to any terms and conditions with any Governmental Authority in order to satisfy any term or condition of the Offer, in each case other than as permitted by this Agreement, the Refinancing and Funding Agreement or the RPIFT Credit Agreement. (iii) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower (A) attaching a copy of the Offer Documents and the other Acquisition Documents and certifying that such documents correspond in all material respects to the terms and conditions set forth in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement, except to the extent otherwise required by the Panel or consented to by the Arrangers, (B) confirming that (except as otherwise approved by the Refinancing Lenders under (and as defined in) the Refinancing and Funding Agreement on or prior to the Initial Funding Date) on the Initial Funding Date, not less more than 9050% in nominal value of the Maximum Target Ordinary Shares Affected (such term having the meaning ascribed to the term “Maximum Elan Shares Affected” in condition (a) (captioned “Acceptance Condition”) in Appendix I to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement) which carry, or if allotted and issued or re-issued from treasury would carry, not less more than 9050% of the voting rights attaching to the Maximum Target Ordinary Shares Affected shall have been acquired by, or on behalf of, BidCo, (C) confirming that the Unconditional Date has occurred and attaching a certified copy of the press announcement confirming that the Unconditional Date has occurred and (D) attaching a copy of the certificate sent by the Receiving Agent to BidCo for the purposes of and complying with Rule 10.6 of the Irish Takeover Rules.

Offer and Acquisition. (i) Except as otherwise approved by the Refinancing Lenders under (and as defined in) the Refinancing and Funding Agreement on or prior to the Funding Date, (A) not less than 90% in nominal value of the Maximum Target Ordinary Shares Affected (such term having the meaning ascribed to the term “Maximum Elan Shares Affected” in condition (a) (captioned “Acceptance Condition”) ” in Appendix I to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement) which carry, or if allotted and issued or re-issued from treasury would carry, not less than 90% of the voting rights attaching to the Maximum Target Ordinary Shares Affected shall have been acquired by, or on behalf of, BidCo, and (B) the Offer shall have become or been declared and shall remain unconditional in all respects, as evidenced by a certificate of a Responsible Officer of the Borrower absent any evidence to the contrary. (ii) From and after the effective date of the Refinancing and Funding Agreement, (A) without the consent of the Arrangers, no terms or conditions of the Offer shall have been amended, waived, revised or withdrawn, and BidCo and the Borrower shall not have agreed or decided not to enforce in whole or in part any terms or conditions of the Offer in any respect and shall not have declared, accepted or treated as satisfied any condition of the Offer where it is not actually satisfied or has not been complied with (unless required by the Panel in any such case) and (B) unless required by the Panel, without the consent of the Arrangers, BidCo and the Borrower shall not have agreed to any covenant or undertaking by or on behalf of any of its Affiliates (or, to the knowledge of BidCo or the Borrower, any Target Group Member) to obtain any authorization of any Governmental Authority necessary in connection with the Offer, or agreed to any terms and conditions with any Governmental Authority in order to satisfy any term or condition of the Offer, in each case other than as permitted by this Agreement, the Refinancing and Funding Agreement or the RPIFT Bridge Credit Agreement. (iii) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower (A) attaching a copy of the Offer Documents and the other Acquisition Documents and certifying that such documents correspond in all material respects to the terms and conditions set forth in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement, except to the extent otherwise required by the Panel or consented to by the Arrangers, (B) confirming that (except as otherwise approved by the Refinancing Lenders under (and as defined in) the Refinancing and Funding Agreement on or prior to the Funding Date) on the Funding Date, not less than 90% in nominal value of the Maximum Target Ordinary Shares Affected (such term having the meaning ascribed to the term “Maximum Elan Shares Affected” in condition (a) (captioned “Acceptance Condition”) in Appendix I to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement) which carry, or if allotted and issued or re-issued from treasury would carry, not less than 90% of the voting rights attaching to the Maximum Target Ordinary Shares Affected shall have been acquired by, or on behalf of, BidCo, (C) confirming that the Unconditional Date has occurred and attaching a certified copy of the press announcement confirming that the Unconditional Date has occurred and (D) attaching a copy of the certificate sent by the Receiving Agent to BidCo for the purposes of and complying with Rule 10.6 of the Irish Takeover Rules.

