Common use of Switching Clause in Contracts

Switching. 6.1 The parties currently intend to implement the Acquisition by way of a Scheme. However, PPL 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") if: 6.1.1 Egdon gives prior written consent to the Switch (an "Agreed Switch"), in which case Clause 6.2 and Clause 6.3 shall apply; 6.1.2 a Competing Proposal is announced by a third party (or an announcement in respect of a Competing Proposal is made by the Panel); or 6.1.3 a Egdon Board Adverse Recommendation Change occurs. 6.2 In the event of any Agreed Switch, unless otherwise agreed between Egdon and PPL or the Panel requires otherwise: 6.2.1 the Acceptance Condition shall be set at 90 per cent, of Egdon Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between Egdon and PPL in writing after, to the extent necessary, consultation with the Panel, subject in any case to the minimum acceptance condition set out in Rule 10 of the Takeover Code); 6.2.2 PPL shall consult with Egdon in a timely manner as to the form and content and timing of publication of any announcements (and the related form of acceptance) relating to the Agreed Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Agreed Switch; 6.2.3 PPL shall prepare the Offer Document and shall consult reasonably with Egdon in relation thereto and shall allow Egdon a reasonable opportunity to consider the draft Offer Document for review and comment, and shall consider in good faith comments proposed by Egdon and/or its legal advisers; 6.2.4 PPL agrees to seek Egdon’s approval of the contents of the information on Egdon, or for which Egdon or the Egdon Directors are taking responsibility, contained in the Offer Document before it is published, and to afford Egdon a reasonable opportunity to consider such document in order to give its approval of such information; 6.2.5 if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Takeover Code, PPL shall, before the 30th day after the publication of the Offer Document (or such later day as Egdon may agree), consult with Egdon and the Panel as to whether the offer timetable should be suspended in accordance with Rule 31.4(a) or, if Day 39 has passed, Day 60 should be extended in accordance with Rule 31.3 of the Code (or, if applicable, further suspended or extended) and, if required by Egdon, shall request such suspension or extension to a date agreed with Egdon and the Panel, provided always that such date shall not be later than the Long Stop Date; 6.2.6 PPL 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 60th day after publication of the Offer Document including, without limitation, by publishing an acceptance condition invocation notice under Rule 31.6 or specifying in the Offer Document an unconditional date which is earlier than Day 60, and PPL shall ensure that the Takeover Offer remains open for acceptances until such time; 6.2.7 if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Regulatory Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Takeover Code, PPL shall, before the 30th day after the publication of the Offer Document (or such later day as Egdon may agree), consult with Egdon and the Panel as to whether the offer timetable should be suspended in accordance with Rule 31.4(a) or, if Day 39 has passed, Day 60 should be extended in accordance with Rule 31.3 of the Takeover Code (or, if applicable, further suspended or extended) and, if required by Egdon, shall request such suspension or extension to a date agreed with Egdon and the Panel, provided always that such extended date (as, if applicable, it may be further extended) shall be no later than the Long Stop Date; 6.2.8 PPL shall not, without the prior written consent of Egdon (acting reasonably), make (or otherwise be treated by the Panel as having made) any acceleration statement (as defined in the Takeover Code) unless: (i) all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver); (ii) the acceleration statement (as defined in the Takeover Code) contains no right for PPL to set the statement aside (except with the prior written consent of Egdon and/or in the circumstances envisaged by Note 2 or 3 to Rule 31.5 of the Takeover Code); and (iii) PPL undertakes to Egdon not to take any action or step otherwise to set the acceleration statement aside (except where the right to do so is specifically reserved in accordance with the terms of clause 6.2.8(ii)); 6.2.9 the Takeover Offer shall otherwise be made on the same terms and conditions as those set out in the Announcement and that the only conditions to the Takeover Offer shall be the Condition (subject to replacing the Scheme Conditions with the Acceptance Condition referred to in clause 6.2.1), subject to any modification or amendment to such terms and conditions as may be agreed to by Egdon and (if required) the Panel or which is necessary as a result of the switch from the Scheme to the Takeover Offer; 6.2.10 PPL shall keep Egdon informed, on a confidential basis on the next Business Day following receipt of a written request from Egdon, of the number of Egdon 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 Egdon Shares to which such forms relate. 6.3 In the event of any Agreed Switch: 6.3.1 the parties agree that all provisions of this Agreement shall continue to apply save as set out in this Clause 6; and 6.3.2 the parties agree that all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Takeover Offer or its implementation mutatis mutandis.

