Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted.
(b) If Aon elects to implement the Acquisition by way of the Takeover Offer, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives.
(c) If Aon elects to implement the Acquisition by way of a Takeover Offer, WTW agrees:
(i) that the Takeover Offer Document will contain provisions consistent with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon and the Panel; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement);
(ii) to reasonably co-operate and consult with Aon in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and
(iii) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders from the WTW Bo...
Switching to a Takeover Offer. 6.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, Take-Two shall be entitled, with the consent of the Panel, to implement the Acquisition by way of the Takeover Offer rather than the Scheme (such election being a “Switch”) only if:
(a) Codemasters provides its prior written consent (an “Agreed Switch”), in which case clause 6.2 shall apply; or
Switching to a Takeover Offer. 6.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, Xxxxxx shall be entitled, with the consent of the Panel, to implement the Acquisition by way of the Takeover Offer rather than the Scheme (such election being a Switch) if (but only if):
(a) Spire provides its prior written consent;
(b) a third party announces a firm intention to make an offer for the issued and to be issued ordinary share capital of Spire which is recommended by the Spire Board;
(c) the Spire Board:
(i) withdraws, qualifies or adversely modifies the Spire Board Recommendation;
(ii) does not include the Spire Board Recommendation in the Scheme Document (or, if different, any other document convening the Court Meeting or Spire General Meeting);
(iii) prior to the publication of the Scheme Document (or, if different, any other document convening the Court Meeting or Spire General Meeting), withdraws, qualifies or adversely modifies its intention to make the Spire Board Recommendation in any such document, including making any public statement to such effect; or
(iv) the Court Meeting and/or the Spire General Meeting are or is not held on or before the 22nd day after the expected date of such meetings as set out in the Scheme Document (or, if different, the document(s) convening the Court Meeting and/or Spire General Meeting (as applicable), including, where delayed pursuant to clause 6.1(c)(iv)(A), the supplementary circular) (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) or either or both of the Court Meeting and/or the Spire General Meeting (as applicable) is adjourned, unless:
(A) a supplementary circular is required to be published in connection with the Scheme, and, as a result, the Court Meeting and the Spire General Meeting cannot be held by such date in compliance with the Code and other Law, provided that Spire has used all reasonable endeavours to publish the supplementary circular as soon as reasonably practicable after the date on which the requirement to publish a supplementary circular arises; or
(B) Xxxxxx has committed a breach of clause 4 and such breach has caused the delay; or
(C) Xxxxxx announces, as referred to in paragraph 1 of Part B of Appendix 1 to the Announcement, that it has waived the relevant deadline, in which case the provisions of clause 6.1(c)(iv) shall apply to the new deadline referred to in ...
Switching to a Takeover Offer. 7.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, Taptica shall be entitled, with the consent of the Panel, to implement the Acquisition by way of the Takeover Offer rather than the Scheme (such election being a “Switch”) if:
(a) RhythmOne provides its prior written consent (an “Agreed Switch”);
(b) a Competing Proposal is announced in accordance with Rule 2.7 of the Code which is recommended in whole or in part by the RhythmOne Directors; or
(c) the RhythmOne Board withdraws, adversely modifies or adversely quantifies the RhythmOne Board Recommendation.
7.2 In the event of any Agreed Switch, unless otherwise agreed with RhythmOne or as required by the Panel:
(a) the Acceptance Condition shall be set at 90 per cent. (or as Taptica may decide) of the RhythmOne Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between the parties in writing after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent of the RhythmOne Shares);
(b) the Takeover Offer shall be on substantially the same or more favourable terms and conditions as the Scheme (other than with respect to the Acceptance Condition), subject only to appropriate amendments to reflect the switch to a Takeover Offer;
(c) Taptica shall not take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the Acceptance Condition prior to the earlier of (i) the 60th day after publication of the Offer Document and (ii) the Longstop Date, and Taptica shall ensure that the Takeover Offer remains open for acceptances until such time;
(d) Taptica shall keep RhythmOne informed promptly on written request from RhythmOne, of the number of RhythmOne Shareholders (and the aggregate number of RhythmOne Shares that they hold) that have validly returned their acceptance or withdrawal forms or incorrectly completed their withdrawal or acceptance forms and the identity of such RhythmOne Shareholders; and
(e) Taptica will comply, and will assist RhythmOne with complying, with all applicable Law and regulations of applicable Government Authorities in connection with the Takeover Offer.
