Common use of Scheme and Offer Clause in Contracts

Scheme and Offer. On or before the Target Acquisition Funding Date, the Company will not (and will procure that each Affiliate of the Company and Bidco will not): (a) except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld or delayed), increase, or announce an increase in, the price per share at which the Scheme or Offer (as the case may be) is proposed (and procure that no Person acting in concert (as defined by the Panel and the City Code) and controlled by any Affiliate of the Company, knowingly takes an action requiring an increase in such price), or otherwise increase the acquisition consideration or otherwise increase the acquisition consideration unless such increase is funded solely from an additional equity contribution from Bidco or other indebtedness permitted to be incurred under the terms of this Agreement; (b) except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld or delayed), amend, vary, waive or otherwise modify the terms and conditions of the Offer or Scheme set out in the relevant Press Release or Acquisition Document (save as contemplated by (a) above), or treat as satisfied any condition, the satisfaction of which involves an assessment regarding the acceptability or otherwise to Bidco of conditions imposed by any regulatory body, in each case except to the extent required by the Panel, the court or any other applicable law, regulation or regulatory body; (c) at any time (including following the Target Acquisition Funding Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Loan Parties) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent or unless required to do so by the City Code or the Panel, the court, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (d) become obliged, or permit any Person acting in concert (as defined by the Panel and the City Code) with any of them and controlled by an Affiliate of the Company to become obliged, to make an offer to the shareholders of the Company under Rule 9 of the City Code; (e) deliver more than one Conversion Notice to the Administrative Agent; and (f) in the case of an Offer, declare the Offer unconditional as to acceptances until the Acceptance Condition has been satisfied.

Scheme and Offer. On The Borrower and Bidco agree that on or before the Target Acquisition Funding Closing Date, each of the Company Borrower and Bidco will not (and will procure that each Affiliate of the Company Borrower and Bidco will not): (a) except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld or delayed), increase, or announce an increase in, the price per share at which the Scheme or Offer (as the case may be) is proposed (and procure that no Person acting in concert (as defined by the Panel and the City Code) and controlled by any Affiliate of the CompanyBorrower, knowingly takes an action requiring an increase in such price), or otherwise increase the acquisition consideration or otherwise increase the acquisition consideration unless such increase is funded solely from an additional equity contribution from Bidco or other indebtedness permitted to be incurred under the terms of this Agreement; (b) except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld or delayed), amend, vary, waive or otherwise modify the terms and conditions of the Offer or Scheme set out in the relevant Press Release or Acquisition Document (save as contemplated by (a) above), or treat as satisfied any condition, the satisfaction of which involves an assessment regarding the acceptability or otherwise to Bidco of conditions imposed by any regulatory body, in each case except to the extent required by the Panel, the court or any other applicable law, regulation or regulatory body; (c) at any time (including following the Target Acquisition Funding Closing Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Loan Parties) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent or unless required to do so by the City Code or the Panel, the court, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (d) become obliged, or permit any Person acting in concert (as defined by the Panel and the City Code) with any of them and controlled by an Affiliate of the Company Borrower to become obliged, to make an offer to the shareholders of the Company Borrower under Rule 9 of the City Code;; #89114709v24 (e) deliver more than one Conversion Notice to the Administrative Agent; and (f) in the case of an Offer, declare the Offer unconditional as to acceptances until the Acceptance Condition has been satisfied.

Scheme and Offer. On or before the Target Acquisition Funding Date, the Company will not (and will procure that each Affiliate of the Company and Bidco will not): (a) except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld or delayed), increase, or announce an increase in, the price per share at which the Scheme or Offer (as the case may be) is proposed (and procure that no Person acting in concert (as defined by the Panel and the City Code) and controlled by any Affiliate of the Company, knowingly takes an action requiring an increase in such price), or otherwise increase the acquisition consideration or otherwise increase the acquisition consideration unless such increase is funded solely from an additional equity contribution from Bidco or other indebtedness permitted to be incurred under the terms of this Agreement; (b) except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld or delayed), amend, vary, waive or otherwise modify the terms and conditions of the Offer or Scheme set out in the relevant Press Release or Acquisition Document (save as contemplated by (a) above), or treat as satisfied any condition, the satisfaction of which involves an assessment regarding the acceptability or otherwise to Bidco of conditions imposed by any regulatory body, in each case except to the extent required by the Panel, the court or any other applicable law, regulation or regulatory body; (c) at any time (including following the Target Acquisition Funding Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition #89182136v12 100 Document) concerning this Agreement or the parties to this Agreement (other than the Loan Parties) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent or unless required to do so by the City Code or the Panel, the court, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (d) become obliged, or permit any Person acting in concert (as defined by the Panel and the City Code) with any of them and controlled by an Affiliate of the Company to become obliged, to make an offer to the shareholders of the Company under Rule 9 of the City Code; (e) deliver more than one Conversion Notice to the Administrative Agent; and (f) in the case of an Offer, declare the Offer unconditional as to acceptances until the Acceptance Condition has been satisfied.

