Takeover Code. 11.1 Nothing in this Agreement shall in any way limit the parties’ obligations under the Code, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this Agreement shall take precedence over such terms of this Agreement.
11.2 The parties agree that, if the Panel determines that any provision of this Agreement that requires Codemasters to take or not to take any action, whether as a direct obligation or as a condition to any other person’s obligation (however expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded.
11.3 Nothing in this Agreement shall oblige Codemasters or the Codemasters Directors to recommend a Takeover Offer or a Scheme proposed by Take-Two or any member of the Wider Take-Two Group.
11.4 Without prejudice to the representations and warranties given by the parties pursuant to clause 12, nothing in this Agreement shall be taken to restrict the directors of any member of the Wider Take-Two Group or the Codemasters Group from complying with Law, orders of court or regulations, including the Code, the AIM Rules and the rules and regulations of the Panel.
Takeover Code. The Shareholder undertakes to the Company and the Nomad that he shall not, and shall, to the extent within his control, procure that no member of the Shareholder’s Group nor any party acting in concert (as defined in the Takeover Code) with any of them without the prior consent of a majority of the Independent Directors:
(a) acquire or offer to acquire shares in, or any other interest in, the relevant securities (as defined in the Takeover Code) of the Company or any other derivative or contract referenced thereto, where such acquisition would result in a mandatory takeover offer requirement arising pursuant to Rule 9 of the Takeover Code;
(b) make an offer for all or any part of the share capital of the Company;
(c) announce or take any action which, under the Takeover Code or otherwise, would require any takeover, merger, consolidation or share exchange or similar transaction involving securities of the Company; or
(d) enter into an agreement relating to shares in or any other interest in the relevant securities (as defined in the Takeover Code) in the share capital of the Company or any derivative or contract referenced thereto, for the express purpose of taking any of the action prevented by this clause 4.
Takeover Code. 9.1 Nothing in this agreement shall in any way limit the parties' obligations under the Code, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this agreement shall take precedence over such terms of this agreement.
9.2 The parties agree that, if the Panel determines that any provision of this agreement that requires Augean to take or not to take any action, whether as a direct obligation or as a condition to any other person's obligation (however expressed), is not permitted by Rule
21.2 of the Code, that provision shall have no effect and shall be disregarded.
9.3 Nothing in this agreement shall oblige Augean or the Augean Directors to recommend any Takeover Offer or any Scheme proposed by Bidco or any member of its Group.
9.4 Without prejudice to the representations and warranties given by the parties pursuant to clause 10, nothing in this agreement shall be taken to restrict the directors of any member of the Augean Group or the Bidco Group from complying with Law, orders of court or regulations, including the Code, the AIM Rules and the rules and regulations of the Panel and the Financial Conduct Authority.
Takeover Code. 16.1 Nothing in this Agreement shall in any way limit the parties’ obligations under the Code, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this Agreement shall take precedence over such terms of this Agreement.
16.2 Nothing in this Agreement shall oblige Randgold or the Randgold Directors to recommend a Take-over Offer or a Scheme proposed by Barrick or any member of the Barrick Group.
16.3 Without prejudice to the representations and warranties given by the parties pursuant to clause 17.1, nothing in this Agreement shall be taken to restrict the directors of any member of the Barrick Group or the Randgold Group from complying with Law, orders of court or regulations, including the Code, the Listing Rules and the rules and regulations of the Panel and the UK Listing Authority.
16.4 The parties agree that, if the Panel determines that any provision of this Agreement that requires Randgold to take or not to take action, whether by direct obligation or a condition to any other person’s obligation (howsoever expressed), is not permitted by Rule 21.2 of the Code, such provision shall have no effect and shall be disregarded.
16.5 The parties agree that the Confidentiality Agreement continues to apply in full save that it shall be deemed to be amended by the parties to the extent necessary to permit Randgold to make any public announcement referred to in Rule 2.3(d) of the Code.
Takeover Code. 10.1 Nothing in this agreement shall in any way limit the parties' obligations under the Code, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this agreement shall take precedence over such terms of this agreement.
