Common use of Offer and Acquisition Clause in Contracts

Offer and Acquisition. Without the consent of the Administrative Agent: (i) No Loan Party shall, nor shall it permit its Subsidiaries to, unless required to do so by the Panel, agree to amend, waive, revise, withdraw or agree or decide not to enforce in whole or in part any terms or conditions of the Offer in any respect, except with the consent of the Administrative Agent (acting with the consent or at the direction of the Required Lenders). Notwithstanding the foregoing, it shall constitute a Certain Funds Major Default if, where the Panel requires any of the foregoing measures, the Required Lenders do not consent to any such amendment, waiver, revision, withdrawal or agreement if the effect thereof would be to increase or vary the offer price for the Target Ordinary Shares or the maximum aggregate consideration payable for all the Target Ordinary Shares to which the Offer relates or if the Panel would require a waiver of any of condition (a) (captioned “Acceptance Condition”) (as such acceptance threshold may be reduced to more than 50% of the Target Ordinary Shares as described in the Tender Offer Documents), condition (j) (captioned “Frustrating Actions (within the meaning of Rule 21 of the Irish Takeover Rules)”) as such condition relates to any Announced Transaction Approval and to the extent permitted by the Panel, condition (l) (captioned “European Merger Regulation”), condition (m) (captioned “Irish Competition Act”), condition (n) (captioned “US Xxxx-Xxxxx-Xxxxxx Clearance”) or condition (x)(i) (captioned “No discovery of certain matters regarding information, liabilities and environmental matters”) if the Panel consents to the inclusion of such condition (x)(i) in the Offer Documents, in each case as set forth in Appendix 1 to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcements, other than to the extent that the Panel requires a Loan Party to accept a term or condition on which a decision or determination by the relevant authority is given under the aforesaid conditions (l) or (m), or any decision is made not to enforce any terms or conditions of the Offer notwithstanding the fact that the Borrower or BidCo, as applicable, may be required to do so unless the Borrower and BidCo, as applicable, shall have complied with their obligations under Sections 6.12(h) and 6.12(i)). (ii) BidCo shall not increase the purchase price for the Target Ordinary Shares, or purchase any Target Ordinary Shares at a price above, the price specified in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcements for the Target Ordinary Shares or otherwise amend, modify or supplement the Offer Documents, except to the extent required by the Panel. (iii) No Loan Party shall, nor shall it permit its Subsidiaries to, declare, accept or treat as satisfied any condition of the Offer where it is not actually satisfied or has not been complied with, except to the extent required by the Panel. (iv) BidCo shall not decide or declare that the Offer is unconditional in any respect until it has received acceptances in respect of more than 50% in nominal value of the Target Ordinary Shares to which the Offer relates. (v) BidCo shall not extend the time for acceptance of the Offer to a date later than 28 calendar days after the last date on which the last Compulsory Acquisition Notice (if any) was given by BidCo. (vi) No Loan Party shall, nor shall it permit its Subsidiaries to, unless required by any applicable law or regulation (including the Irish Takeover Rules and the US Securities Laws), the Irish Stock Exchange, the Panel or the SEC (in which event the BidCo and the Borrower shall consult with the Administrative Agent with respect thereto), publish any press release or make any statement or announcement (other than the Initial Tender Offer Announcement, the Subsequent Tender Offer Announcements and any Offer Document) containing any information or statement concerning the Loan Documents, this Agreement, the Refinancing and Funding Agreement, the Bridge Credit Agreement or the Lenders without the prior approval of the Administrative Agent. (vii) BidCo shall not take, and shall cause any Person acting in concert (for the purposes of the Irish Takeover Rules) with it not to take, any action the result of which would be to require it to make a mandatory offer under Rule 9 of the Irish Takeover Rules or to increase or vary the offer price for the Target Ordinary Shares or the maximum aggregate consideration payable for all the Target Ordinary Shares to which the Offer relates, above the level agreed between BidCo and the Administrative Agent from time to time (and BidCo will be deemed to be in breach of this Section 7.12 if any mandatory offer under Rule 9 of the Irish Takeover Rules or increase in or variation of the offer price is required to be made on account of the action or act of BidCo or any party acting in concert with it (for the purposes of the Irish Takeover Rules) or otherwise howsoever the relevant requirement arises, without the consent of the Administrative Agent prior to the date of this Agreement. (viii) No Loan Party shall, nor shall it permit its Subsidiaries to, amend, vary, novate, supplement, supersede, waive or terminate or give any consent under (or agree to do so) any term of the Loan Documents or the Related Documents. (ix) No Loan Party shall, nor shall it permit its Subsidiaries to, (i) except as may result from the making of the Offer or the occurrence of the Unconditional Date by it complying with its obligations under Section 6.12(l), cause or permit any Target Senior Notes to become due and payable before its stated maturity, (ii) except as may result from the making of the Offer or the occurrence of the Unconditional Date by it complying with its obligations under this Section 6.12(l), cause or permit any Swap Contract of a Target Group Member to be terminated or closed-out before its stated maturity or (iii) cause to be repaid or prepaid any Target Senior Notes other than in accordance with Section 6.12(l). (x) No Loan Party shall modify the Contingent Value Rights Documents from the form submitted to the Panel and approved by the Administrative Agent or the Contingent Value Rights described therein, except for amendments required by the Panel and otherwise with the prior written consent of the Administrative Agent.

