definiens: ), with capitalized terms not otherwisedefined herein having the meanings given to such terms in the Implementation Agreement we, the undersigned, hereby irrevocably and unconditionally ( save as specified below ) warrant with respect to paragraph ( a ) and undertakewith respect to paragraphs ( b ) to ( d ) below to and confirm and agree with [COMPANY], with effect from the date of thisundertaking, that : ( a ) [ ] ( the ) is the beneficial owner ( and unless otherwise specified in the schedule tothis undertaking is also the registered holder and to the extent that the Shareholder is not the registeredholder the Shareholder will ( so far as the Shareholder is able ) procure compliance by such registeredholder(s ) with the terms of this undertaking ), of the number of shares in the capital of the Company ( the ) specified in paragraph 1 of the schedule to this undertaking ( the ) ( whichexpression shall include any other Shares acquired or purchased by the undersigned after the date of thisundertaking or any other shares or interests attributable to or derived from such Committed Shares ) ; ( b ) the Shareholder shall exercise, or ( so far as it is able in relation to shares of which it is the beneficial ownerbut not the registered owner ( ) ) procure the exercise of, all voting rightsattaching to the Committed Shares to vote in favour of all resolutions to approve the Scheme, and anyrelated matters, proposed at any general or class meeting ( the ) and the Court convenedmeetings ( the ) of the Company to be convened and held in connection with the Scheme, or at any adjournment of any such meeting ; 82 ( c ) the Shareholder shall execute, or ( so far as it is able in relation to Beneficial Owned Shares ) procure theexecution of, any forms of proxy in respect of the Committed Shares required by [COMPANY] appointing anyperson nominated by [COMPANY] to attend and vote at any General Meeting or Court Meeting in respect ofthe resolutions to approve the Scheme, and any related matters, and shall ensure that any such executedforms of proxy are received by Astex not later than 3.00 p.m. on the fifth business day ( being any day whichis not a Saturday, Sunday, a bank holiday or a public holiday in England and Wales ( a ) ) after receipt by the Shareholder of the formal document setting out the terms and conditions of the Scheme(the ) ; ( d ) the Shareholder shall not revoke, or procure the revocation of, the terms of any proxy submitted inaccordance with sub - paragraph 1.1(c ), other than by attendance at any General Meeting or Court Meetingwhere the Shareholder votes in favour of the Scheme in accordance with this undertaking ; 1.2 In the event the Shareholder does acquire or purchase any Shares, after the execution of this undertaking suchShares, shall be deemed to be included in the definition of