Switching. 6.1 The parties currently intend (a) If, and only if, the Court declines or refuses to sanction the Scheme of Arrangement, at Parent’s election, the Parties shall cooperate to, as promptly as practicable thereafter, implement the Acquisition TABLE OF CONTENTS​ Transaction by means of a takeover offer within the meaning of section 974 of the Companies Act (including any subsequent revision, variation, extension or renewal of such offer, the “Offer”), and not by means of the Scheme of Arrangement, and otherwise in accordance with the terms of this Agreement to the extent applicable to the Offer (including Article III, as if the Proxy Statement and the other Transaction Documentation were (to the extent applicable to the Offer) the documentation required by Applicable Law to effect the Offer, mutatis mutandis) (b) If the Transaction is implemented by way of an Offer pursuant to and in accordance with clause (a) above: (i) Parent shall (A) prepare the document to be dispatched to (amongst others) the Company Shareholders under which any Offer would be made (the “Offer Document”), (B) prepare and file with the SEC a Scheme. Howeverregistration statement on Form S-4 with respect to the Exchange Shares (the “Registration Statement”), PPL and (C) use commercially reasonably efforts to cause the Offer Document and the Registration Statement to comply with the requirements of all relevant applicable securities laws and to cause the Registration Statement to become effective as promptly as practicable after it is filed with the SEC; (ii) unless the Company shall have effected a Company Adverse Recommendation Change, the Company shall (A) cooperate with Parent to prepare the Offer Document, (B) prepare and file with the SEC concurrently with the commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer, which shall include the Company Board Recommendation, the form of which shall be entitled, a Transaction Document (the “Schedule 14D-9”) and (C) use commercially reasonably efforts to cause the Schedule 14D-9 to comply with the consent requirements of all relevant applicable securities laws; (iii) Parent shall ensure that (A) the Panel , to implement the Acquisition by way of a Takeover Offer rather than the Scheme (such election being a "Switch") if: 6.1.1 Egdon gives prior written consent acceptance condition to the Switch (an "Agreed Switch"), in which case Clause 6.2 and Clause 6.3 shall apply; 6.1.2 a Competing Proposal is announced by a third party (or an announcement in respect of a Competing Proposal is made by the Panel); or 6.1.3 a Egdon Board Adverse Recommendation Change occurs. 6.2 In the event of any Agreed Switch, unless otherwise agreed between Egdon and PPL or the Panel requires otherwise: 6.2.1 the Acceptance Condition Offer shall be set at 90 per cent, 90% of Egdon the Company Ordinary Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between Egdon the Company and PPL in writing after, to the extent necessary, consultation with the Panel, subject in any case to the minimum acceptance condition set out in Rule 10 of the Takeover Code); 6.2.2 PPL shall consult with Egdon in a timely manner as to the form and content and timing of publication of any announcements (and the related form of acceptance) relating to the Agreed Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Agreed Switch; 6.2.3 PPL shall prepare the Offer Document and shall consult reasonably with Egdon in relation thereto and shall allow Egdon a reasonable opportunity to consider the draft Offer Document for review and comment, and shall consider in good faith comments proposed by Egdon and/or its legal advisers; 6.2.4 PPL agrees to seek Egdon’s approval of the contents of the information on Egdon, or for which Egdon or the Egdon Directors are taking responsibility, contained in the Offer Document before it is published, and to afford Egdon a reasonable opportunity to consider such document in order to give its approval of such information; 6.2.5 if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Takeover Code, PPL shall, before the 30th day after the publication of the Offer Document (or such later day as Egdon Parent may agree), consult with Egdon and (B) the Panel as to whether the offer timetable should be suspended in accordance with Rule 31.4(a) or, if Day 39 has passed, Day 60 should be extended in accordance with Rule 31.3 of the Code (or, if applicable, further suspended or extended) and, if required by Egdon, shall request such suspension or extension to a date agreed with Egdon and the Panel, provided always that such date shall not be later than the Long Stop Date; 6.2.6 PPL 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 60th