IRREVOCABLE UNDERTAKING This irrevocable undertaking (this “Undertaking”) is made on 8 April 2015 BETWEEN: Offeror and Shareholder are hereinafter collectively referred to as the “Parties” and individually as a “Party”. BACKGROUND: IT IS AGREED as...Irrevocable Undertaking • April 9th, 2015 • Infinera Corp • Telephone & telegraph apparatus
Cent Hurdle”) and which is recommended by the Board of Directors of the Company (a “Superior Offer”), and provided that the Offeror has not publicly announced an increased Offer that is recommended by the Board of Directors of the Company (“Increased Offer”) no later than on the date preceding the last day of the acceptance period (excluding any extension of it) under the Superior Offer (the “Right to Match”), then this Undertaking shall lapse and the Shareholder shall be entitled to withdraw any acceptance of the Offer and accept the Superior Offer. In case an Increased Offer is made and the Superior Offer is thereafter increased to exceed the Increased Offer and such increased Superior Offer is recommended by the Board of Directors of the Company (an “Increased Superior Offer”), and provided that the Offeror does not exercise its Right to Match, then this Undertaking shall lapse and the Shareholder shall be entitled to withdraw any acceptance of offer and accept the increased Superio
HOLDING AGREEMENTHolding Agreement • April 9th, 2015 • Infinera Corp • Telephone & telegraph apparatus • Delaware