10.2 The parties agree that, if the Panel determines that any provision of this agreement that requires Augean to take or not to take any action, whether as a direct obligation or as a condition to any other person's obligation (however expressed), is not permitted by Rule
Takeover Code. The CMS Concert Party acknowledge their position under the Takeover Code and in particular that the following matter which requires the prior consultation with and clearance of the Panel otherwise the relevant member of the CMS Concert Party may be required to make a general offer to all the remaining Shareholders of the Company to acquire their shares:-
(a) the acquisition by a single member of the CMS Concert Party of an interest in shares in the Company (including by way of a transfer of such shares from another member of the CMS Concert Party) sufficient to increase that persons holding to 30 per cent. or more of the Company’s voting rights, or if he already holds more than 30 per cent. but less than 50 per cent. an acquisition which increases his shareholdings in the Company.
Takeover Code. 10.1 Nothing in this Agreement shall in any way limit the parties’ obligations under the Code, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this Agreement shall take precedence over such terms of this Agreement.
10.2 The parties agree that, if the Panel determines that any provision of this Agreement that requires Spire to take or not to take any action, whether as a direct obligation or as a condition to any other person’s obligation (however expressed), is not permitted by Rule
Takeover Code. 8.1 Nothing in this Agreement shall in any way limit the Parties' obligations under the Code and any other applicable Law, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this Agreement shall take precedence over such terms of this Agreement.
8.2 The Parties agree that, if the Panel determines that any provision of this Agreement that requires IDS to take or not to take any action, whether as a direct obligation or as a condition to any other person's obligations (however expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded.
8.3 Nothing in this Agreement shall oblige:
(a) IDS to pay an amount which the Panel determines would not be permitted under Rule 21.2 of the Code; or
(b) IDS or the IDS Directors to recommend a Takeover Offer or a Scheme proposed by PerkinElmer or any member of the PerkinElmer Group.
8.4 Without prejudice to the representations and warranties given by the Parties pursuant to clause 7 above, nothing in this Agreement shall be taken to restrict the directors of any member of the IDS Group or the PerkinElmer Group f rom complying with Laws, orders of court or regulations, including the Code, the AIM Rules for Companies and the rules and regulations of the Panel, the UK Listing Authority, the US Securities and Exchange Commission and the New York Stock Exchange. LIB01/KERGUY/6851945.3 Xxxxx Lovells
Takeover Code. 10.1 Nothing in this Agreement shall in any way limit the parties' obligations (or the obligations of the parties' respective boards of directors or other members of their respective groups) under the Code, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this Agreement shall take precedence over such terms of this Agreement.
10.2 The parties agree that, if the Panel determines that any provision of this Agreement that requires Sanne to take or not to take any action, whether as a direct obligation or as a condition to any other person's obligation (however expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded.
10.3 Nothing in this Agreement shall oblige Sanne or the Sanne Directors (or any of them) to recommend a Takeover Offer or a Scheme proposed by Apex or any member of its Group.
10.4 Without prejudice to the representations and warranties given by the parties pursuant to clause 11, nothing in this Agreement shall be taken to restrict the directors of Apex or the directors of any member of the Sanne Group from complying with their duties under Law, orders of court or regulations, including the Code and the rules and regulations of the Panel and the FCA.
Takeover Code. 10.1 Nothing in this Agreement shall in any way limit the parties' obligations under the Code, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this Agreement shall take precedence over such terms of this Agreement.
10.2 The parties agree that, if the Panel determines that any provision of this Agreement that requires Earthport to take or not to take any action, whether as a direct obligation or as a condition to any other person's obligation (however expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded.
10.3 Nothing in this Agreement shall oblige Earthport or the Earthport Directors to recommend the Offer or a Scheme proposed by Bidco or any member of its Group.
10.4 Without prejudice to the representations and warranties given by the parties pursuant to Clause 11, nothing in this Agreement shall be taken to restrict the directors of any member of the Bidco Group or the Earthport Group from complying with Law, orders of court or regulations, including the Code, the AIM Rules and the rules and regulations of the Panel.