Offer and Acquisition. (i) Except as otherwise approved by the Refinancing Lenders under (and as defined in) the Refinancing and Funding Agreement on or prior to the Funding Date, (A) not less more than 9050% in nominal value of the Maximum Target Ordinary Shares Affected (such term having the meaning ascribed to the term “Maximum Elan Shares Affected” in condition (a) (captioned “Acceptance Condition”) ” in Appendix I to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer AnnouncementAnnouncements) which carry, or if allotted and issued or re-issued from treasury would carry, not less more than 9050% of the voting rights attaching to the Maximum Target Ordinary Shares Affected shall have been acquired by, or on behalf of, BidCo, and (B) the Offer shall have become or been declared and shall remain unconditional in all respects, as evidenced by a certificate of a Responsible Officer of the Borrower absent any evidence to the contrary. (ii) From and after the effective date of the Refinancing and Funding Agreement, (A) without the consent of the Arrangers, no terms or conditions of the Offer shall have been amended, waived, revised or withdrawn, and BidCo and the Borrower shall not have agreed or decided not to enforce in whole or in part any terms or conditions of the Offer in any respect and shall not have declared, accepted or treated as satisfied any condition of the Offer where it is not actually satisfied or has not been complied with (unless required by the Panel in any such case) and (B) unless required by the Panel, without the consent of the Arrangers, BidCo and the Borrower shall not have agreed to any covenant or undertaking by or on behalf of any of its Affiliates (or, to the knowledge of BidCo or the Borrower, any Target Group Member) to obtain any authorization of any Governmental Authority necessary in connection with the Offer, or agreed to any terms and conditions with any Governmental Authority in order to satisfy any term or condition of the Offer, in each case other than as permitted by this Agreement, the Refinancing and Funding Agreement or the RPIFT Bridge Credit Agreement. (iii) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower (A) attaching a copy of the Offer Documents and the other Acquisition Documents and certifying that such documents correspond in all material respects to the terms and conditions set forth in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer AnnouncementAnnouncements, except to the extent otherwise required by the Panel or consented to by the Arrangers, (B) confirming that (except as otherwise approved by the Refinancing Lenders under (and as defined in) the Refinancing and Funding Agreement on or prior to the Funding Date) on the Funding Date, not less more than 9050% in nominal value of the Maximum Target Ordinary Shares Affected (such term having the meaning ascribed to the term “Maximum Elan Shares Affected” in condition (a) (captioned “Acceptance Condition”) in Appendix I to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer AnnouncementAnnouncements) which carry, or if allotted and issued or re-issued from treasury would carry, not less more than 9050% of the voting rights attaching to the Maximum Target Ordinary Shares Affected shall have been acquired by, or on behalf of, BidCo, (C) confirming that the Unconditional Date has occurred and attaching a certified copy of the press announcement confirming that the Unconditional Date has occurred and (D) attaching a copy of the certificate sent by the Receiving Agent to BidCo for the purposes of and complying with Rule 10.6 of the Irish Takeover Rules.

Offer and Acquisition. (i) Except as otherwise approved by the Refinancing Lenders under (and as defined in) the Refinancing and Funding Agreement on or prior to the Funding Date, (A) not less than 90% in nominal value of the Maximum Target Ordinary Shares Affected (such term having the meaning ascribed to the term “Maximum Elan Shares Affected” in condition (a) (captioned “Acceptance Condition”) in Appendix I to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement) which carry, or if allotted and issued or re-issued from treasury would carry, not less than 90% of the voting rights attaching to the Maximum Target Ordinary Shares Affected shall have been acquired by, or on behalf of, BidCo, and (B) the Offer shall have become or been declared and shall remain unconditional in all respects, as evidenced by a certificate of a Responsible Officer of the Borrower absent any evidence to the contrary. (ii) From and after the effective date of the Refinancing and Funding Agreement, (A) without the consent of the Arrangers, no terms or conditions of the Offer shall have been amended, waived, revised or withdrawn, and BidCo and the Borrower shall not have agreed or decided not to enforce in whole or in part any terms or conditions of the Offer in any respect and shall not have declared, accepted or treated as satisfied any condition of the Offer where it is not actually satisfied or has not been complied with (unless required by the Panel in any such case) and (B) unless required by the Panel, without the consent of the Arrangers, BidCo and the Borrower shall not have agreed to any covenant or undertaking by or on behalf of any of its Affiliates (or, to the knowledge of BidCo or the Borrower, any Target Group Member) to obtain any authorization of any Governmental Authority necessary in connection with the Offer, or agreed to any terms and conditions with any Governmental Authority in order to satisfy any term or condition of the Offer, in each case other than as permitted by this Agreement, the Refinancing and Funding Agreement or the RPIFT Credit Agreement. (iii) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower (A) attaching a copy of the Offer Documents and the other Acquisition Documents and certifying that such documents correspond in all material respects to the terms and conditions set forth in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement, except to the extent otherwise required by the Panel or consented to by the Arrangers, (B) confirming that (except as otherwise approved by the Refinancing Lenders under (and as defined in) the Refinancing and Funding Agreement on or prior to the Funding Date) on the Funding Date, not less than 90% in nominal value of the Maximum Target Ordinary Shares Affected (such term having the meaning ascribed to the term “Maximum Elan Shares Affected” in condition (a) (captioned “Acceptance Condition”) in Appendix I to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement) which carry, or if allotted and issued or re-issued from treasury would carry, not less than 90% of the voting rights attaching to the Maximum Target Ordinary Shares Affected shall have been acquired by, or on behalf of, BidCo, (C) confirming that the Unconditional Date has occurred and attaching a certified copy of the press announcement confirming that the Unconditional Date has occurred and (D) attaching a copy of the certificate sent by the Receiving Agent to BidCo for the purposes of and complying with Rule 10.6 of the Irish Takeover Rules.