day after publication only conditions of the Offer Document including, without limitation, by publishing an acceptance condition invocation notice under Rule 31.6 or specifying in the Offer Document an unconditional date which is earlier than Day 60, and PPL shall ensure that the Takeover Offer remains open for acceptances until such time; 6.2.7 if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Regulatory Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Takeover Code, PPL shall, before the 30th day after the publication of the Offer Document (or such later day as Egdon may agree), consult with Egdon and the Panel as to whether the offer timetable should be suspended in accordance with Rule 31.4(a) or, if Day 39 has passed, Day 60 should be extended in accordance with Rule 31.3 of the Takeover Code (or, if applicable, further suspended or extended) and, if required by Egdon, shall request such suspension or extension to a date agreed with Egdon and the Panel, provided always that such extended date (as, if applicable, it may be further extended) shall be no later than the Long Stop Date; 6.2.8 PPL shall not, without the prior written consent of Egdon (acting reasonably), make (or otherwise be treated by the Panel as having made) any acceleration statement (as defined in the Takeover Code) unless: (i) all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver); (ii) the acceleration statement (as defined in the Takeover Code) contains no right for PPL to set the statement aside (except with the prior written consent of Egdon and/or in the circumstances envisaged by Note 2 or 3 to Rule 31.5 of the Takeover Code); and (iii) PPL undertakes to Egdon not to take any action or step otherwise to set the acceleration statement aside (except where the right to do so is specifically reserved in accordance with the terms of clause 6.2.8(ii)); 6.2.9 the Takeover Offer shall otherwise be made on the same terms and conditions as those set out in Article IX (the Announcement “Conditions”) (except to the extent any such Condition shall have already been satisfied or waived) and an additional condition that the only conditions to Transaction Agreement has not then been terminated in accordance with its terms (with the Takeover Conditions set forth in Section 9.01(a) and Section 9.01(b) replaced with the acceptance condition specified in Section 8.06(b)(iii)), and (C) the Offer shall be lapse if all such Conditions are not satisfied or waived at the Condition (subject to replacing the Scheme Conditions with the Acceptance Condition referred to in clause 6.2.1), subject to any modification or amendment to such terms and conditions as may be agreed to by Egdon and (if required) the Panel or which is necessary as a result earlier of the switch End Date or the date falling six months from the Scheme to the Takeover Offer; 6.2.10 PPL shall keep Egdon informed, on a confidential basis on the next Business Day following receipt of a written request from Egdon, date of the number Offer (as such term is defined in section 991(1) of Egdon 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 Egdon Shares to which such forms relate. 6.3 In the event of any Agreed Switch: 6.3.1 the parties agree that all provisions of this Agreement shall continue to apply save as set out in this Clause 6Companies Act); and 6.3.2 (iv) each of the parties agree that all provisions Offer Document, the Registration Statement and the Schedule 14D-9 shall be Transaction Documentation for purposes of this Agreement relating Agreement, and the representations and warranties of the Company and Parent contained in Section 4.07(h) and Section 5.10, respectively, and the covenants of the Parties set forth in Section 3.04 in respect of such documents and the information contained therein, shall apply (to the Scheme and its implementation shall apply extent applicable to the Takeover Offer or its implementation Offer) to such Transaction Documentation mutatis mutandis. (c) Unless the Company consents otherwise, Parent shall serve a notice under section 979 of the Companies Act to the holder of any shares to which the Offer relates which Parent has not acquired or unconditionally contracted to acquire, stating Xxxxxx’s desire to acquire those shares, as soon as reasonably practicable after Parent becomes entitled to do so under section 979 of the Companies Act and in any event within the time period specified by section 980(2)(b) of the Companies Act and in compliance with all other requirements of section 980 of the Companies Act. (d) Parent may not elect to implement the Transaction by means of an Offer except as contemplated by this Agreement without the Company’s prior written consent.

