Common use of Trading and Other Restrictions Clause in Contracts

Trading and Other Restrictions. (a) Syngenta is aware and acknowledges that, as from the execution of this Agreement, it and all other members of the Syngenta Group and other Affiliates are or may be deemed to be acting in concert with ChemChina, BidCo and their Affiliates with respect to the Offer, in accordance with article 11 Takeover Ordinance. (b) Syngenta agrees, at all times from the date of execution of this Agreement until (and including) the day falling six months after the end of the Additional Acceptance Period, to comply, and to procure that all of its Subsidiaries and other Affiliates comply, with the obligations set forth in article 12(1) Takeover Ordinance, including without limitation to refrain, and to procure that all of its Subsidiaries and other Affiliates refrain, from doing anything that could trigger the best price rule pursuant to articles 12(1)(b) and 10 Takeover Ordinance. Syngenta, among other things, shall, and shall procure and establish appropriate instructions or agreements to procure that its Subsidiaries and its and its Subsidiaries’ Representatives and other Affiliates shall, refrain from doing anything which may result in an obligation of ChemChina, BidCo or any other Person that may be deemed acting in concert with them, including Syngenta and its Subsidiaries, to increase the Offer Price or otherwise change the Offer Price or other terms of the Offer. (c) Without limitation to the generality of the foregoing, Syngenta shall not, and shall procure that neither its Subsidiaries, nor any Person on its or their behalf, shall, from the date of the execution of this Agreement until (and including) the day falling six months after the end of the Additional Acceptance Period, without the prior consent of ChemChina (which shall not be unreasonably withheld; it being understood that a request by ChemChina to obtain a prior valid and binding ruling from the Swiss takeover authorities that such action or transaction is compliant with the best price rule, shall not be deemed unreasonable; it being further understood that, after having obtained such ruling, ChemChina will agree to purchases of Shares if and to the extent required to meet obligations under the Equity Plans, in accordance with Article 3.7(b), this Article 4.1 and Article 6 and the respective Equity Plan regulations, unless such an agreement would have any negative impact on the Offer), except as set forth in Article 6: (i) acquire or pay, or agree to acquire or pay for, any Shares or other equity securities of Syngenta or any financial instruments or rights relating, in any manner whatsoever, to the Shares or other equity securities of Syngenta (including, for the avoidance of doubt, financial instruments or rights providing for cash settlement only); or (ii) change or amend or agree to change or amend any of the terms and conditions of the Equity Plans or the options or rights granted thereunder or under any other participation plan or arrangement, grant any new options or rights under such Equity Plans or establish any new option, share or other equity-based compensation or participation or similar plan or arrangement with respect to Shares or other equity securities of Syngenta or any of its Subsidiaries, or agree to or perform any cash settlement or repurchase of any such options or rights. Transaction Agreement between ChemChina, CNAC and Syngenta 17 | 34 (d) Effective as of the execution of this Agreement, Syngenta shall procure that its share buy-back program and any market making or similar arrangements are suspended, except with the prior written consent of ChemChina from time to time. At all times from the date of the execution of this Agreement until (and including) the day falling six months after the end of the Additional Acceptance Period, Syngenta shall not permit its existing share buy-back program or similar arrangements to be reactivated, nor initiate, enter into or communicate any new share buy-back program or similar arrangement without the prior written consent of ChemChina. To the extent ChemChina approves any buy-backs of Shares in accordance with this Article 4.1(d), such buy-backs shall exclusively be at a price below the Offer Price and comply with all reporting obligations under share ownership disclosure and takeover regulations. (e) Prior to the First Settlement, Syngenta (acting through its Compensation Committee) shall take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement that has been, or after the date of this Agreement will be, entered into by Syngenta or any of its Subsidiaries with current or future directors, officers, employees or other service providers of Syngenta or any of its Subsidiaries and to ensure that any such arrangements fall within the non-exclusive safe harbor provisions of such rule.