Offer and Acquisition. Without the consent of the Administrative Agent: (i) No Loan Party shall, nor shall it they permit its Subsidiaries to, unless required to do so by the Panel, agree to amend, waive, revise, withdraw or agree or decide not to enforce in whole or in part any terms or conditions of the Offer in any respect, except with the consent of the Administrative Agent (acting with the consent or at the direction of the Required Lenders). Notwithstanding the foregoing, it shall constitute a Certain Funds Major Default if, where the Panel requires any of the foregoing measures, the Required Lenders do not consent to any such amendment, waiver, revision, withdrawal or agreement if the effect thereof would be to increase or vary the offer price for the Target Ordinary Shares or the maximum aggregate consideration payable for all the Target Ordinary Shares to which the Offer relates or if the Panel would require a waiver of any of condition (a) (captioned “Acceptance Condition”) (as such acceptance threshold may be reduced to more than 50% of the Target Ordinary Shares as described in the Tender Offer Documents), condition (j) (captioned “Frustrating Actions (within the meaning of Rule 21 of the Irish Takeover Rules)”) as such condition relates to any Announced Transaction Approval and to the extent permitted by the Panel, condition (l) (captioned “European Merger Regulation”), condition (m) (captioned “Irish Competition Act”), ) or condition (n) (captioned “US Xxxx-Xxxxx-Xxxxxx Clearance”) or condition (x)(i) (captioned “No discovery of certain matters regarding information, liabilities and environmental matters”) if the Panel consents to the inclusion of such condition (x)(i) in the Offer Documents, in each case as set forth in Appendix 1 to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer AnnouncementsAnnouncement, other than to the extent that the Panel requires a Loan Party to accept a term or condition on which a decision or determination by the relevant authority is given under the aforesaid conditions (l) or (m), or any decision is made not to enforce any terms or conditions of the Offer notwithstanding the fact that the Borrower or BidCo, as applicable, may be required to do so unless the Borrower and BidCo, as applicable, shall have complied with their obligations under Sections 6.12(h) and 6.12(i)). (ii) BidCo shall not increase the purchase price for the Target Ordinary Shares, or purchase any Target Ordinary Shares at a price above, the price specified in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcements for the Target Ordinary Shares or otherwise amend, modify or supplement the Offer Documents, except to the extent required by the Panel. (iii) No Loan Party shall, nor shall it permit its Subsidiaries to, declare, accept or treat as satisfied any condition of the Offer where it is not actually satisfied or has not been complied with, except to the extent required by the Panel. (iv) BidCo shall not decide or declare that the Offer is unconditional in any respect until it has received acceptances in respect of nine-tenths or more than 50% in nominal value of the Target Ordinary Shares to which the Offer relates. (v) BidCo shall not extend the time for acceptance of the Offer to a date later than 28 calendar days after the last date on which the last Compulsory Acquisition Notice (if any) was given by BidCo. (vi) No Loan Party shall, nor shall it permit its Subsidiaries to, unless required by any applicable law or regulation (including the Irish Takeover Rules and the US Securities Laws), the Irish Stock Exchange, the Panel or the SEC (in which event the BidCo and or the Borrower Borrower, as applicable, shall consult with the Administrative Agent with respect thereto), publish any press release or make any statement or announcement (other than the Initial Tender Offer Announcement, the Subsequent Tender Offer Announcements Announcement and any Offer Document) containing any information or statement concerning the Loan Documents, this Agreement, the Refinancing and Funding Agreement, the Bridge RPIFT Credit Agreement or the Lenders without the prior approval of the Administrative Agent. (vii) BidCo shall not take, and shall cause any Person acting in concert (for the purposes of the Irish