Common use of Takeover Code Clause in Contracts

Takeover Code. 8.1 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. 8.2 The Parties agree that, if the Panel determines that any provision of this Agreement that requires Artilium to take or not to take any action, whether as a direct obligation or as a condition to any other person's obligations (however expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded. 8.3 Nothing in this Agreement shall oblige: (a) Artilium to pay an amount in damages which the Panel determines would not be permitted under Rule 21.2 of the Code; or (b) Artilium or the Artilium Directors to recommend a Takeover Offer or a Scheme proposed by Pareteum or any member of the Pareteum Group. 8.4 Without prejudice to the representations and warranties given by the Parties pursuant to clause 7 above, nothing in this Agreement shall be taken to restrict the directors of any member of the Artilium Group or the Pareteum Group from complying with Laws, orders of court or regulations, including the Code, the AIM Rules for Companies and the rules and regulations of the Panel, the UK Listing Authority, the US Securities and Exchange Commission and NYSE American LLC.

Takeover Code. 8.1 Nothing in this Agreement shall in any way limit the Parties' obligations under the CodeCode and any other applicable Law, 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. 8.2 The Parties agree that, if the Panel determines that any provision of this Agreement that requires Artilium IDS to take or not to take any action, whether as a direct obligation or as a condition to any other person's obligations (however expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded. 8.3 Nothing in this Agreement shall oblige: (a) Artilium IDS to pay an amount in damages which the Panel determines would not be permitted under Rule 21.2 of the Code; or (b) Artilium IDS or the Artilium IDS Directors to recommend a Takeover Offer or a Scheme proposed by Pareteum PerkinElmer or any member of the Pareteum PerkinElmer Group. 8.4 Without prejudice to the representations and warranties given by the Parties pursuant to clause 7 above, nothing in this Agreement shall be taken to restrict the directors of any member of the Artilium IDS Group or the Pareteum PerkinElmer Group from f rom complying with Laws, orders of court or regulations, including the Code, the AIM Rules for Companies and the rules and regulations of the Panel, the UK Listing Authority, the US Securities and Exchange Commission and NYSE American LLC.the New York Stock Exchange. LIB01/KERGUY/6851945.3 ▇▇▇▇▇ Lovells