TIR VNIR y SWIR

The Offer and any contract arising from the acceptance of the Offer is subject to fulfilment of the following Offer Conditions:

(a) Minimum acceptance condition

That by the end of the Offer Period, Gartner has a relevant interest (as defined in the Corporations Act) in at least 90% of the Shares.

(b) Index decline

That between the Announcement Date and the end of the Offer Period the S&P ASX 100 Index does not fall to a level that is 90% or less of the level as at the close of trading on the Business Day immediately before the date of the BIA.

(c) Regulatory and Third Party Approvals

That before the end of the Offer Period, all approvals or consents that are required by law, or by any Government Agency, or by any third party as are necessary to permit:

(1) the Offer to be lawfully made to and accepted by the

Shareholders;

(2) the acquisition of the Shares by Gartner to be completed are

granted, given, made or obtained on an unconditional basis, remain in full force and effect in all respects, and do not become subject to any notice, intimation or indication of intention to revoke, suspend, restrict, modify or not renew them; and

(3) no material breach of a material agreement or obligation,

including IDEAS Material Contracts.

(d) Conduct of IDEAS business

Between the Announcement Date and the end of the Offer Period, neither IDEAS, nor any Subsidiary of IDEAS:

(1) declares or distributes any dividend, bonus issue or other share of its profits or assets other than the Permitted Dividend;

(2) makes any changes to its constitution or passes any special

resolution or amends the terms of issue of any shares, options or other convertible securities;

(3) gives or agrees to give any Third Party Rights over any of its assets which assets have a value in excess of $250,000 otherwise than in the ordinary course of business and which is consistent with the plans of IDEAS which have been disclosed to the ASX prior to the date of the BIA;

(4) borrows or agrees to borrow any money in excess of $250,000

(except for working capital borrowing from its bankers in the

(5) releases, discharges or modifies any obligation in excess of $250,000 to it of any person, firm or body corporate or agrees to do so;

(6) conducts its business otherwise than in the ordinary course

where such conduct would be material to IDEAS or the relevant Subsidiary;

(7) acquires or disposes of, or enters into or announces any

agreement for the acquisition or disposal of, any asset or business, or enters into any corporate transaction with a value in excess of $250,000 or which would or would reasonably be likely to involve a material change in the manner in which IDEAS conducts its business;

(8) except as required by law does any of the following without the prior written consent of Gartner:

(A) enter or agree to enter into any new contract of service or substantially vary or agree to substantially vary any existing contract of service with any director or executive officer;

(B) make or agree to make any substantial change in the

basis or amount of remuneration of any director or executive officer; or

(C) except as provided under any superannuation, provident

or retirement scheme or contract in effect on the date of this BIA, pay or agree to pay any retirement benefit or allowance to any director or executive officer; or

(D) enter or agree to enter into any settlement with any tax authorities of any tax obligations;

(9) engages in material non-compliance of any regulatory

requirements (whether actual, potential or alleged); or

(10) passes any resolution for liquidation, or has appointed or

becomes susceptible to the appointment of an administrator, a receiver, a receiver and manager or a liquidator, or becomes subject to investigation under the Australian Securities and

Investments Commission Act 2001 (Cth) or any corresponding

legislation.

Nothing in this Section (d) shall apply in relation to any dealings, agreements or arrangements between:

(1) IDEAS and any directly or indirectly wholly owned Subsidiary

of IDEAS; or

(2) any directly or indirectly wholly owned Subsidiaries of IDEAS

which does not have an adverse effect on the IDEAS group taken as a whole.

