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Reading a sale and purchase agreement (2)

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3. CONDITIONS

3.1 Completion of the sale and purchase of the Shares in accordance with this agreement is subject to the Conditions set out in clause 3.3 being satisfied or waived by the date and time provided in clause 3.4.

3.2 If any of the Conditions is not satisfied or waived by the date and time referred to in clause 3.4, this agreement shall cease to have effect immediately after that date and time.

3.3 The following constitute the Conditions for the purposes of this agreement:

(a) the Buyer is satisfied that all unconditional clearances and approvals have been obtained from the competition authorities having jurisdiction over the sale and purchase of the Shares in accordance with this agreement and to which notification of such is mandatory under applicable merger control laws1

(b) the Buyer is satisfied that any and all required consents under any of the Material Agreements to the change of control of the Company and any of its Subsidiaries have been obtained on terms and conditions acceptable to the Buyer;

(c) the passing at a general meeting of the Buyer of resolutions in the form acceptable to the Seller;

(d) the passing at a general meeting of the Seller of resolutions in the form acceptable to the Buyer; and

(e) no change has occurred in respect of the Company that has resulted in a Material Adverse Change.

3.4 The Seller and the Buyer shall use all reasonable endeavours2 to procure that the Conditions are satisfied as soon as practicable and in any event no later than 31 December 20– or such later time and date as may be agreed in writing by the Seller and the Buyer.

3.5 The Buyer and the Seller shall cooperate fully in all actions necessary to procure the satisfaction of the Conditions.

1 US Federal Trade Commission clearance; FTC clearance; antitrust clearance; antitrust laws
2 US reasonable efforts

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