Switching. 6.1 The parties currently intend (a) If, and only if, the Court declines or refuses to sanction the Scheme of Arrangement, at Parent’s election, the Parties shall cooperate to, as promptly as practicable thereafter, implement the Acquisition Transaction by means of a takeover offer within the meaning of section 974 of the Companies Act (including any subsequent revision, variation, extension or renewal of such offer, the “Offer”), and not by means of the Scheme of Arrangement, and otherwise in accordance with the terms of this Agreement to the extent applicable to the Offer (including Article III, as if the Proxy Statement and the other Transaction Documentation were (to the extent applicable to the Offer) the documentation required by Applicable Law to effect the Offer, mutatis mutandis) (b) If the Transaction is implemented by way of an Offer pursuant to and in accordance with clause (a) above: (i) Parent shall (A) prepare the document to be dispatched to (amongst others) the Company Shareholders under which any Offer would be made (the “Offer Document”), (B) prepare and file with the SEC a Scheme. Howeverregistration statement on Form S-4 with respect to the Exchange Shares (the “Registration Statement”), PPL and (C) use commercially reasonably efforts to cause the Offer Document and the Registration Statement to comply with the requirements of all relevant applicable securities laws and to cause the Registration Statement to become effective as promptly as practicable after it is filed with the SEC; (ii) unless the Company shall have effected a Company Adverse Recommendation Change, the Company shall (A) cooperate with Parent to prepare the Offer Document, (B) prepare and file with the SEC concurrently with the commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer, which shall include the Company Board Recommendation, the form of which shall be entitled, a Transaction Document (the “Schedule 14D-9”) and (C) use commercially reasonably efforts to cause the Schedule 14D-9 to comply with the consent requirements of all relevant applicable securities laws; (iii) Parent shall ensure that (A) the Panel , to implement the Acquisition by way of a Takeover Offer rather than the Scheme (such election being a "Switch") if: 6.1.1 Egdon gives prior written consent acceptance condition to the Switch (an "Agreed Switch"), in which case Clause 6.2 and Clause 6.3 shall apply; 6.1.2 a Competing Proposal is announced by a third party (or an announcement in respect of a Competing Proposal is made by the Panel); or 6.1.3 a Egdon Board Adverse Recommendation Change occurs. 6.2 In the event of any Agreed Switch, unless otherwise agreed between Egdon and PPL or the Panel requires otherwise: 6.2.1 the Acceptance Condition Offer shall be set at 90 per cent, 90% of Egdon the Company Ordinary Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between Egdon the Company and PPL in writing after, to the extent necessary, consultation with the Panel, subject in any case to the minimum acceptance condition set out in Rule 10 of the Takeover Code); 6.2.2 PPL shall consult with Egdon in a timely manner as to the form and content and timing of publication of any announcements (and the related form of acceptance) relating to the Agreed Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Agreed Switch; 6.2.3 PPL shall prepare the Offer Document and shall consult reasonably with Egdon in relation thereto and shall allow Egdon a reasonable opportunity to consider the draft Offer Document for review and comment, and shall consider in good faith comments proposed by Egdon and/or its legal advisers; 6.2.4 PPL agrees to seek Egdon’s approval of the contents of the information on Egdon, or for which Egdon or the Egdon Directors are taking responsibility, contained in the Offer Document before it is published, and to afford Egdon a reasonable opportunity to consider such document in order to give its approval of such information; 6.2.5 if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Takeover Code, PPL shall, before the 30th day after the publication of the Offer Document (or such later day as Egdon Parent may agree), consult with Egdon and (B) the Panel as to whether the offer timetable should be suspended in accordance with Rule 31.4(a) or, if Day 39 has passed, Day 60 should be extended in accordance with Rule 31.3 of the Code (or, if applicable, further suspended or extended) and, if required by Egdon, shall request such suspension or extension to a date agreed with Egdon and the Panel, provided always that such date shall not be later than the Long Stop Date; 6.2.6 PPL 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 60th day after