Common use of Terms of the Scheme Clause in Contracts

Terms of the Scheme. The Borrower will ensure that (A) any variation of the terms and conditions of the Scheme Circular from the terms and conditions of the Scheme Press Announcement and (B) any amendment or waiver of any terms and conditions in the Scheme or any Scheme Document shall not, in each case of clauses (A) and (B), be materially adverse to the interests of the Lenders in their capacities as such, taken as a whole, unless the Administrative Agent (but not any Lender) has approved such variation, amendment or waiver in writing (which approval may be in the form of an email confirmation from the Administrative Agent (or its counsel on its behalf) and shall not be unreasonably withheld, delayed or conditioned) or such variations, amendments or waivers are required by the Takeover Panel, the Takeover Rules, the SEC or the High Court or under any applicable law or regulation; provided that the Borrower shall not increase the Cash Consideration for the Allergan Shares pursuant to the Scheme from the Cash Consideration set forth in the Transaction Agreement as in effect on the Effective Date; except that (x) an increase of Cash Consideration by less than 10% shall be permitted (and any increase in the Cash Consideration for the Allergan Shares by 10% or more shall require the consent of the Administrative Agent (but not any Lender)) and (y) any increase in Cash Consideration is permitted to the extent such increase is funded entirely (directly or indirectly) by the subscription for Equity Interests in the Borrower, or by the incurrence of any Debt that would not constitute a Debt Issuance, or cash on hand at the Borrower or any member of the Consolidated Group and any increase in any non-cash consideration shall not be deemed to be adverse to the interests of the Lenders.

Terms of the Scheme. The Borrower will ensure that (A) any variation of the terms and conditions of the Scheme Circular from the terms and conditions of the Agreed Form of Scheme Press Announcement delivered to the Administrative Agent on the Effective Date and (B) any amendment or waiver of any terms and conditions in the Scheme or any Scheme Document shall not, in each case of clauses (A) and (B), be materially adverse to the interests of the Lenders in their capacities as such, taken as a whole, unless the Administrative Agent (but not any Lender) has approved such variation, amendment or waiver in writing (which approval may be in the form of an email confirmation from the Administrative Agent (or its counsel on its behalf) and shall not be unreasonably withheld, delayed or conditioned) or such variations, amendments or waivers are required by the Takeover Panel, the Takeover Rules, the SEC or the High Court or under any applicable law or regulation; provided that the Borrower shall not increase the Cash Consideration for the Allergan Shares pursuant to the Scheme from the Cash Consideration set forth in the Transaction Agreement as in effect on the Effective Date; except that (x) an increase of Cash Consideration by less than 10% shall be permitted (and any increase in the Cash Consideration for the Allergan Shares by 10% or more shall require the consent of the Administrative Agent (but not any Lender)) and (y) any increase in Cash Consideration is permitted to the extent such increase is funded entirely (directly or indirectly) by the subscription for Equity Interests in the Borrower, or by the incurrence of any Debt that would not constitute a Debt Issuance, or cash on hand at the Borrower or any member of the Consolidated Group and any increase in any non-cash consideration shall not be deemed to be adverse to the interests of the Lenders.

Terms of the Scheme. The Borrower will ensure that (A) any variation of the terms and conditions of either the Transaction Agreement or the Scheme Circular from the terms and conditions of the Agreed Form of Scheme Press Announcement (or Transaction Agreement) delivered to the Administrative Agent on the Effective Date and (B) any amendment or waiver of any terms and conditions in the Scheme or any Scheme Document or the Transaction Agreement shall not, in each case of clauses (A) and (B), be materially adverse to the interests of the Lenders Banks in their capacities as such, taken as a whole, unless the Administrative Agent (but not any LenderBank) has approved such variation, amendment or waiver in writing (which approval may be in the form of an email confirmation from the Administrative Agent (or its counsel on its behalf) and shall not be unreasonably withheld, delayed or conditioned) or such variations, amendments or waivers are required by the Takeover Panel, the Takeover Rules, the SEC Securities and Exchange Commission or the High Court or under any applicable law or regulation; provided that the Borrower shall not increase the Cash Consideration cash consideration for the Allergan Target Shares pursuant to the Scheme from the Cash Consideration cash consideration set forth in the Transaction Agreement as in effect on the Effective Date; except that (x) an increase of Cash Consideration cash consideration by less than 10% shall be permitted (and any increase in the Cash Consideration cash consideration for the Allergan Target Shares by 10% or more shall require the consent of the Administrative Agent (but not any LenderBank)) and ), (y) any increase in Cash Consideration cash consideration is permitted to the extent such increase is funded entirely (directly or indirectly) by the subscription for Equity Interests in the Borrower, or by the incurrence of any Debt Indebtedness that would not constitute a Debt Issuance, or cash on hand at the Borrower or any member of the Consolidated Group and any increase in any non-cash consideration shall not be deemed not to be adverse to the interests of the LendersBanks, and (z) any extension to the End Date (as defined in the Transaction Agreement) to a date falling not later than the Long Stop Date shall be deemed not to be adverse to the interests of the Banks.

