SWITCHING TO AN OFFER. 9.1 The parties currently intend that the Transaction will be implemented by way of the Scheme. Notwithstanding the foregoing, and subject to the consent of the Panel, NortonLifeLock and/or Bidco may elect to implement the Transaction by way of an Offer rather than the Scheme (prior to any termination of this Agreement), if:
(a) Avast provides its prior written consent (an “Agreed Switch”) in which case Clause 9.2 shall apply;
(b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board Recommendation Change occurs;
(c) without prejudice to Clause 9.1(b), any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Takeover Code applies with respect to the Transaction; or
(d) a third party announces a firm intention to make an offer for the entire issued and to be issued share capital of Avast, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior to electing to implement the Acquisition by way of an Offer in such circumstances.
9.2 In the event of an Agreed Switch, unless otherwise agreed in writing between Avast and NortonLifeLock or required by the Panel:
(a) the acceptance condition to the Offer (the “Acceptance Condition”) shall be set at 75 per cent. of the Avast Shares to which the Offer relates, or such other lesser percentage as may be agreed in writing between Avast and NortonLifeLock after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the Avast Shares to which the Offer relates;
(b) NortonLifeLock shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause the Offer not to proceed, to lapse or to be withdrawn, in each case by reason of the non-fulfilment of the Acceptance Condition before the 60th day after publication of the Offer Document and NortonLifeLock shall ensure that the Offer remains open until at least such time;
(c) NortonLifeLock shall ensure that the only conditions to the Offer shall be the Conditions, subject to replacing the Scheme Conditions with the Acceptance Condition;
(d) where a material official authorisation or regulatory clearance remains outstanding, NortonLifeLock and Avast shall ensure that appropriate steps are taken to suspend the offer timetable by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel ...
SWITCHING TO AN OFFER. 8.1 Subject to the consent of the Panel, Vantiv and/or Vantiv Bidco may elect to implement the Transaction by way of an Offer rather than the Scheme only where:
(a) Worldpay provides its prior written consent (an Agreed Switch);
(b) subject to subclause 4.1(h), in the event that:
(i) the Worldpay Court Meeting and the Worldpay General Meeting are not held on or before the 22nd day after the expected date of such meetings as set out in the Scheme Document (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)) unless: (a) a supplementary circular is required to be published in connection with the Scheme, and as a result the Worldpay Court Meeting and the Worldpay General Meeting cannot be held by such date in compliance with the Code and Law, provided that Worldpay 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) Vantiv has committed a breach of clause 5.2 and such breach has caused the delay; or
(ii) the Sanction Hearing is not held on or before the 22nd day after the expected date of such hearing as set out in the Scheme Document (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)) unless: (a) a supplementary circular is required to be published in connection with the Scheme, and as a result the Sanction Hearing cannot be held by such date in compliance with the Code and Law, provided that Worldpay 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) Vantiv has committed a breach of clause 5.2 and such breach has caused the delay;
(c) the Board of Worldpay withdraws or materially and adversely qualifies the Worldpay Recommendation; or
(d) a third party announces a firm intention to make an offer for the entire issued and to be issued ordinary share capital of Worldpay and the Board of Worldpay recommends the Worldpay Shareholders to accept such offer (or, if it is to be implemented by way of a scheme of arrangement pursuant to Part 26 of the Act, to vote in favour of such scheme) or fails to publicly reaffirm its unanimous and unconditional recommendation to t...
SWITCHING TO AN OFFER.
6.1 The Offeror reserves the right, as set out in the Offer Announcement, and, subject to the consent of the Panel (if required), to elect at any time to implement the Acquisition by way of an Offer, whether or not the Scheme Document has been published, provided that the Offer is made in accordance with the terms and conditions set out in the Offer Announcement (with any modifications or amendments to such terms and conditions as may be required by the Panel or which are necessary as a result of a switch from the Scheme to the Offer) if:
6.1.1 the Company provides its consent to the implementation of the Acquisition by way of an Offer;
6.1.2 a third party announces a firm intention to make an offer (whether or not subject to the satisfaction or waiver of any pre-conditions) for all of the issued and to be issued share capital of the Company;
6.1.3 the Company Directors:
(a) prior to publication of the Scheme Document, withdraw, qualify or adversely modify their intention to give the Company Board Recommendation in any such document, including making any public statement to such effect, or fail to reaffirm publicly or re-issue a statement of their intention to make the Company Board Recommendation on an unmodified and unqualified basis before 5.30 p.m. on the fifth Business Day following the Offeror’s reasonable request to do so;
(b) do not include the Company Board Recommendation in the Scheme Document; or
(c) withdraw, qualify or adversely modify the Company Board Recommendation;
6.1.4 the Company announces that:
(a) it will not convene the Court Meeting or the General Meeting;
(b) it intends not to post the Scheme Document or (if different) the document convening the General Meeting; or
(c) it will delay the convening of, or will adjourn, the Court Meeting, the General Meeting or the Court Hearing; or
(d) any member of the Company’s Group has entered into a transaction which would constitute a reverse takeover of the Company (as defined in the AIM Rules), in each case without the consent of the Offeror;
6.1.5 after approval of the Company Resolutions, the Company announces that it will not implement the Scheme (other than (i) in connection with an announcement of an offer or revised offer by the Offeror for the Company, or (ii) because a Condition has failed or become incapable of fulfilment or satisfaction);
6.1.6 the Company is in material breach of any material term of this Agreement, provided that:
(a) the Offeror shall have first notified the ...
