Common use of Irrevocable Undertaking Clause in Contracts

Irrevocable Undertaking. In accordance with and subject to the terms and conditions to be set out in the Announcement, the Covenantor irrevocably and unconditionally undertakes that it shall: (a) accept, or procure to accept, the Share Offer in respect of the IU Shares by 1.00 p.m. on the seventh (7th) business day after the Despatch Date in accordance with the procedure for acceptance set out in the Offer Document, and in the case of the Shares acquired after the Despatch Date, within three business days after such acquisition; (b) not, or procure not to, withdraw any acceptance of the Share Offer in respect of the Relevant Shares or any of them and procure that no rights to withdraw any acceptance in respect of such Shares are exercised; (c) exercise (or procure the exercise of) the voting rights attached to the Relevant Shares on any resolution which would assist the implementation of the Offers in accordance with the Offeror’s instructions; (d) exercise, or procure the exercise of, all voting rights attached to the Relevant Shares, either in person or via a validly appointed proxy, to vote in favour of all resolutions necessary or desirable to approve or otherwise ensure the success of the Offers and related matters proposed at any general meeting of the Company, or at any adjournment of any such meeting and, unless the Offeror directs otherwise, against any resolution or proposal which (i) might prevent or delay implementation of the Offers, or (ii) purports to approve or give effect to a proposal by a Person other than the Offeror, to acquire (or have issued to it) any Shares (whether by way of offer, scheme of arrangement or otherwise) or any material assets of the Company or to privatise or delist the Company, and ensure that any such executed forms of proxy are received by the Company’s registrars not later than the deadline(s) for receipt of proxies by the registrars for such general meeting; and (e) not, or procure not to, revoke or withdraw the terms of any proxy submitted in accordance with Clause 2(d) above or submit any new form of proxy or other voting instructions, either in writing or by attendance at any general meeting of the Company or otherwise.

Irrevocable Undertaking. In accordance with and subject to the terms and conditions to be set out in the Announcement, each of the Covenantor Covenantors irrevocably and unconditionally undertakes that it shall: (a) accept, or procure to accept, the Share Offer in respect of the IU Shares by 1.00 p.m. on the seventh third (7th3rd) business day after the Despatch Date in accordance with the procedure for acceptance set out in the Offer Document, and in the case of the Shares acquired after the Despatch Date, within three two business days after such acquisition; (b) not, or procure not to, withdraw any acceptance of the Share Offer in respect of the Relevant Shares or any of them and procure that no rights to withdraw any acceptance in respect of such Shares are exercised; (c) exercise (or procure the exercise of) the voting rights attached to the Relevant Shares on any resolution which would assist the implementation of the Offers in accordance with the Offeror’s reasonable instructions; (d) exercise, or procure the exercise of, all voting rights attached to the Relevant Shares, either in person or via a validly appointed proxy, to vote in favour of all resolutions reasonably necessary or desirable to approve or otherwise ensure the success of the Offers and related matters proposed at any general meeting of the Company, or at any adjournment of any such meeting and, unless the Offeror directs otherwise, against any resolution or proposal which (i) might prevent or delay implementation of the Offers, or (ii) purports to approve or give effect to a proposal by a Person other than the Offeror, to acquire (or have issued to it) any Shares (whether by way of offer, scheme of arrangement or otherwise) or any material assets of the Company or to privatise or delist the Company, and ensure that any such executed forms of proxy are received by the Company’s registrars not later than the deadline(s) for receipt of proxies by the registrars for such general meeting; and; (e) not, or procure not to, revoke or withdraw the terms of any proxy submitted in accordance with Clause 2(d) above or submit any new form of proxy or other voting instructions, either in writing or by attendance at any general meeting of the Company or otherwise.; and (f) with respect to Berkeley Asset only, (i) accept or procure to accept the CB Offer in respect of the IU Convertible Bonds by 1.00 p.m. on the third (3rd) business day after the Despatch Date in accordance with the procedure for acceptance set out in the Offer Document;