A Bidder may not require a shareholder as a term of his acceptance of an offer to appoint a proxy to vote in respect of his shares in the Target or to exercise any other rights or take any other action in relation to those shares unless the appointment is on the following terms, which must be set out in the offer document:
(a) the proxy may not vote, the rights may not be exercised and no other action may be taken unless the offer is wholly unconditional or, in the case of voting by the proxy, the resolution in question concerns the last remaining condition of the offer (other than any condition covered by Paragraph 23.10
) and the offer will become wholly unconditional (save, where relevant, for the satisfaction of any condition covered by Paragraph 23.10
) or lapse depending upon the outcome of that resolution;
(b) where relevant, the votes are to be cast as far as possible to satisfy any outstanding condition of the offer;
(c) the appointment ceases to be valid if the acceptance is withdrawn; and
(d) the appointment applies only to shares assented to the offer.
*This Paragraph is disapplied in a scheme.