SWITCHING TO AN OFFER. 6.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, EA shall be entitled, with the consent of the Panel, to implement the Acquisition by way of an 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 AN OFFER. 6.1 The parties intend that the Transaction will be implemented by way of the Scheme. Bidco shall be entitled, with the consent of the Panel (if required), to elect at any time to implement the Transaction by way of the Offer, rather than the Scheme Switch only if:
6.1.1 Aggreko provides its prior written consent;
6.1.2 a third party announces a firm intention to make an offer (whether or not subject to the satisfaction or waiver of any pre-conditions) under Rule 2.7 of the Code for all or part of the issued, and to be issued share capital of Aggreko; or
6.1.3 an Aggreko Board Adverse Recommendation Change occurs.
6.2 In the event of an Agreed Switch, unless otherwise agreed with Aggreko or required by the Panel, the parties agree:
6.2.1 the Acceptance Condition shall be set at 75 per cent. of the Aggreko Shares (or such other 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 voting rights attaching to Aggreko Shares);
6.2.2 Bidco will discuss any announcements relating to the Agreed Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Agreed Switch with Aggreko in a timely manner;
6.2.3 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 midnight on the 60th day after publication of the Offer Document (or such later date as may be the last date for the Offer to be declared unconditional as to acceptances under Day 60 for acceptances until such time;
6.2.4 Bidco shall not, without the prior consent of Aggreko, declare the Offer unconditional as to acceptances prior to Day 60, unless all of the remaining Conditions either: (i) have been satisfied or waived (if capable of waiver); or (ii) are reasonably expected to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.7 of the Code;
6.2.5 if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Regulatory Conditions are not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.7 of the Code, Bidco shall, before the 30th day after the publication of the Offer Document (or such later day as Aggreko may agree), consult with Aggreko and the Panel as to whether an extension to Da...
SWITCHING TO AN OFFER. 7.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, Takeda shall be entitled, with the consent of the Panel, to implement the Acquisition by way of the Offer rather than the Scheme (such election being a “Switch”) if:
(A) Shire 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 Shire;
(C) the board of Shire Directors: (i) withdraws or adversely modifies or adversely qualifies the Shire Board Recommendation; (ii) does not include the Shire Board Recommendation in the Scheme Document; or (iii) prior to publication of the Scheme Document, withdraws or adversely modifies or adversely qualifies its intention to give the Shire Board Recommendation in the Scheme Document, including making any public statement to such effect, or failing to publicly affirm or re-issue a statement of its intention to make the Shire Board Recommendation on an unmodified and unqualified basis before 5.00 p.m. on the 10th Business Day following Takeda’s reasonable request to do so; or
(D) the Court Meeting and the Shire General Meeting are not held on or before the 22nd day after the expected date of such meetings as set out in the Scheme Document (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)) unless:
(i) a supplementary circular is required to be published in connection with the Scheme, and as a result the Court Meeting and the Shire General Meeting cannot be held by such date in compliance with the Code and any other applicable Law, provided that Shire 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;
(ii) Takeda has committed a breach of Clause 3 or Clause 5 and such breach has caused the delay; or
(iii) Takeda has adjourned or postponed the Takeda Shareholder Meeting in accordance with Clause 4.2(F) and the delay to the Court Meeting and the Shire General Meeting is required in order to ensure the Takeda Shareholder Meeting is held on the same date as (but by no later than 7:00 a.m. on) the date of the Court Meeting and the Shire General Meeting; or and for the purposes of this Agreement, a Switch in circumstances where:
(i) Clause 7.1(A) applies but neither Clause 7.1(B) nor C...
SWITCHING TO AN OFFER. 6.1 The parties currently intend that the Acquisition will be implemented by way of Scheme. However, Bidder shall be entitled, with the consent of the Panel (if required), to implement the Acquisition by way of an Offer rather than the Scheme (such election being a "Switch"), if (and only if):-
6.1.1 TClarke provides its prior written consent (an "Agreed Switch");
6.1.2 a third party, not acting in concert with Xxxxxx, announces a firm intention to make a Competing Proposal in accordance with Rule 2.7 of the Code;
6.1.3 TClarke announces its intention to proceed with a Competing Proposal; or
6.1.4 a TClarke Board Recommendation Change occurs.
6.2 In the event of an Agreed Switch, unless otherwise agreed with TClarke or required by the Panel, the parties agree that Bidder will:
6.2.1 discuss with, and consider in good faith any comment on, from or on behalf of TClarke any announcements relating to the Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Switch with TClarke in a timely manner;
6.2.2 prepare, as soon as reasonably practicable, the Offer Document and form of acceptance;
6.2.3 consult with, and consider in good faith any comment on, from or on behalf of TClarke as to the timing of the publication of the Offer Document and the form of acceptance and provide TClarke with a reasonable opportunity to consider the draft documentation for review and comment; and
6.2.4 consult with TClarke as to the form and content of the Offer Document and the form of acceptance.