Terms of the Scheme. The Borrower will ensure that (A) any variation of the terms and conditions of either the Transaction Agreement or the Scheme Circular from the terms and conditions of the Scheme Press Announcement (or Transaction Agreement) and (B) any amendment or waiver of any terms and conditions in the Scheme or any Scheme Document or the Transaction Agreement shall not, in each case of clauses (A) and (B), be materially adverse to the interests of the Lenders Banks in their capacities as such, taken as a whole, unless the Administrative Agent (but not any LenderBank) has approved such variation, amendment or waiver in writing (which approval may be in the form of an email confirmation from the Administrative Agent (or its counsel on its behalf) and shall not be unreasonably withheld, delayed or conditioned) or such variations, amendments or waivers are required by the Takeover Panel, the Takeover Rules, the SEC Securities and Exchange Commission or the High Court or under any applicable law or regulation; provided that the Borrower shall not increase the Cash Consideration cash consideration for the Allergan Target Shares pursuant to the Scheme from the Cash Consideration cash consideration set forth in the Transaction Agreement as in effect on the Effective Date; except that (x) an increase of Cash Consideration cash consideration by less than 10% shall be permitted (and any increase in the Cash Consideration cash consideration for the Allergan Target Shares by 10% or more shall require the consent of the Administrative Agent (but not any LenderBank)) and ), (y) any increase in Cash Consideration cash consideration is permitted to the extent such increase is funded entirely (directly or indirectly) by the the‌ subscription for Equity Interests in the Borrower, or by the incurrence of any Debt Indebtedness that would not constitute a Debt Issuance, or cash on hand at the Borrower or any member of the Consolidated Group and any increase in any non-cash consideration shall not be deemed not to be adverse to the interests of the LendersBanks, and (z) any extension to the End Date (as defined in the Transaction Agreement) to a date falling not later than the Long Stop Date shall be deemed not to be adverse to the interests of the Banks.

Terms of the Scheme. The Borrower will ensure that (A) any variation of the terms and conditions of either the Transaction Agreement or the Scheme Circular from the terms and conditions of the Scheme Press Announcement (or Transaction Agreement) and (B) any amendment or waiver of any terms and conditions in the Scheme or any Scheme Document or the Transaction Agreement shall not, in each case of clauses (A) and (B), be materially adverse to the interests of the Lenders Banks in their capacities as such, taken as a whole, unless the Administrative Agent (but not any LenderBank) has approved such variation, amendment or waiver in writing (which approval may be in the form of an email confirmation from the Administrative Agent (or its counsel on its behalf) and shall not be unreasonably withheld, delayed or conditioned) or such variations, amendments or waivers are required by the Takeover Panel, the Takeover Rules, the SEC Securities and Exchange Commission or the High Court or under any applicable law or regulation; provided that the Borrower shall not increase the Cash Consideration cash consideration for the Allergan Target Shares pursuant to the Scheme from the Cash Consideration cash consideration set forth in the Transaction Agreement as in effect on the Effective Date; except that (x) an increase of Cash Consideration cash consideration by less than 10% shall be permitted (and any increase in the Cash Consideration cash consideration for the Allergan Target Shares by 10% or more shall require the consent of the Administrative Agent (but not any LenderBank)) and ), (y) any increase in Cash Consideration cash consideration is permitted to the extent such increase is funded entirely (directly or indirectly) by the subscription for Equity Interests in the Borrower, or by the incurrence of any Debt Indebtedness that would not constitute a Debt Issuance, or cash on hand at the Borrower or any member of the Consolidated Group and any increase in any non-cash consideration shall not be deemed not to be adverse to the interests of the LendersBanks, and (z) any extension to the End Date (as defined in the Transaction Agreement) to a date falling not later than the Long Stop Date shall be deemed not to be adverse to the interests of the Banks.