Scheme and Offer. On or before the Target Acquisition Funding Closing Date, the Company will not (and will procure that each Affiliate of the Company and Bidco will not): (a) except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld or delayed), increase, or announce an increase in, the price per share at which the Scheme or Offer (as the case may be) is proposed (and procure that no Person acting in concert (as defined by the Panel and the City Code) and controlled by any Affiliate of the Company, knowingly takes an action requiring an increase in such price), or otherwise increase the acquisition consideration or otherwise increase the acquisition consideration unless such increase is funded solely from an additional equity contribution from Bidco or other indebtedness permitted to be incurred under the terms of this Agreement; (b) except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld or delayed), amend, vary, waive or otherwise modify the terms and conditions of the Offer or Scheme set out in the relevant Press Release or Acquisition Document (save as contemplated by (a) above), or treat as satisfied any condition, the satisfaction of which involves an assessment regarding the acceptability or otherwise to Bidco of conditions imposed by any regulatory body, in each case except to the extent required by the Panel, the court or any other applicable law, regulation or regulatory body; (c) at any time (including following the Target Acquisition Funding Closing Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Loan Parties) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent or unless required to do so by the City Code or the Panel, the court, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (d) become obliged, or permit any Person acting in concert (as defined by the Panel and the City Code) with any of them and controlled by an Affiliate of the Company to become obliged, to make an offer to the shareholders of the Company under Rule 9 of the City Code; (e) deliver more than one Conversion Notice to the Administrative Agent; and (f) in the case of an Offer, declare the Offer unconditional as to acceptances until the Acceptance Condition has been satisfied.

Scheme and Offer. On 19.14.1 Each Obligor shall ensure that: (A) in the case of the Scheme to be initially proposed (or before the Target Acquisition Funding Dateany subsequent Scheme after an Election), the Company relevant Scheme Document contains all the terms and conditions of such Scheme as at the date on which they were published; and (B) in the case of an Offer, the Offer Document contain all the terms and conditions of the Offer as at the date on which they were published. 19.14.2 Each Obligor shall ensure the Offerors will not amend, vary or treat as satisfied in whole or in part, any term or condition relating to the Acquisition as set out in the Scheme Document or the Offer Document (and will procure that each Affiliate as applicable) in a manner which would reasonably be expected to be materially prejudicial to the interests of the Company and Bidco will not):Finance Parties taken as a whole, other than any amendment or waiver: (aA) except as consented to by made with the Administrative prior written consent of the Facility Agent (acting on the instructions of the Majority Banks, such consent, in writing (such consent each case, not to be unreasonably withheld or delayed); (B) required or requested by the Panel or the Court Order, or reasonably determined by the Offerors as being necessary or desirable to comply with the requirements or requests (as applicable) of the City Code, the Panel or the Court Order or any other relevant regulatory body or applicable law or regulation; (C) for increase, decrease or announce any other adjustment to or change in the purchase price (or other consideration), or in the nature or manner in which any purchase consideration (or other consideration) is paid or to be paid, in each case in connection with the Acquisition; (D) to change the timing of the Acquisition, including by way of any reduction or extension to the actual or anticipated Scheme Effective Date, Unconditional Date, Offer Period, closing date or completion date (howsoever described) of the Acquisition (including by reason of the adjournment of any meeting or court hearing), provided that, for the avoidance of doubt, any extension of the periods described in the definition of "Certain Funds Period" in Clause 1.1 (Definitions) shall be made in accordance with Clause 29 (Amendments and Waivers); (E) which constitutes a switch or other change in relation to the Acquisition from being effected by way of an increase inOffer to a Scheme or from a Scheme to an Offer; (F) in the case of an Offer, for changing the price per share at acceptance condition; (G) which relates to a condition which the Offeror reasonably considers that it would not be entitled, in accordance with Rule 13.5(a) of the Takeover Code, to invoke so as to cause the Acquisition not to proceed, to lapse or to be withdrawn; or (H) contemplated by, or otherwise permitted under the terms of this Agreement or any other Finance Documents, provided that it is acknowledged and agreed that paragraphs (A) to (G) above shall not, in any such case, be regarded as being an amendment or waiver which would reasonably be expected to be materially prejudicial to the interests of a Finance Party taken as a whole. 19.14.3 Each Obligor shall ensure the Offerors will comply with all laws and regulations applicable to a Scheme or Offer (as the case may beapplicable) is proposed (and procure that no Person acting in concert (as defined by the Panel and including, without limitation, the City Code) and controlled by , save to the extent that the Panel has given its consent in respect of any Affiliate of the Company, knowingly takes an action requiring an increase in such price), relevant failure to comply or otherwise increase the acquisition consideration or otherwise increase the acquisition consideration unless such increase is funded solely from an additional equity contribution from Bidco or other indebtedness permitted to be incurred under the terms of this Agreement; (b) except save as consented to required by the Administrative Agent in writing (such consent not to be unreasonably withheld or delayedCourt Order), amend, vary, waive or otherwise modify the terms and conditions of the Offer or Scheme set out in the relevant Press Release or Acquisition Document (save as contemplated by (a) above), or treat as satisfied any condition, the satisfaction of which involves an assessment regarding the acceptability or otherwise to Bidco of conditions imposed by any regulatory body, in each case except where failure to comply would reasonably be expected to be materially prejudicial to the extent interests of the Finance Parties taken as a whole. 19.14.4 Save as required by the Panel, the court Court Order or any other applicable law, regulation or regulatory body; , or as otherwise reasonably determined by the Company as being necessary or desirable to comply with the requirements or requests (cas applicable) at of the City Code, Panel or the Court Order or any time (including following other relevant regulatory body or applicable law or regulation, the Target Acquisition Funding Date) Obligors shall ensure the Offerors shall not prior to the end of the Offer Period make any public announcement press release or other public statement (other than in respect of the relevant Press Release or Acquisition Document) concerning this Agreement which refers to the Facility, any Finance Document or the parties Finance Parties or any of them (in such capacity) which would be materially prejudicial to this Agreement the interests of the Banks taken as a whole (other than the Loan PartiesScheme Press Release, the Offer Press Release, any Scheme Document or any Offer Document), without (to the extent permitted by law or regulation) in connection with first obtaining the financing prior approval of the Target Acquisition without Facility Agent (acting on the prior written consent instructions of the Administrative Agent or unless required to do so Majority Banks), with such approval by the City Code Facility Agent and Banks (as appropriate) not to be unreasonably withheld or delayed. If an Offeror does become so required, the Company shall notify the Facility Agent as soon as practicable (and to the extent that it does not prejudice any Borrower's ability to comply with such requirement), upon becoming aware of the requirement. For the avoidance of doubt, this paragraph shall not restrict the Obligors and the Offerors from making any disclosure that is required or customary in relation to the Finance Documents or the Panelidentity of the Finance Parties in any Offer Document, any Scheme Document or making any filings as required by law or its auditors or in its audited financial statements. 19.14.5 Subject to any confidentiality, regulatory or legal restrictions relating to the supply of such information, the court, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority;Company shall: (dA) become obligeduse its reasonable endeavours to keep the Facility Agent informed of the status, progress and material developments with respect to the Scheme to be initially proposed or, after any Election, the Offer or permit any Person acting in concert the Scheme (as defined the case may be) and any compulsory acquisition procedures initiated under Sections 979 to 989 of the Companies Act 2006 (including without limitation, if a Scheme or Offer lapses or is withdrawn and, in the case of an Offer only, reasonable details as to the current level of acceptances); and (B) supply to the Facility Agent a copy of each Scheme Document (to the extent available to it), each Offer Document and each other material document, notice or announcement received or issued by an Offeror in relation to the Panel and the City Code) with Acquisition as soon as practicable after its finalisation or receipt (as applicable). 19.14.6 The Obligors shall ensure that no action is taken by any Obligor or any Offeror which would require any of them and controlled by an Affiliate of the Company to become obliged, to make an a mandatory offer to the shareholders of the Company Target under Rule 9 of the City Code; (e) deliver more than one Conversion Notice to the Administrative Agent; and (f) in the case of an Offer, declare the Offer unconditional as to acceptances until the Acceptance Condition has been satisfied.

