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.

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.

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.

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.

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.

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.