(e) No material transactions

None of the following events occur between the Announcement Date and the end of the Offer Period:

(1) IDEAS, or any Subsidiary of IDEAS, acquires, offers to

acquire, agrees to acquire or acquires an interest in property or other assets with a value of more than $250,000 (other than in the ordinary course of business and which is consistent with the plans of IDEAS which have been disclosed to the ASX prior to the date of the BIA) or makes an announcement in relation to such an acquisition;

(2) IDEAS, or any Subsidiary of IDEAS, disposes (including by

grant of Third Party Rights), offers to dispose, agrees to dispose or disposes of interests in property or other assets with a value of more than $250,000 (other than in the ordinary course of business and which is consistent with the plans of IDEAS which have been disclosed to the ASX prior to the date of the BIA) or makes an announcement in relation to such a disposal; (3) IDEAS, or any Subsidiary of IDEAS, enters into, offers to enter

into or announces that it proposes to enter into any joint venture, asset or profit sharing, partnership or dual listed company structure in respect of an asset with a value of more than $250,000 or makes an announcement in relation to such a commitment;

(4) IDEAS holds Net Current Asset of less than $2,600,000;

(5) IDEAS, or any Subsidiary of IDEAS, incurs transaction

expenses in relation to the Offer in excess of $750,000; and

(6) IDEAS, or any Subsidiary of IDEAS, enters into any corporate

restructure steps or enter into any agreements, contracts or documents or take any action in connection with a corporate restructure of the IDEAS group.

Nothing in this Section (e) shall apply in relation to any dealings, agreements or arrangements between:

(1) IDEAS and any directly or indirectly wholly owned Subsidiary

of IDEAS; or

(2) any directly or indirectly wholly owned Subsidiaries of IDEAS

which does not have an adverse effect on the IDEAS group taken as a whole.

(f) Material Adverse Change

Between the Announcement Date and the end of the Offer Period:

(1) there not having occurred, been announced, become probable

or imminent or become known to Gartner or IDEAS (whether or not becoming public) any Material Adverse Change; and

(2) it not becoming known to Gartner or IDEAS that information publicly filed by IDEAS or any of its Subsidiaries prior to the Announcement Date is, or is likely to be, incomplete, incorrect, untrue or misleading in a material respect.

(g) Material contracts

Between the Announcement Date and the end of the Offer Period, no person exercises or purports to exercise or threatens or otherwise states an intention in writing to exercise any right (whether subject to conditions or not) which has or is reasonably likely to result in:

(1) termination or variation of any material agreement having a

revenue effect of greater than $200,000 on the business of IDEAS, including IDEAS Material Contracts with IDEAS or a Subsidiary of IDEAS or any action being taken or claim arising under such an agreement;

(2) the interest of IDEAS or any Subsidiary of IDEAS in any

material firm, material joint venture, material trust, material corporation or other material entity or material asset being terminated, modified or required to be transferred, disposed of or redeemed; or

(3) the business of IDEAS or any material Subsidiary of IDEAS

with any other person being materially adversely affected, as a result (directly or indirectly) of Gartner acquiring or proposing to acquire IDEAS Shares.

(h) Prescribed Occurrences

Between the date of the BIA and the end of the Offer Period, none of the occurrences listed in section 652C(1) or (2) of the Corporations Act happen (other than the issue of Shares pursuant to the exercise of options issued before the Announcement Date), that is:

(1) IDEAS converts all or any of its shares into larger or smaller number of shares;

(2) IDEAS or a Subsidiary of IDEAS resolves to reduce its share

capital in any way;

(3) IDEAS or a Subsidiary of IDEAS:

(A) enters into a buy-back agreement; or

(B) resolves to approve the terms of a buy-back agreement

under section 257C(1) or 257D(1) of the Corporations Act;

(4) IDEAS or a Subsidiary of IDEAS issues shares or grants an

option over its shares, or agrees to make such an issue or grant such an option;

(5) IDEAS or a Subsidiary of IDEAS issues, or agrees to issue,

convertible notes;

(6) IDEAS or a Subsidiary of IDEAS disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;

(7) IDEAS or a Subsidiary of IDEAS charges, or agrees to charge,

the whole, or a substantial part, of its business or property;

(8) IDEAS or a Subsidiary of IDEAS resolves to be wound up;

(9) the appointment of a liquidator or provisional liquidator of

IDEAS or a Subsidiary of IDEAS;

(10) a court makes an order for the winding up of IDEAS or a

Subsidiary of IDEAS;

(11) an administrator of IDEAS, or a Subsidiary of IDEAS, is

appointed under section 436A, 436B or 436C of the Corporations Act;

(12) IDEAS or a Subsidiary of IDEAS executes a deed of company

arrangement; or

(13) a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of IDEAS or a Subsidiary of IDEAS.