Trading and Other Restrictions. (a) Syngenta is Borrowers collectively own all Collateral free and clear of Liens, other than Permitted Liens. Borrowers have not made nor consented to, nor are Borrowers aware and acknowledges thatof, as from any registrations, filings or recordations in any jurisdiction evidencing a security interest in the execution Collateral or any other assets of this AgreementBorrowers, it and all other members including the filing of the Syngenta Group a register of mortgages, charges and other Affiliates are encumbrances or may be deemed to be acting in concert with ChemChinafilings of UCC-1 financing statements, BidCo and their Affiliates other than with respect to Liens granted to Applicable Lenders under the Offer, in accordance with article 11 Takeover OrdinanceMargin Loan Documentation. (b) Syngenta agreesBorrower 1 (or its Affiliates) acquired and paid the full purchase price for the CDAY Shares which are Collateral Shares on or before April 30, 2018 and has continuously owned such Collateral Shares since it acquired them and the holding period (as determined in accordance with Rule 144) of such Borrower as to such Collateral Shares (in the hands of such Borrower and in the hands of any Applicable Lender exercising its remedies under the Margin Loan Documentation) began on (i) such date or (ii) solely with respect to such Collateral Shares in the hands of an Applicable Lender and solely (A) at all times from any time during which the date Guarantee Agreement will not be enforced pursuant to the proviso to Section 1.08 of execution of this the Guarantee Agreement until or (and includingB) the day falling six months after the end Guarantee Termination Date, the Closing Date. Borrower 2 (or its Affiliates) acquired and paid the full purchase price for the DNB Shares which are Collateral Shares on or before July 31, 2019 and has continuously owned such Collateral Shares since it acquired them and the holding period (as determined in accordance with Rule 144) of such Borrower as to such Collateral Shares (in the hands of such Borrower and in the hands of any Applicable Lender exercising its remedies under the Margin Loan Documentation) began on (x) such date or (y) solely with respect to such Collateral Shares in the hands of an Applicable Lender and solely (A) at any time during which the Guarantee Agreement will not be enforced pursuant to the proviso to Section 1.08 of the Additional Acceptance PeriodGuarantee Agreement or (B) after the Guarantee Termination Date, to comply, and to procure that all of its Subsidiaries and other Affiliates comply, with the obligations set forth in article 12(1) Takeover Ordinance, including without limitation to refrain, and to procure that all of its Subsidiaries and other Affiliates refrain, from doing anything that could trigger the best price rule pursuant to articles 12(1)(b) and 10 Takeover Ordinance. Syngenta, among other things, shall, and shall procure and establish appropriate instructions or agreements to procure that its Subsidiaries and its and its Subsidiaries’ Representatives and other Affiliates shall, refrain from doing anything which may result in an obligation of ChemChina, BidCo or any other Person that may be deemed acting in concert with them, including Syngenta and its Subsidiaries, to increase the Offer Price or otherwise change the Offer Price or other terms of the OfferClosing Date. (c) Without limitation to the generality of the foregoing, Syngenta shall not, and shall procure that neither its Subsidiaries, nor any Person on its or their behalf, shall, from the date of the execution of this Agreement until (and including) the day falling six months after the end of the Additional Acceptance Period, without the prior consent of ChemChina (which shall not be unreasonably withheld; it being understood that a request by ChemChina to obtain a prior valid and binding ruling from the Swiss takeover authorities that such action or transaction is compliant with the best price rule, shall not be deemed unreasonable; it being further understood that, after having obtained such ruling, ChemChina will agree to purchases of The Collateral Shares if and to the extent required to meet obligations under the Equity Plans, in accordance with Article 3.7(b), this Article 4.1 and Article 6 and the respective Equity Plan regulations, unless such an agreement would have any negative impact on the Offer), except as set forth in Article 6: (i) acquire or payare not subject to any Transfer Restrictions, or agree to acquire or pay forother than CDAY Existing Transfer Restrictions and the DNB Existing Transfer Restrictions, any Shares or other equity securities of Syngenta or any financial instruments or rights relating, in any manner whatsoever, to the Shares or other equity securities of Syngenta (including, for the avoidance of doubt, financial instruments or rights providing for cash settlement only); or (ii) change do not contain any legends on the certificates therefor or amend other similar types of restrictions on such Collateral Shares, and do not require any opinions from Issuers’ counsel or agree to change or amend any of the terms and conditions of the Equity Plans other documentation or the options removal of any “stop transfer order” prior to the sale of such Collateral Shares and (iii) are not subject to any shareholders agreement, investor rights agreements or rights granted thereunder or under any other participation plan similar agreements or arrangement, grant any new options or rights under such Equity Plans or establish any new option, share voting or other equitycontractual restrictions other than the DNB Voting Agreement, the DNB Lock-based compensation or participation or similar plan or arrangement with respect to Shares or other equity securities of Syngenta or any of its SubsidiariesUp Agreement, or agree to or perform any cash settlement or repurchase of any such options or rights. Transaction the DNB Stock Purchase Agreement, the DNB Registration Rights Agreement between ChemChina, CNAC and Syngenta 17 | 34the CDAY Registration Rights Agreement. (d) Effective as Each Advance contemplated hereunder is entered into by Borrowers in good faith and at arm’s length and is a bona fide loan. Such Advance is not entered into with an expectation that any Borrower would default in its obligations thereunder. The Lien created under the Margin Loan Documentation (including without limitation, the pledge of the execution of this AgreementCollateral Shares) is a bona fide pledge to secure Borrowers’ obligations under the Margin Loan Documentation, Syngenta shall procure that its share buy-back program and any market making or similar arrangements are suspended, except with which obligations provide for full recourse to Guarantor under the prior written consent of ChemChina from time to time. At all times from the date of the execution of this Guarantee Agreement until (and including) the day falling six months after the end of the Additional Acceptance Period, Syngenta shall not permit its existing share buy-back program or similar arrangements to be reactivated, nor initiate, enter into or communicate any new share buy-back program or similar arrangement without the prior written consent of ChemChina. To the extent ChemChina approves any buy-backs of Shares in accordance with this Article 4.1(d), such buy-backs shall exclusively be at a price below the Offer Price and comply with all reporting obligations under share ownership disclosure and takeover regulations. (e) Prior to terms of the First Settlement, Syngenta (acting through its Compensation Committee) shall take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement that has been, or after the date of this Agreement will be, Guarantee Agreement. Such Margin Loan Documentation is not entered into by Syngenta or any Borrowers with the intent of its Subsidiaries with current or future directors, officers, employees or other service providers facilitating a disposition of Syngenta or any of its Subsidiaries and the Shares subject to ensure that any such arrangements fall within the non-exclusive safe harbor provisions of such ruleMargin Loan Documentation.

