Common use of Takeover Code Clause in Contracts

Takeover Code. 11.1 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. 11.2 The parties agree that, if the Panel determines that any provision of this agreement that requires Condor Gold to take or not to take any action, whether as a direct obligation or as a condition to any other person’s obligation (however expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded. 11.3 Nothing in this Agreement shall oblige Condor Gold to pay any amount in damages which the Panel determines would not be permitted by Rule 21.2 of the Code. 11.4 Nothing in this agreement shall oblige Condor Gold or the Condor Gold Directors to recommend any Takeover Offer or any Scheme proposed by MTL or any member of its Group. 11.5 Without prejudice to the representations and warranties given by the parties pursuant to clause 12, nothing in this agreement shall be taken to restrict the directors of any member of the Condor Gold Group or the MTL Group from complying with Law, orders of court or regulations, including the Code, any applicable Canadian securities laws, the AIM Rules and the rules and regulations of the Panel, the Financial Conduct Authority and the Toronto Stock Exchange.