publication only conditions of the Offer Document including, without limitation, by publishing an acceptance condition invocation notice under Rule 31.6 or specifying in the Offer Document an unconditional date which is earlier than Day 60, and PPL shall ensure that the Takeover Offer remains open for acceptances until such time; 6.2.7 if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Regulatory Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Takeover Code, PPL shall, before the 30th day after the publication of the Offer Document (or such later day as Egdon may agree), consult with Egdon and the Panel as to whether the offer timetable should be suspended in accordance with Rule 31.4(a) or, if Day 39 has passed, Day 60 should be extended in accordance with Rule 31.3 of the Takeover Code (or, if applicable, further suspended or extended) and, if required by Egdon, shall request such suspension or extension to a date agreed with Egdon and the Panel, provided always that such extended date (as, if applicable, it may be further extended) shall be no later than the Long Stop Date; 6.2.8 PPL shall not, without the prior written consent of Egdon (acting reasonably), make (or otherwise be treated by the Panel as having made) any acceleration statement (as defined in the Takeover Code) unless: (i) all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver); (ii) the acceleration statement (as defined in the Takeover Code) contains no right for PPL to set the statement aside (except with the prior written consent of Egdon and/or in the circumstances envisaged by Note 2 or 3 to Rule 31.5 of the Takeover Code); and (iii) PPL undertakes to Egdon not to take any action or step otherwise to set the acceleration statement aside (except where the right to do so is specifically reserved in accordance with the terms of clause 6.2.8(ii)); 6.2.9 the Takeover Offer shall otherwise be made on the same terms and conditions as those set out in Article IX (the Announcement “Conditions”) (except to the extent any such Condition shall have already been satisfied or waived) and an additional condition that the only conditions to Transaction Agreement has not then been terminated in accordance with its terms (with the Takeover Conditions set forth in Section 9.01(a) and Section 9.01(b) replaced with the acceptance condition specified in Section 8.06(b)(iii)), and (C) the Offer shall be lapse if all such Conditions are not satisfied or waived at the Condition (subject to replacing the Scheme Conditions with the Acceptance Condition referred to in clause 6.2.1), subject to any modification or amendment to such terms and conditions as may be agreed to by Egdon and (if required) the Panel or which is necessary as a result earlier of the switch End Date or the date falling six months from the Scheme to the Takeover Offer; 6.2.10 PPL shall keep Egdon informed, on a confidential basis on the next Business Day following receipt of a written request from Egdon, date of the number Offer (as such term is defined in section 991(1) of Egdon 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 Egdon Shares to which such forms relate. 6.3 In the event of any Agreed Switch: 6.3.1 the parties agree that all provisions of this Agreement shall continue to apply save as set out in this Clause 6Companies Act); and 6.3.2 (iv) each of the parties agree that all provisions Offer Document, the Registration Statement and the Schedule 14D-9 shall be Transaction Documentation for purposes of this Agreement relating Agreement, and the representations and warranties of the Company and Parent contained in Section 4.07(h) and Section 5.10, respectively, and the covenants of the Parties set forth in Section 3.04 in respect of such documents and the information contained therein, shall apply (to the Scheme and its implementation shall apply extent applicable to the Takeover Offer or its implementation Offer) to such Transaction Documentation mutatis mutandis. (c) Unless the Company consents otherwise, Parent shall serve a notice under section 979 of the Companies Act to the holder of any shares to which the Offer relates which Parent has not acquired or unconditionally contracted to acquire, stating Pxxxxx’s desire to acquire those shares, as soon as reasonably practicable after Parent becomes entitled to do so under section 979 of the Companies Act and in any event within the time period specified by section 980(2)(b) of the Companies Act and in compliance with all other requirements of section 980 of the Companies Act. (d) Parent may not elect to implement the Transaction by means of an Offer except as contemplated by this Agreement without the Company’s prior written consent.