Takeover Rules) with it not to take, any action the result of which would be to require it to make a mandatory offer under Rule 9 of the Irish Takeover Rules or to increase or vary the offer price for the Target Ordinary Shares or the maximum aggregate consideration payable for all the Target Ordinary Shares to which the Offer relates, above the level agreed between BidCo and the Administrative Agent from time to time (and BidCo will be deemed to be in breach of this Section 7.12 if any mandatory offer under Rule 9 of the Irish Takeover Rules or increase in or variation of the offer price is required to be made on account of the action or act of BidCo or any party acting in concert with it (for the purposes of the Irish Takeover Rules) or otherwise howsoever the relevant requirement arises, without the consent of the Administrative Agent prior to the date of this Agreement. (viii) No Loan Party shall, nor shall it permit its Subsidiaries to, amend, vary, novate, supplement, supersede, waive or terminate or give any consent under (or agree to do so) any term of the Loan Documents or the Related DocumentsDocuments to which it is a party. (ix) No Loan Party shall, nor shall it permit its Subsidiaries to, (iA) except as may result from the making of the Offer or the occurrence of the Unconditional Date by it complying with its obligations under Section 6.12(l), cause or permit any Target Senior Notes to become due and payable before its stated maturity, (iiB) except as may result from the making of the Offer or the occurrence of the Unconditional Date by it complying with its obligations under this Section 6.12(l), cause or permit any Swap Contract of a Target Group Member to be terminated or closed-out before its stated maturity or (iiiC) cause to be repaid or prepaid any Target Senior Notes other than in accordance with Section 6.12(l). (x) No Loan Party shall modify the Contingent Value Rights Documents from the form submitted to the Panel and approved by the Administrative Agent or the Contingent Value Rights described therein, except for amendments required by the Panel and otherwise with the prior written consent of the Administrative Agent.

Offer and Acquisition. Without the consent of the Administrative Agent: (i) No Loan Party shall, nor shall it they permit its Subsidiaries to, unless required to do so by the Panel, agree to amend, waive, revise, withdraw or agree or decide not to enforce in whole or in part any terms or conditions of the Offer in any respect, except with the consent of the Administrative Agent (acting with the consent or at the direction of the Required Lenders). Notwithstanding the foregoing, it shall constitute a Certain Funds Major Default if, where the Panel requires any of the foregoing measures, the Required Lenders do not consent to any such amendment, waiver, revision, withdrawal or agreement if the effect thereof would be to increase or vary the offer price for the Target Ordinary Shares or the maximum aggregate consideration payable for all the Target Ordinary Shares to which the Offer relates or if the Panel would require a waiver of any of condition (a) (captioned “Acceptance Condition”) (as such acceptance threshold may be reduced to more than 50% of the Target Ordinary Shares as described in the Tender Offer Documents), condition (j) (captioned “Frustrating Actions (within the meaning of Rule 21 of the Irish Takeover Rules)”) as such condition relates to any Announced Transaction Approval and to the extent permitted by the Panel, condition (l) (captioned “European Merger Regulation”), condition (m) (captioned “Irish Competition Act”), condition (n) (captioned “US Xxxx-Xxxxx-Xxxxxx Clearance”) or condition (x)(i) (captioned “No discovery of certain matters regarding information, liabilities and environmental matters”) if the Panel consents to the inclusion of such condition (x)(i) in the Offer Documents, in each case as set forth in Appendix 1 to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcements, other than to the extent that the Panel requires a Loan Party to accept a term or condition on which a decision or determination by the relevant authority is given under the aforesaid conditions (l) or (m), or any decision is made not to enforce any terms or conditions of the Offer