Offer and Acquisition. (i) Except as otherwise approved by the Refinancing Lenders under (and as defined in) the Refinancing and Funding Agreement on or prior to the Funding Date, (A) not less than 90% in nominal value of the Maximum Target Ordinary Shares Affected (such term having the meaning ascribed to the term “Maximum Elan Shares Affected” in condition (a) (captioned “Acceptance Condition”) ” in Appendix I to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement) which carry, or if allotted and issued or re-issued from treasury would carry, not less than 90% of the voting rights attaching to the Maximum Target Ordinary Shares Affected shall have been acquired by, or on behalf of, BidCo, and (B) the Offer shall have become or been declared and shall remain unconditional in all respects, as evidenced by a certificate of a Responsible Officer of the Borrower absent any evidence to the contrary. (ii) From and after the effective date of the Refinancing and Funding Agreement, (A) without the consent of the Arrangers, no terms or conditions of the Offer shall have been amended, waived, revised or withdrawn, and BidCo and the Borrower shall not have agreed or decided not to enforce in whole or in part any terms or conditions of the Offer in any respect and shall not have declared, accepted or treated as satisfied any condition of the Offer where it is not actually satisfied or has not been complied with (unless required by the Panel in any such case) and (B) unless required by the Panel, without the consent of the Arrangers, BidCo and the Borrower shall not have agreed to any covenant or undertaking by or on behalf of any of its Affiliates (or, to the knowledge of BidCo or the Borrower, any Target Group Member) to obtain any authorization of any Governmental Authority necessary in connection with the Offer, or agreed to any terms and conditions with any Governmental Authority in order to satisfy any term or condition of the Offer, in each case other than as permitted by this Agreement, the Refinancing and Funding Agreement or the RPIFT Bridge Credit Agreement. (iii) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower (A) attaching a copy of the Offer Documents and the other Acquisition Documents and certifying that such documents correspond in all material respects to the terms and conditions set forth in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement, except to the extent otherwise required by the Panel or consented to by the Arrangers, (B) confirming that (except as otherwise approved by the Refinancing Lenders under (and as defined in) the Refinancing and Funding Agreement on or prior to the Funding Date) on the Funding Date, not less than 90% in nominal value of the Maximum Target Ordinary Shares Affected (such term having the meaning ascribed to the term “Maximum Elan Shares Affected” in condition (a) (captioned “Acceptance Condition”) in Appendix I to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement) which carry, or if allotted and issued or re-issued from treasury would carry, not less than 90% of the voting rights attaching to the Maximum Target Ordinary Shares Affected shall have been acquired by, or on behalf of, BidCo, (C) confirming that the Unconditional Date has occurred and attaching a certified copy of the press announcement confirming that the Unconditional Date has occurred and (D) attaching a copy of the certificate sent by the Receiving Agent to BidCo for the purposes of and complying with Rule 10.6 of the Irish Takeover Rules.