7.3 In the event of any Switch, the parties agree that, save as otherwise provided in this Agreement:
(a) all provisions of this Agreement shall continue to apply; and
(b) all provisions of this Agreement relating to the Scheme and its implementat...
Switching to a Takeover Offer. 6.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, Bidco shall be entitled, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer rather than the Scheme (such election being a "Switch") only if:
6.1.1 IMImobile provides its prior written consent ("Agreed Switch"); or
6.1.2 an IMImobile Independent Director Adverse Recommendation Change occurs.
6.2 In the event of any Agreed Switch, unless otherwise agreed in writing between Bidco and IMImobile or required by the Panel:
6.2.1 the Acceptance Condition shall be set at not more than seventy-five (75) per cent. of the IMImobile Shares to which the Offer relates (or such lesser percentage as may be agreed between the parties in writing after, to the extent necessary, consultation with the Panel);
6.2.2 Bidco shall not take any action which would cause the Offer not to proceed, to lapse or to be withdrawn in each case for non-fulfilment of the Acceptance Condition prior to the 60th day after publication of the Offer Document as such term is construed by the Code ("Day 60") and Bidco shall ensure that the Offer remains open for acceptances until such time;
6.2.3 Bidco shall ensure that the only conditions of the Offer shall be the Conditions (subject to replacing the Scheme Conditions with the Acceptance Condition referred to in clause 6.2.1 and any other modifications or amendments to such terms and conditions as may be required by the Panel or which are necessary as a result of the Agreed Switch);
6.2.4 Bidco shall keep IMImobile informed, on a confidential basis and on the next Business Day following receipt of a written request from IMImobile, of the number of holders of IMImobile Shares that have validly returned their acceptance or withdrawal forms or incorrectly completed their withdrawal or acceptance forms and the identity of such shareholders and the number of IMImobile Shares to which such forms relate; and
6.2.5 the parties agree:
(a) that all provisions of this agreement other than the provisions of clause 4 shall continue to apply save as set out in this clause 6.2; and
(b) all provisions of this agreement relating to the Scheme and its implementation shall apply to the Offer or its implementation mutatis mutandis.
6.3 In the event of an Agreed Switch, Bidco shall:
6.3.1 submit, or procure the submission of, drafts and revised drafts of the Offer Document to IMImobile for review and comment and shall take into acco...
Switching to a Takeover Offer. 6.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, to the extent permitted pursuant to applicable Law, MTL shall be entitled, with the consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer rather than the Scheme (such election being a Switch) if (but only if):
6.1.1 Condor Gold provides its prior written consent;
Switching to a Takeover Offer. 3.1 Paddy Power shall be entitled, with the consent of the Panel, to implement the Merger by way of the Takeover Offer, rather than the Scheme of Arrangement if:
(a) Betfair provides its prior written consent (an “Agreed Switch”);
(b) a third party announces a firm intention to make an offer for the issued and to be issued ordinary share capital of Betfair which is recommended by the Betfair Board; or
(c) the Betfair Board withdraws its unanimous and unconditional approval of the Scheme of Arrangement.
3.2 In the event of any Agreed Switch, the Parties agree:
(a) that the provisions of this Agreement relating to the Scheme of Arrangement and its implementation shall apply to the Takeover Offer and its implementation mutatis mutandis; and
(b) save in respect of the Takeover Offer Document, the obligations of each Party to co-operate, consult with and take into account the reasonable suggestions of the other Party in the preparation of any documents shall apply mutatis mutandis.
Switching to a Takeover Offer. 5.1 SNC-Lavalin (GB) shall be entitled, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer (rather than the Scheme), on substantially the same terms and conditions as the Scheme, subject only to appropriate amendments to reflect the switch to a Takeover Offer (such election to be referred to as a Switch) if:
(a) Atkins and SNC-Lavalin (GB) agree in writing (an Agreed Switch);
(b) an Independent Competing Transaction is recommended by the Atkins Directors;
(c) Atkins announces that the Atkins Directors no longer intend to give, or intend to adversely modify or qualify, the Atkins Recommendation; or
(d) the Atkins Recommendation is not made in the Scheme Circular or is subsequently withdrawn or adversely modified or qualified.
5.2 In the event of a Switch and following SNC-Lavalin (GB)’s announcement of its firm intention to make the Takeover Offer, clause 4 shall cease to apply.
5.3 The parties agree that, in the event of an Agreed Switch, all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Takeover Offer or its implementation mutatis mutandis, together with such further terms in relation to the Takeover Offer as Atkins and SNC-Lavalin (GB) agree in writing at the time of making the agreement for the purposes of clause 5.1(a).