notwithstanding the fact that the Borrower or BidCo, as applicable, may be required to do so unless the Borrower and BidCo, as applicable, shall have complied with their obligations under Sections 6.12(h) and 6.12(i)). (ii) BidCo shall not increase the purchase price for the Target Ordinary Shares, or purchase any Target Ordinary Shares at a price above, the price specified in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcements for the Target Ordinary Shares or otherwise amend, modify or supplement the Offer Documents, except to the extent required by the Panel. (iii) No Loan Party shall, nor shall it permit its Subsidiaries to, declare, accept or treat as satisfied any condition of the Offer where it is not actually satisfied or has not been complied with, except to the extent required by the Panel. (iv) BidCo shall not decide or declare that the Offer is unconditional in any respect until it has received acceptances in respect of more than 50% in nominal value of the Target Ordinary Shares to which the Offer relates. (v) BidCo shall not extend the time for acceptance of the Offer to a date later than 28 calendar days after the last date on which the last Compulsory Acquisition Notice (if any) was given by BidCo. (vi) No Loan Party shall, nor shall it permit its Subsidiaries to, unless required by any applicable law or regulation (including the Irish Takeover Rules and the US Securities Laws), the Irish Stock Exchange, the Panel or the SEC (in which event the BidCo and or the Borrower Borrower, as applicable, shall consult with the Administrative Agent with respect thereto), publish any press release or make any statement or announcement (other than the Initial Tender Offer Announcement, the Subsequent Tender Offer Announcements and any Offer Document) containing any information or statement concerning the Loan Documents, this Agreement, the Refinancing and Funding Agreement, the Bridge RPIFT Credit Agreement or the Lenders without the prior approval of the Administrative Agent. (vii) BidCo shall not take, and shall cause any Person acting in concert (for the purposes of the Irish Takeover Rules) with it not to take, any action the result of which would be to require it to make a mandatory offer under Rule 9 of the Irish Takeover Rules or to increase or vary the offer price for the Target Ordinary Shares or the maximum aggregate consideration payable for all the Target Ordinary Shares to which the Offer relates, above the level agreed between BidCo and the Administrative Agent from time to time (and BidCo will be deemed to be in breach of this Section 7.12 if any mandatory offer under Rule 9 of the Irish Takeover Rules or increase in or variation of the offer price is required to be made on account of the action or act of BidCo or any party acting in concert with it (for the purposes of the Irish Takeover Rules) or otherwise howsoever the relevant requirement arises, without the consent of the Administrative Agent prior to the date of this Agreement. (viii) No Loan Party shall, nor shall it permit its Subsidiaries to, amend, vary, novate, supplement, supersede, waive or terminate or give any consent under (or agree to do so) any term of the Loan Documents or the Related DocumentsDocuments to which it is a party. (ix) No Loan Party shall, nor shall it permit its Subsidiaries to, (iA) except as may result from the making of the Offer or the occurrence of the Unconditional Date by it complying with its obligations under Section 6.12(l), cause or permit any Target Senior Notes to become due and payable before its stated maturity, (iiB) except as may result from the making of the Offer or the occurrence of the Unconditional Date by it complying with its obligations under this Section 6.12(l), cause or permit any Swap Contract of a Target Group Member to be terminated or closed-out before its stated maturity or (iiiC) cause to be repaid or prepaid any Target Senior Notes other than in accordance with Section 6.12(l). (x) No Loan Party shall modify the Contingent Value Rights Documents from the form submitted to the Panel and approved by the Administrative Agent or the Contingent Value Rights described therein, except for amendments required by the Panel and otherwise with the prior written consent of the Administrative Agent.