Scheme and Offer. On The Borrower and Bidco agree that on or before the Target Acquisition Funding Closing Date, each of the Company Borrower and Bidco will not (and will procure that each Affiliate of the Company Borrower and Bidco will not): (a) except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld or delayed), increase, or announce an increase in, the price per share at which the Scheme or Offer (as the case may be) is proposed (and procure that no Person acting in concert (as defined by the Panel and the City Code) and controlled by any Affiliate of the CompanyBorrower, knowingly takes an action requiring an increase in such price), or otherwise increase the acquisition consideration or otherwise increase the acquisition consideration unless such increase is funded solely from an additional equity contribution from Bidco or other indebtedness permitted to be incurred under the terms of this Agreement; (b) except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld or delayed), amend, vary, waive or otherwise modify the terms and conditions of the Offer or Scheme set out in the relevant Press Release or Acquisition Document (save as contemplated by (a) above), or treat as satisfied any condition, the satisfaction of which involves an assessment regarding the acceptability or otherwise to Bidco of conditions imposed by any regulatory body, in each case except to the extent required by the Panel, the court or any other applicable law, regulation or regulatory body; (c) at any time (including following the Target Acquisition Funding Closing Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Loan Parties) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent or unless required to do so by the City Code or the Panel, the court, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (d) become obliged, or permit any Person acting in concert (as defined by the Panel and the City Code) with any of them and controlled by an Affiliate of the Company to become obliged, to make an offer to the shareholders of the Company under Rule 9 of the City Code; (e) deliver more than one Conversion Notice to the Administrative Agent; and (f) in the case of an Offer, declare the Offer unconditional as to acceptances until the Acceptance Condition has been satisfied.