6.3 In the event of an Agreed Switch, Bidder shall not, and shall procure that no member of the Wider Bidder Group shall, take any action which would cause an Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the Acceptance Condition prior to midnight on the 60th day after publication of the Offer Document (or such later date as may be the last date for an Offer to be declared unconditional as to acceptances under Rule 31.3 of the Code) ("Day 60") including, without limitation, by publishing an acceptance condition invocation notice under Rule 31.6 of the Code or specifying in the Offer Document an unconditional date which is earlier than Day 60, and Bidder shall ensure that an Offer remains open for acceptances until such time.
6.4 In the event of an Agreed Switch, Bidder shall not, without the prior consent of TClarke, make any acceleration statement (as defined in the Code) unless: (i) all of ...
SWITCHING TO AN OFFER. 7.1 Offeror reserves the right, as set out in the Announcement, and, subject to the consent of the Panel, to elect at any time to implement the Acquisition by way of an Offer, whether or not the Scheme Document has been published, provided that (i) the Offer is made in accordance with the terms and conditions set out in the Announcement (with any modifications or amendments to such terms and conditions as may be required by the Panel or which are necessary as a result of a switch from the Scheme to the Offer) and (ii) that Target provides its prior written consent (an “Agreed Switch”).
7.2 In the event of an Agreed Switch, Offeror shall:
7.2.1 prepare the Offer Document and shall consult Target in relation to the preparation thereof;
7.2.2 submit, or procure the submission of, drafts and revised drafts of the Offer Document to Target for review and comment and, consider in good faith any reasonable comments provided by the Target for the purposes of preparing revised drafts;
7.2.3 seek Target’s approval of the contents of the information on Target contained in the Offer Document before it is published, and afford Target sufficient time to consider such documents, in order to give its approval (such approval not to be unreasonably conditioned, withheld or delayed); and
7.2.4 keep Target informed, on a regular and confidential basis, and, in any event, on the next Business Day following receipt of a written request from Target, of the number of Target Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and the number of Target Shares to which such forms relate.
7.3 The parties agree that in the case of an Agreed Switch, save as set out in this Clause 7 (Switching to an Offer), all the provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer Document and its implementation mutatis mutandis.
SWITCHING TO AN OFFER. 6.1 The parties intend that the Transaction will be implemented by way of the Scheme. Nationwide shall be entitled, with the consent of the Panel, to implement the Transaction by way of the Offer rather than the Scheme (a "Switch"), whether before or after the posting of the Scheme Document, but only if:
6.1.1 Virgin Money provides its prior written consent (an "Agreed Switch"), in which case Clause 6.2 shall apply; or
6.1.2 a Competing Proposal occurs, unless, within three Business Days of the announcement of such Competing Proposal, the Virgin Money Board publicly reiterates that it unanimously and unconditionally recommends Nationwide's offer;
6.1.3 an Adverse Recommendation Change occurs; or
6.1.4 any person (other than Nationwide or any person acting in concert with Nationwide) acquires an interest in securities which represents the higher of: (i) more than 15% of the voting rights (as defined in the Code) in Virgin Money; and (ii) more than 5% of the voting rights (as defined in the Code) in Virgin Money in excess of the percentage of such voting rights attaching to those securities in which the relevant person held interests as at the date of this Agreement.
6.2 In the event of an Agreed Switch, unless otherwise agreed with Virgin Money or required by the Panel, the parties agree that:
6.2.1 Nationwide shall:
(a) consult with Virgin Money in advance with respect to any announcements relating to the Agreed Switch, its implementation and any proposed changes to the timetable in relation to the implementation of the Agreed Switch;
(b) prepare, as soon as reasonably practicable, the Offer Document and related form of acceptance;
(c) consult with Virgin Money as to the timing of the publication of the Offer Document and the related form of acceptance; and
(d) where reasonably practicable, consult with Virgin Money as to the form and content of the Offer Document and the related form of acceptance;
6.2.2 the Acceptance Condition shall be set at 90 per cent. of the Virgin Money Shares to which the Offer relates (or such other 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 Virgin Money Shares and shall not be capable of being waived below that level;
6.2.3 Nationwide shall not take any action (including publishing, or being treated by the Panel as having published, an acceptance condition invocation notice (as defined in Rule 31.6 of the...
SWITCHING TO AN OFFER. 6.1 The parties currently intend that the Transaction will be implemented by way of the Scheme. Bidco shall be entitled, with the consent of the Panel, to implement the Transaction by way of the Offer rather than the Scheme (such election being a "Switch") only if:
6.1.1 Inmarsat provides its prior written consent (an "Agreed Switch");
6.1.2 a third party announces a firm intention to make an offer (whether or not subject to the satisfaction or waiver of any pre-conditions) for all or part of the issued and to be issued share capital of Inmarsat which is recommended in whole or in part by the Inmarsat Board; or
