Common use of OFFER TERMS Clause in Contracts

OFFER TERMS. (i) not increase the amount payable by it in respect of the Target Shares pursuant to the Offer or otherwise vary the consideration payable pursuant to the Offer without the prior written consent of the Lenders; (ii) not extend the Offer beyond 60 days from the date on which the Offer Document is posted; (iii) not take any action (and procure to the extent it is able that no person acting in concert with it takes any action) which will result in it becoming obliged to make an offer to shareholders in the Target under Rule 9 of the Code; (iv) not waive or amend any condition of the Offer (or exercise any discretion or give any consent under any Offer Document) except: (A) if required by the Panel, the Code, the Listing Rules of the Irish Stock Exchange Limited or any other applicable law or regulation with binding effect; (B) where the Panel will not allow the relevant condition to be invoked; or (C) with the prior written consent of the Facility Agent; (v) notwithstanding (iv) above, unless the Lenders otherwise agree, not declare the Offer unconditional as to acceptances until valid acceptances by shareholders of the Target have been received (and not, where permitted, withdrawn) in respect of an aggregate amount of not less than 80% of the shares to which the Offer relates; (vi) notwithstanding (iv) above, unless the Lenders otherwise agree, not declare the Offer unconditional in all respects until valid acceptances have been received (and not, where permitted, withdrawn) from not less than 75 per cent. of the holders of the shares to which the Offer relates calculated by reference to each of the following dates: (A) the date of despatch of the Offer Document to holders of the Shares in the Target to which the Offer relates; and (B) the date on which the condition requiring valid acceptances by shareholders of Target in respect of an aggregate amount of not less than 80 per cent. of the Shares to which the Offer relates is satisfied; and (C) the date on which the Offer ceases to be open for acceptance.

OFFER TERMS. (i) not increase the amount payable by it in respect of the Target Shares pursuant to the Offer or otherwise vary the consideration payable pursuant to the Offer without the prior written consent of the Mezzanine Lenders; (ii) not extend the Offer beyond 60 days from the date on which the Offer Document is posted; (iii) not take any action (and procure to the extent it is able that no person acting in concert with it takes any action) which will result in it becoming obliged to make an offer to shareholders in the Target under Rule 9 of the Code; (iv) not waive or amend any condition of the Offer (or exercise any discretion or give any consent under any Offer Document) except: (A) if required by the Panel, the Code, the Listing Rules of the Irish Stock Exchange Limited or any other applicable law or regulation with binding effect; (B) where the Panel will not allow the relevant condition to be invoked; or (C) with the prior written consent of the Mezzanine Facility Agent; (v) notwithstanding (iv) above, unless the Mezzanine Lenders otherwise agree, not declare the Offer unconditional as to acceptances until valid acceptances by shareholders of the Target have been received (and not, where permitted, withdrawn) in respect of an aggregate amount of not less than 80% of the shares to which the Offer relates; (vi) notwithstanding (iv) above, unless the Mezzanine Lenders otherwise agree, not declare the Offer unconditional in all respects until valid acceptances have been received (and not, where permitted, withdrawn) from not less than 75 per cent. of the holders of the shares to which the Offer relates calculated by reference to each of the following dates: (A) the date of despatch of the Offer Document to holders of the Shares in the Target to which the Offer relates; and (B) the date on which the condition requiring valid acceptances by shareholders of Target in respect of an aggregate amount of not less than 80 per cent. of the Shares to which the Offer relates is satisfied; and (C) the date on which the Offer ceases to be open for acceptance.