Trading and Other Restrictions. (a) Syngenta The Company is aware and acknowledges that, as from the execution of this Agreement, it and all other members of the Syngenta Target Group and other Affiliates are or may be deemed to be acting in concert with ChemChina, BidCo the Bidder and their any of its Affiliates (including the Offeror) with respect to the Offer, Offer in accordance with article 11 Takeover Ordinance. (b) Syngenta The Company agrees, at all times from (and including) the date of execution of this Agreement until (and including) the day falling six (6) months after the end of the Additional Acceptance additional acceptance period of the Offer (such period, the Restricted Period), to comply, and to procure that all of its Subsidiaries and other Affiliates comply, with the obligations set forth in article 12(1) Takeover Ordinance, including without limitation to refrain, and to procure that all of its Subsidiaries and other Affiliates refrain, from doing anything that could trigger the best price rule pursuant to articles article 12(1)(b) and article 10 Takeover Ordinance. Syngenta, among other things, The Company shall, and shall procure and establish appropriate instructions or agreements to procure that its Subsidiaries Affiliates will and shall instruct the Company's and its and its Subsidiaries’ Affiliates' Representatives and other Affiliates shallto, refrain from doing anything which may result in an obligation of ChemChinathe Bidder, BidCo the Offeror or any other Person that may be deemed acting in concert with themPerson, including Syngenta the Company and its SubsidiariesAffiliates, to increase the Offer Price or otherwise change the Offer Price or other terms of the OfferPrice. (c) Without limitation to limiting the generality of Section 4.2(b), the foregoing, Syngenta Company shall not, and shall procure that neither its Subsidiaries, Affiliates nor any Person on its or their behalfbehalf will, shall, from during the date of the execution of this Agreement until (and including) the day falling six months after the end of the Additional Acceptance Restricted Period, without the prior written consent of ChemChina (which shall not be unreasonably withheld; it being understood that a request by ChemChina to obtain a prior valid and binding ruling from the Swiss takeover authorities that such action or transaction is compliant with the best price rule, shall not be deemed unreasonable; it being further understood that, after having obtained such ruling, ChemChina will agree to purchases of Shares if and to the extent required to meet obligations under the Equity Plans, in accordance with Article 3.7(b), this Article 4.1 and Article 6 and the respective Equity Plan regulations, unless such an agreement would have any negative impact on the Offer), except as set forth in Article 6Bidder: (i) acquire or payacquire, or agree to acquire or pay foracquire, any Shares shares (including Shares), other equity or equity-linked securities, options, warrants, conversion rights or other equity securities of Syngenta or any financial instruments or rights relating, for securities in any manner whatsoever, to the Shares or other equity securities of Syngenta Company (including, for the avoidance of doubt, derivatives, financial instruments or rights providing for cash settlement only); or (ii) change or amend or agree to change or amend any of the terms and conditions of the Equity Incentive Plans or the options rights or rights awards granted thereunder or under any other participation plan or arrangement, grant any new options or rights under such Equity Plans or establish or agree to any new option, share or other equity-based compensation or participation or similar plan or arrangement with respect to Shares or other equity securities of Syngenta or any of its Subsidiariesarrangement, or agree to or perform any cash settlement or repurchase of any such options rights or rights. Transaction Agreement between ChemChinaawards, CNAC and Syngenta 17 | 34except as set forth in Section 6. (d) Effective as of the execution of this Agreement, Syngenta the Company shall procure that its any share buy-back program programs and any market making or similar arrangements are suspended, except with the prior written consent of ChemChina from time to time. At all times from during the date of the execution of this Agreement until (and including) the day falling six months after the end of the Additional Acceptance Restricted Period, Syngenta the Company shall not permit its existing any share buy-back program programs or similar arrangements to be reactivated, nor initiate, resolve on, enter into or communicate any new share buy-back program or similar arrangement without the prior written consent of ChemChinathe Bidder or the Offeror. To the extent ChemChina approves any buy-backs of Shares in accordance with this Article 4.1(d), such buy-backs shall exclusively be at a price below the Offer Price Transaction Agreement between Liberty Global plc and comply with all reporting obligations under share ownership disclosure and takeover regulations. (e) Prior to the First Settlement, Syngenta (acting through its Compensation Committee) shall take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement that has been, or after the date of this Agreement will be, entered into by Syngenta or any of its Subsidiaries with current or future directors, officers, employees or other service providers of Syngenta or any of its Subsidiaries and to ensure that any such arrangements fall within the non-exclusive safe harbor provisions of such rule.Sunrise Communications Group AG 13 | 39