Common use of Takeover Code Clause in Contracts

Takeover Code. 16.1 Nothing in this Agreement shall in any way limit the parties’ obligations under the Code, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this Agreement shall take precedence over such terms of this Agreement. 16.2 Nothing in this Agreement shall oblige Randgold or the Randgold Directors to recommend a Take-over Offer or a Scheme proposed by Barrick or any member of the Barrick Group. 16.3 Without prejudice to the representations and warranties given by the parties pursuant to clause 17.1, nothing in this Agreement shall be taken to restrict the directors of any member of the Barrick Group or the Randgold Group from complying with Law, orders of court or regulations, including the Code, the Listing Rules and the rules and regulations of the Panel and the UK Listing Authority. 16.4 The parties agree that, if the Panel determines that any provision of this Agreement that requires Randgold to take or not to take action, whether by direct obligation or a condition to any other person’s obligation (howsoever expressed), is not permitted by Rule 21.2 of the Code, such provision shall have no effect and shall be disregarded. 16.5 The parties agree that the Confidentiality Agreement continues to apply in full save that it shall be deemed to be amended by the parties to the extent necessary to permit Randgold to make any public announcement referred to in Rule 2.3(d) of the Code.

Takeover Code. 16.1 12.1 Nothing in this Agreement shall in any way limit the parties’ obligations under the Code, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this Agreement shall take precedence over such terms of this Agreement. 16.2 12.2 Nothing in this Agreement shall oblige Randgold RhythmOne or the Randgold RhythmOne Directors to recommend a Take-over Takeover Offer or a Scheme proposed by Barrick Taptica or any member of the Barrick Taptica Group. 16.3 12.3 Without prejudice to the representations and warranties given by the parties pursuant to clause 17.1Clause 13.1, nothing in this Agreement shall be taken to restrict the directors of any member of the Barrick Taptica Group or the Randgold RhythmOne Group from complying with Law, orders of court or regulations, including the Code, the Listing Rules AIM Rules, and the rules and regulations of the Panel and the UK Listing Authority.London Stock Exchange 16.4 12.4 The parties agree that, if the Panel determines that any provision of this Agreement that requires Randgold RhythmOne to take or not to take action, whether by direct obligation or a condition to any other person’s obligation (howsoever expressed), is not permitted by Rule 21.2 of the Code, such provision shall have no effect and shall be disregarded. 16.5 12.5 The parties agree that the Confidentiality Agreement continues to apply in full save that it shall be deemed to be amended by the parties to the extent necessary to permit Randgold RhythmOne to make any public announcement referred to in Rule 2.3(d) of the Code.