Switching. 6.1 The parties currently intend to implement the Acquisition by way of a Scheme. However, PPL 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") if: 6.1.1 Egdon Xxxxx gives prior written consent to the Switch (an "Agreed Switch"), in which case Clause 6.2 and Clause 6.3 shall apply; 6.1.2 a Competing Proposal is announced by a third party (or an announcement in respect of a Competing Proposal is made by the Panel); or 6.1.3 a Egdon Board Adverse Recommendation Change occurs. 6.2 In the event of any Agreed Switch, unless otherwise agreed between Egdon and PPL or the Panel requires otherwise: 6.2.1 the Acceptance Condition shall be set at 90 per cent, of Egdon Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between Egdon and PPL in writing after, to the extent necessary, consultation with the Panel, subject in any case to the minimum acceptance condition set out in Rule 10 of the Takeover Code); 6.2.2 PPL shall consult with Egdon in a timely manner as to the form and content and timing of publication of any announcements (and the related form of acceptance) relating to the Agreed Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Agreed Switch; 6.2.3 PPL shall prepare the Offer Document and shall consult reasonably with Egdon in relation thereto and shall allow Egdon a reasonable opportunity to consider the draft Offer Document for review and comment, and shall consider in good faith comments proposed by Egdon Xxxxx and/or its legal advisers; 6.2.4 PPL agrees to seek EgdonXxxxx’s approval of the contents of the information on Egdon, or for which Egdon or the Egdon Directors are taking responsibility, contained in the Offer Document before it is published, and to afford Egdon a reasonable opportunity to consider such document in order to give its approval of such information; 6.2.5 if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Takeover Code, PPL shall, before the 30th day after the publication of the Offer Document (or such later day as Egdon may agree), consult with Egdon and the Panel as to whether the offer timetable should be suspended in accordance with Rule 31.4(a) or, if Day 39 has passed, Day 60 should be extended in accordance with Rule 31.3 of the Code (or, if applicable, further suspended or extended) and, if required by Egdon, shall request such suspension or extension to a date agreed with Egdon and the Panel, provided always that such date shall not be later than the Long Stop Date; 6.2.6 PPL 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 60th day after publication of the Offer Document including, without limitation, by publishing an acceptance condition invocation notice under Rule 31.6 or specifying in the Offer Document an unconditional date which is earlier than Day 60, and PPL shall ensure that the Takeover Offer remains open for acceptances until such time; 6.2.7 if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Regulatory Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Takeover Code, PPL shall, before the 30th day after the publication of the Offer Document (or such later day as Egdon may agree), consult with Egdon and the Panel as to whether the offer timetable should be suspended in accordance with Rule 31.4(a) or, if Day 39 has passed, Day 60 should be extended in accordance with Rule 31.3 of the Takeover Code (or, if applicable, further suspended or extended) and, if required by Egdon, shall request such suspension or extension to a date agreed with Egdon and the Panel, provided always that such extended date (as, if applicable, it may be further extended) shall be no later than the Long Stop Date; 6.2.8 PPL shall not, without the prior written consent of Egdon (acting reasonably), make (or otherwise be treated by the Panel as having made) any acceleration statement (as defined in the Takeover Code) unless: (i) all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver); (ii) the acceleration statement (as defined in the Takeover Code) contains no right for PPL to set the statement aside (except with the prior written consent of Egdon Xxxxx and/or in the circumstances envisaged by Note 2 or 3 to Rule 31.5 of the Takeover Code); and (iii) PPL undertakes to Egdon not to take any action or step otherwise to set the acceleration statement aside (except where the right to do so is specifically reserved in accordance with the terms of clause 6.2.8(ii)); 6.2.9 the Takeover Offer shall otherwise be made on the same terms and conditions as those set out in the Announcement and that the only conditions to the Takeover Offer shall be the Condition (subject to replacing the Scheme Conditions with the Acceptance Condition referred to in clause 6.2.1), subject to any modification or amendment to such terms and conditions as may be agreed to by Egdon and (if required) the Panel or which is necessary as a result of the switch from the Scheme to the Takeover Offer; 6.2.10 PPL shall keep Egdon informed, on a confidential basis on the next Business Day following receipt of a written request from Egdon, of the number of Egdon 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 Egdon Shares to which such forms relate. 6.3 In the event of any Agreed Switch: 6.3.1 the parties agree that all provisions of this Agreement shall continue to apply save as set out in this Clause 6; and 6.3.2 the parties agree that all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Takeover Offer or its implementation mutatis mutandis.

