Common use of UNDERTAKING TO ACCEPT THE OFFER Clause in Contracts

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Shares. 2.2 The Vendor further irrevocably agrees and undertakes that he will procure that such acceptance is not withdrawn notwithstanding that such withdrawal may be permitted under the terms of the Offer. 2.3 The Vendor irrevocably and by way of security for his obligations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.