Offer and Acquisition. (i) Except as otherwise approved by the Refinancing Lenders under (and as defined in) the Refinancing and Funding Agreement on or prior to the Funding Date, (A) not less more than 9050% in nominal value of the Maximum Target Ordinary Shares Affected (such term having the meaning ascribed to the term “Maximum Elan Shares Affected” in condition (a) (captioned “Acceptance Condition”) ” in Appendix I to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement) which carry, or if allotted and issued or re-issued from treasury would carry, not less more than 9050% of the voting rights attaching to the Maximum Target Ordinary Shares Affected shall have been acquired by, or on behalf of, BidCo, and (B) the Offer shall have become or been declared and shall remain unconditional in all respects, as evidenced by a certificate of a Responsible Officer of the Borrower absent any evidence to the contrary. (ii) From and after the effective date of the Refinancing and Funding Agreement, (A) without the consent of the Arrangers, no terms or conditions of the Offer shall have been amended, waived, revised or withdrawn, and BidCo and the Borrower shall not have agreed or decided not to enforce in whole or in part any terms or conditions of the Offer in any respect and shall not have declared, accepted or treated as satisfied any condition of the Offer where it is not actually satisfied or has not been complied with (unless required by the Panel in any such case) and (B) unless required by the Panel, without the consent of the Arrangers, BidCo and the Borrower shall not have agreed to any covenant or undertaking by or on behalf of any of its Affiliates (or, to the knowledge of BidCo or the Borrower, any Target Group Member) to obtain any authorization of any Governmental Authority necessary in connection with the Offer, or agreed to any terms and conditions with any Governmental Authority in order to satisfy any term or condition of the Offer, in each case other than as permitted by this Agreement, the Refinancing and Funding Agreement or the RPIFT Bridge Credit Agreement. (iii) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower (A) attaching a copy of the Offer Documents and the other Acquisition Documents and certifying that such documents correspond in all material respects to the terms and conditions set forth in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement, except to the extent otherwise required by the Panel or consented to by the Arrangers, (B) confirming that (except as otherwise approved by the Refinancing Lenders under (and as defined in) the Refinancing and Funding Agreement on or prior to the Funding Date) on the Funding Date, not less more than 9050% in nominal value of the Maximum Target Ordinary Shares Affected (such term having the meaning ascribed to the term “Maximum Elan Shares Affected” in condition (a) (captioned “Acceptance Condition”) in Appendix I to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement) which carry, or if allotted and issued or re-issued from treasury would carry, not less more than 9050% of the voting rights attaching to the Maximum Target Ordinary Shares Affected shall have been acquired by, or on behalf of, BidCo, (C) confirming that the Unconditional Date has occurred and attaching a certified copy of the press announcement confirming that the Unconditional Date has occurred and (D) attaching a copy of the certificate sent by the Receiving Agent to BidCo for the purposes of and complying with Rule 10.6 of the Irish Takeover Rules.

Offer and Acquisition. (i) Except as otherwise approved by the Refinancing Lenders under (and as defined in) the Refinancing and Funding Agreement on or prior to the Initial Funding Date, (A) not less more than 9050% in nominal value of the Maximum Target Ordinary Shares Affected (such term having the meaning ascribed to the term “Maximum Elan Shares Affected” in condition (a) (captioned “Acceptance Condition”) in Appendix I to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer AnnouncementAnnouncements) which carry, or if allotted and issued or re-issued from treasury would carry, not less more than 9050% of the voting rights attaching to the Maximum Target Ordinary Shares Affected shall have been acquired by, or on behalf of, BidCo, and (B) the Offer shall have become or been declared and shall remain unconditional in all respects, as evidenced by a certificate of a Responsible Officer of the Borrower absent any evidence to the contrary. (ii) From and after the effective date of the Refinancing and Funding Agreement, (A) without the consent of the Arrangers, no terms or conditions of the Offer shall have been amended, waived, revised or withdrawn, and BidCo and the Borrower shall not have agreed or decided not to enforce in whole or in part any terms or conditions of the Offer in any respect and shall not have declared, accepted or treated as satisfied any condition of the Offer where it is not actually satisfied or has not been complied with (unless required by the Panel in any such case) and (B) unless required by the Panel, without the consent of the Arrangers, BidCo and the Borrower shall not have agreed to any covenant or undertaking by or on behalf of any of its Affiliates (or, to the knowledge of BidCo or the Borrower, any Target Group Member) to obtain any authorization of any Governmental Authority necessary in connection with the Offer, or agreed to any terms and conditions with any Governmental Authority in order to satisfy any term or condition of the Offer, in each case other than as permitted by this Agreement, the Refinancing and Funding Agreement or the RPIFT Credit Agreement. (iii) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower (A) attaching a copy of the Offer Documents and the other Acquisition Documents and certifying that such documents correspond in all material respects to the terms and conditions set forth in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer AnnouncementAnnouncements, except to the extent otherwise required by the Panel or consented to by the Arrangers, (B) confirming that (except as otherwise approved by the Refinancing Lenders under (and as defined in) the Refinancing and Funding Agreement on or prior to the Initial Funding Date) on the Initial Funding Date, not less more than 9050% in nominal value of the Maximum Target Ordinary Shares Affected (such term having the meaning ascribed to the term “Maximum Elan Shares Affected” in condition (a) (captioned “Acceptance Condition”) in Appendix I to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer AnnouncementAnnouncements) which carry, or if allotted and issued or re-issued from treasury would carry, not less more than 9050% of the voting rights attaching to the Maximum Target Ordinary Shares Affected shall have been acquired by, or on behalf of, BidCo, (C) confirming that the Unconditional Date has occurred and attaching a certified copy of the press announcement confirming that the Unconditional Date has occurred and (D) attaching a copy of the certificate sent by the Receiving Agent to BidCo for the purposes of and complying with Rule 10.6 of the Irish Takeover Rules.