Switching. 6.1 The parties currently intend (a) If, and only if, the Court declines or refuses to sanction the Scheme of Arrangement, at Parent’s election, the Parties shall cooperate to, as promptly as practicable thereafter, implement the Acquisition Transaction by means of a takeover offer within the meaning of section 974 of the Companies Act (including any subsequent revision, variation, extension or renewal of such offer, the “Offer”), and not by means of the Scheme of Arrangement, and otherwise in accordance with the terms of this Agreement to the extent applicable to the Offer (including Article III, as if the Proxy Statement and the other Transaction Documentation were (to the extent applicable to the Offer) the documentation required by Applicable Law to effect the Offer, mutatis mutandis) (b) If the Transaction is implemented by way of an Offer pursuant to and in accordance with clause (a) above: (i) Parent shall (A) prepare the document to be dispatched to (amongst others) the Company Shareholders under which any Offer would be made (the “Offer Document”), (B) prepare and file with the SEC a Scheme. Howeverregistration statement on Form S-4 with respect to the Exchange Shares (the “Registration Statement”), PPL and (C) use commercially reasonably efforts to cause the Offer Document and the Registration Statement to comply with the requirements of all relevant applicable securities laws and to cause the Registration Statement to become effective as promptly as practicable after it is filed with the SEC; (ii) unless the Company shall have effected a Company Adverse Recommendation Change, the Company shall (A) cooperate with Parent to prepare the Offer Document, (B) prepare and file with the SEC concurrently with the commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer, which shall include the Company Board Recommendation, the form of which shall be entitled, a Transaction Document (the “Schedule 14D-9”) and (C) use commercially reasonably efforts to cause the Schedule 14D-9 to comply with the consent requirements of all relevant applicable securities laws; (iii) Parent shall ensure that (A) the Panel , to implement the Acquisition by way of a Takeover Offer rather than the Scheme (such election being a "Switch") if: 6.1.1 Egdon gives prior written consent acceptance condition to the Switch (an "Agreed Switch"), in which case Clause 6.2 and Clause 6.3 shall apply; 6.1.2 a Competing Proposal is announced by a third party (or an announcement in respect of a Competing Proposal is made by the Panel); or 6.1.3 a Egdon Board Adverse Recommendation Change occurs. 6.2 In the event of any Agreed Switch, unless otherwise agreed between Egdon and PPL or the Panel requires otherwise: 6.2.1 the Acceptance Condition Offer shall be set at 90 per cent, 90% of Egdon the Company Ordinary Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between Egdon the Company and PPL in writing after, to the extent necessary, consultation with the Panel, subject in any case to the minimum acceptance condition set out in Rule 10 of the Takeover Code); 6.2.2 PPL shall consult with Egdon in a timely manner as to the form and content and timing of publication of any announcements (and the related form of acceptance) relating to the Agreed Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Agreed Switch; 6.2.3 PPL shall prepare the Offer Document and shall consult reasonably with Egdon in relation thereto and shall allow Egdon a reasonable opportunity to consider the draft Offer Document for review and comment, and shall consider in good faith comments proposed by Egdon and/or its legal advisers; 6.2.4 PPL agrees to seek Egdon’s approval of the contents of the information on Egdon, or for which Egdon or the Egdon Directors are taking responsibility, contained in the Offer Document before it is published, and to afford Egdon a reasonable opportunity to consider such document in order to give its approval of such information; 6.2.5 if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Takeover Code, PPL shall, before the 30th day after the publication of the Offer Document (or such later day as Egdon Parent may agree), consult with Egdon and (B) the Panel as to whether the offer timetable should be suspended in accordance with Rule 31.4(a) or, if Day 39 has passed, Day 60 should be extended in accordance with Rule 31.3 of the Code (or, if applicable, further suspended or extended) and, if required by Egdon, shall request such suspension or extension to a date agreed with Egdon and the Panel, provided always that such date shall not be later than the Long Stop Date; 6.2.6 PPL 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 60th day after