Offer and Acquisition. Without the consent of the Administrative Agent: (i) No Loan Party shall, nor shall it they permit its Subsidiaries to, unless required to do so by the Panel, agree to amend, waive, revise, withdraw or agree or decide not to enforce in whole or in part any terms or conditions of the Offer in any respect, except with the consent of the Administrative Agent (acting with the consent or at the direction of the Required Lenders). Notwithstanding the foregoing, it shall constitute a Certain Funds Major Default if, where the Panel requires any of the foregoing measures, the Required Lenders do not consent to any such amendment, waiver, revision, withdrawal or agreement if the effect thereof would be to increase or vary the offer price for the Target Ordinary Shares or the maximum aggregate consideration payable for all the Target Ordinary Shares to which the Offer relates or if the Panel would require a waiver of any of condition (a) (captioned “Acceptance Condition”) (as such acceptance threshold may be reduced to more than 50% of the Target Ordinary Shares as described in the Tender Offer Documents), condition (j) (captioned “Frustrating Actions (within the meaning of Rule 21 of the Irish Takeover Rules)”) as such condition relates to any Announced Transaction Approval and to the extent permitted by the Panel, condition (l) (captioned “European Merger Regulation”), condition (m) (captioned “Irish Competition Act”), condition (n) (captioned “US XxxxHxxx-Xxxxx-Xxxxxx Clearance”) or condition (x)(i) (captioned “No discovery of certain matters regarding information, liabilities and environmental matters”) if the Panel consents to the inclusion of such condition (x)(i) in the Offer Documents, in each case as set forth in Appendix 1 to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer AnnouncementsAnnouncement, other than to the extent that the Panel requires a Loan Party to accept a term or condition on which a decision or determination by the relevant authority is given under the aforesaid conditions (l) or (m), or any decision is made not to enforce any terms or conditions of the Offer notwithstanding the fact that the Borrower or BidCo, as applicable, may be required to do so unless the Borrower and BidCo, as applicable, shall have complied with their obligations under Sections 6.12(h) and 6.12(i)). (ii) BidCo shall not increase the purchase price for the Target Ordinary Shares, or purchase any Target Ordinary Shares at a price above, the price specified in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcements Announcement for the Target Ordinary Shares or otherwise amend, modify or supplement the Offer Documents, except to the extent required by the Panel. (iii) No Loan Party shall, nor shall it permit its Subsidiaries to, declare, accept or treat as satisfied any condition of the Offer where it is not actually satisfied or has not been complied with, except to the extent required by the Panel. (iv) BidCo shall not decide or declare that the Offer is unconditional in any respect until it has received acceptances in respect of more than 50% in nominal value of the Target Ordinary Shares to which the Offer relates. (v) BidCo shall not extend the time for acceptance of the Offer to a date later than 28 calendar days after the last date on which the last Compulsory Acquisition Notice (if any) was given by BidCo. (vi) No Loan Party shall, nor shall it permit its Subsidiaries to, unless required by any applicable law or regulation (including the Irish Takeover Rules and the US Securities Laws), the Irish Stock Exchange, the Panel or the SEC (in which event the BidCo and or the Borrower Borrower, as applicable, shall consult with the Administrative Agent with respect thereto), publish any press release or make any statement or announcement (other than the Initial Tender Offer Announcement, the Subsequent Tender Offer Announcements Announcement and any Offer Document) containing any information or statement concerning the Loan Documents, this Agreement, the Refinancing and Funding Agreement, the Bridge RPIFT Credit Agreement or the Lenders without the prior approval of the Administrative Agent. (vii) BidCo shall not take, and shall cause any Person acting in concert (for the purposes of the Irish Takeover Rules) with it not to take, any action the result of which would be to require it to make a mandatory offer under Rule 9 of the Irish Takeover Rules or to increase or vary the offer price for the Target Ordinary Shares or the maximum aggregate consideration payable for all the Target Ordinary Shares to which the Offer relates, above the level agreed between BidCo and the Administrative Agent from time to time (and BidCo will be deemed to be in breach of this Section 7.12 if any mandatory offer under Rule 9 of the Irish Takeover Rules or increase in or variation of the offer price is required to be made on account of the action or act of BidCo or any party acting in concert with it (for the purposes of the Irish Takeover Rules) or otherwise howsoever the relevant requirement arises, without the consent of the Administrative Agent prior to the date of this Agreement. (viii) No Loan Party shall, nor shall it permit its Subsidiaries to, amend, vary, novate, supplement, supersede, waive or terminate or give any consent under (or agree to do so) any term of the Loan Documents or the Related DocumentsDocuments to which it is a party. (ix) No Loan Party shall, nor shall it permit its Subsidiaries to, (iA) except as may result from the making of the Offer or the occurrence of the Unconditional Date by it complying with its obligations under Section 6.12(l), cause or permit any Target Senior Notes to become due and payable before its stated maturity, (iiB) except as may result from the making of the Offer or the occurrence of the Unconditional Date by it complying with its obligations under this Section 6.12(l), cause or permit any Swap Contract of a Target Group Member to be terminated or closed-out before its stated maturity or (iiiC) cause to be repaid or prepaid any Target Senior Notes other than in accordance with Section 6.12(l). (x) No Loan Party shall modify the Contingent Value Rights Documents from the form submitted to the Panel and approved by the Administrative Agent or the Contingent Value Rights described therein, except for amendments required by the Panel and otherwise with the prior written consent of the Administrative Agent.