UNDERTAKING TO ACCEPT THE OFFER. 2.1 The Vendor irrevocably agrees and undertakes to accept, or procure the acceptance of, the Offer in respect of the Committed Shares.
2.2 The Vendor further irrevocably agrees and undertakes that he will procure that such acceptance is not withdrawn notwithstanding that such withdrawal may be permitted under the terms of the Offer.
2.3 The Vendor irrevocably and by way of security for his obligations hereunder appoints the Purchaser and any director of the Purchaser to be his attorney to sign, execute and deliver on his behalf forms of acceptance and any other document required for a valid acceptance of the Offer in respect of the Committed Shares and to do all acts and things in his name as may be necessary for or incidental to such acceptance.
2.4 The Vendor irrevocably agrees and undertakes to accept the Roll-over Proposal in respect of Committed Options with an Option Value representing not less than 45 per cent of the aggregate Option Value of all of the Committed Options, such acceptance to be made in respect of options which will vest later before acceptance is made in respect of options vesting sooner. For this purpose "Option Value" means in respect of an Option the difference between the exercise price for such Option and $20.
UNDERTAKING TO ACCEPT THE OFFER. 2.1 The Vendor irrevocably agrees and undertakes to accept, or procure the acceptance of, the Offer in respect of the Committed Shares.
2.2 The Vendor further irrevocably agrees and undertakes that he will procure that such acceptance is not withdrawn notwithstanding that such withdrawal may be permitted under the terms of the Offer.
2.3 The Vendor irrevocably and by way of security for his obligations hereunder appoints the Purchaser and any director of the Purchaser to be his attorney to sign, execute and deliver on his behalf forms of acceptance and any other document required for a valid acceptance of the Offer in respect of the Committed Shares and to do all acts and things in his name as may be necessary for or incidental to such acceptance.
UNDERTAKING TO ACCEPT THE OFFER. 2.1 The Vendor irrevocably agrees and undertakes to accept, or procure the acceptance of, the Offer in respect of the Committed Shares.
2.2 The Vendor further irrevocably agrees and undertakes that he will procure that such acceptance is not withdrawn notwithstanding that such withdrawal may be permitted under the terms of the Offer.
2.3 The Vendor irrevocably and by way of security for his obligations hereunder appoints the Purchaser and any director of the Purchaser to be his attorney to sign, execute and deliver on his behalf forms of acceptance and any other document required for a valid acceptance of the Offer in respect of the Committed Shares and to do all acts and things in his name as may be necessary for or incidental to such acceptance.
2.4 The Vendor irrevocably agrees and undertakes to accept the Roll-over Proposal in respect of Committed Options with an Option Value representing not less than 45 per cent of the aggregate Option Value of all of the Committed Options, such acceptance to be made in respect of options which will vest later before acceptance is made in respect of options vesting sooner. For this purpose "Option Value" means in respect of an Option the difference between the exercise price for such Option and $20. The Vendor further irrevocably agrees that the Rolled-over Options granted to him in respect of the rolling over of Committed Options with vesting conditions based on share prices less than the Offer Price will be deemed not to have vested but will vest in three equal tranches on January 1 of each of the years 2001, 2002 and 2003, except in the case of voluntary termination of the Vendor's employment with the Parent and its subsidiaries upon terms mutually satisfactory to Parent (or its relevant subsidiary) and the Vendor, set forth in a written agreement between Parent (or such subsidiary) and the Vendor, in which case the deferral of the vesting of the Rolled-over Options will automatically cease and such options will then vest.
UNDERTAKING TO ACCEPT THE OFFER.
3.1 Subject to the terms of this Undertaking, we irrevocably undertake to accept, or cause the registered holder to accept, the Offer in respect of all the Subject Shares. We understand that this undertaking will lapse only upon the occurrence of any of the events set out in Clause 10.1 of this Undertaking.
3.2 We agree that we will fulfil or will seek to procure the fulfilment of the undertaking set out in Clause 3.1 above after the despatch to Tungsten Shareholders of the Offer Document and in any event by no later than 3:00 pm on Day 54 of the Offer (being Day 53 (as such term is defined in the Code) plus one day) after the despatch to Tungsten Shareholders of the Offer Document by taking the following action:
(a) in the case of Subject Shares held in certificated form (if applicable), we will forward or procure the forwarding of all relevant share certificates and other documents of title in respect of the Subject Shares or a form of indemnity acceptable to the board of directors of Tungsten in respect of any lost certificates or other documents of title; and
(b) in the case of Subject Shares held in uncertificated form, by taking or procuring the taking of any action as may be specified in the Offer Document to effect acceptance in relation to such Subject Shares.