publication only conditions of the Offer Document including, without limitation, by publishing an acceptance condition invocation notice under Rule 31.6 or specifying in the Offer Document an unconditional date which is earlier than Day 60, and PPL shall ensure that the Takeover Offer remains open for acceptances until such time; 6.2.7 if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Regulatory Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Takeover Code, PPL shall, before the 30th day after the publication of the Offer Document (or such later day as Egdon may agree), consult with Egdon and the Panel as to whether the offer timetable should be suspended in accordance with Rule 31.4(a) or, if Day 39 has passed, Day 60 should be extended in accordance with Rule 31.3 of the Takeover Code (or, if applicable, further suspended or extended) and, if required by Egdon, shall request such suspension or extension to a date agreed with Egdon and the Panel, provided always that such extended date (as, if applicable, it may be further extended) shall be no later than the Long Stop Date; 6.2.8 PPL shall not, without the prior written consent of Egdon (acting reasonably), make (or otherwise be treated by the Panel as having made) any acceleration statement (as defined in the Takeover Code) unless: (i) all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver); (ii) the acceleration statement (as defined in the Takeover Code) contains no right for PPL to set the statement aside (except with the prior written consent of Egdon and/or in the circumstances envisaged by Note 2 or 3 to Rule 31.5 of the Takeover Code); and (iii) PPL undertakes to Egdon not to take any action or step otherwise to set the acceleration statement aside (except where the right to do so is specifically reserved in accordance with the terms of clause 6.2.8(ii)); 6.2.9 the Takeover Offer shall otherwise be made on the same terms and conditions as those set out in Article IX (the Announcement “Conditions”) (except to the extent any such Condition shall have already been satisfied or waived) and an additional condition that the only conditions to Transaction Agreement has not then been terminated in accordance with its terms (with the Takeover Conditions set forth in Section 9.01(a) and Section 9.01(b) replaced with the acceptance condition specified in Section 8.06(b)(iii)), and (C) the Offer shall be lapse if all such Conditions are not satisfied or waived at the Condition (subject to replacing the Scheme Conditions with the Acceptance Condition referred to in clause 6.2.1), subject to any modification or amendment to such terms and conditions as may be agreed to by Egdon and (if required) the Panel or which is necessary as a result earlier of the switch End Date or the date falling six months from the Scheme to the Takeover Offer; 6.2.10 PPL shall keep Egdon informed, on a confidential basis on the next Business Day following receipt of a written request from Egdon, date of the number Offer (as such term is defined in section 991(1) of Egdon 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 Egdon Shares to which such forms relate. 6.3 In the event of any Agreed Switch: 6.3.1 the parties agree that all provisions of this Agreement shall continue to apply save as set out in this Clause 6Companies Act); and 6.3.2 (iv) each of the parties agree that all provisions Offer Document, the Registration Statement and the Schedule 14D-9 shall be Transaction Documentation for purposes of this Agreement relating Agreement, and the representations and warranties of the Company and Parent contained in Section 4.07(h) and Section 5.10, respectively, and the covenants of the Parties set forth in Section 3.04 in respect of such documents and the information contained therein, shall apply (to the Scheme and its implementation shall apply extent applicable to the Takeover Offer or its implementation Offer) to such Transaction Documentation mutatis mutandis. (c) Unless the Company consents otherwise, Parent shall serve a notice under section 979 of the Companies Act to the holder of any shares to which the Offer relates which Parent has not acquired or unconditionally contracted to acquire, stating Xxxxxx’s desire to acquire those shares, as soon as reasonably practicable after Parent becomes entitled to do so under section 979 of the Companies Act and in any event within the time period specified by section 980(2)(b) of the Companies Act and in compliance with all other requirements of section 980 of the Companies Act. (d) Parent may not elect to implement the Transaction by means of an Offer except as contemplated by this Agreement without the Company’s prior written consent.