(i) No material litigation

That before the end of the Offer Period, there not having occurred, been announced, become imminent or become known to IDEAS (whether or not becoming public) any legal proceedings, arbitration, mediation or other dispute resolution process that is taking place or pending or threatened in respect of IDEAS or its Subsidiaries.

(j) No threatened action

That before the end of the Offer Period:

(1) there is not in effect any preliminary or final decision, order or decree issued by a Government Agency;

(2) no action or investigation is announced or commenced by a

Government Agency; and

(3) no application is made to any Government Agency (other than

by the Gartner or any of its Associates),

in consequence of or in connection with the Offer (other than an application to or a determination by ASIC or the Takeovers Panel in the exercise of the powers and discretions conferred by the Corporations Act), which restrains, impedes, prohibits or delays (or if granted could restrain, impede, prohibit or delay) or otherwise materially adversely impacts upon the making of the Offer or any transaction contemplated by the BIA, the Offer or the rights of the Gartner in respect of IDEAS or otherwise.

Definitions

In addition to the definitions in section 12, the following definitions apply to Schedule 1:

Agreed Offer Terms means the terms of the Offer set out in sections 4.1 to 4.3 of the Target Statement and the Offer Conditions;

Associates has the meaning given in section 12(2) of the Corporations Act;

BIA is defined to mean the Takeover Bid Implementation Agreement between IDEAS and Gartner dated 20 April 2012 including any schedule or annexure to it;

Business Day is defined to mean a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in the place where an act is to be performed or a payment is to be made;

Encumbrance means in relation to any asset:

(a) a mortgage, charge, lien, pledge, hypothecation or other encumbrance

over the asset;

(b) a profit a prendre, easement or restrictive covenant affecting the asset; (c) a caveat, garnishee order, writ of execution, right of set-off, assignment

by way of security, deposit of money by way of security or monetary claim affecting the asset;

(d) a preferential interest, trust, title retention arrangement (other than in the ordinary course of business), or other estate, interest, claim or arrangement affecting the asset;

(e) a right, including a contractual right, an option, a right of first refusal, a right of pre-emption or other right, to acquire the property or to restrain any person from acquiring the asset;

(f) a right, including a lease, licence or other right, to occupy or use the asset; or

(g) an agreement to grant, create or register any of them or to allow any of them to exist,

and whether the Encumbrance is registered or unregistered, statutory, legal or equitable;

Government Agency is defined to mean any government and any government body whether:

(a) legislative, judicial or administrative;

(b) a department, commission, authority, tribunal, agency or entity; (c) commonwealth, state, territorial or local;

but does not include a government body in respect of any service or trading functions as distinguished from regulatory or fiscal functions;

IDEAS Material Contracts is defined to mean:

(a) any client contract to which annual sales bookings of not less than

$500,000 are attributable in the current or most recently completed fiscal year; and

(b) any current statement of work, proposed and/or purchase order with a

value not less than $200,000 issued under a client contract to which annual sales bookings of not less than $500,000 are attributable in the current or most recently completed fiscal year;

Material Adverse Change is defined to mean one or more events, changes, circumstances or conditions which occurs or is announced or becomes known to Gartner (individually or when aggregated) which have or could reasonably be expected to have, a material adverse effect on the business, financial or trading position, assets or liabilities, profitability or prospects of IDEAS or any of its Subsidiaries taken as a whole including but not limited to termination of an IDEAS Material Contract;

Net Current Asset is defined to mean IDEAS’ current assets including cash and marketable securities less the current liabilities as measured and presented in the same form and using the same accounting policies and procedures as in IDEAS’ financial statements for the period ended 31 December 2011;

Permitted Dividend is defined to mean the dividends declared on 24 February 2012 by IDEAS of $0.05 per Share and which were payable on 11 April 2012;

Subsidiary has the meaning given in the Corporations Act;

Takeover Bid is defined to mean an off-market takeover bid pursuant to Chapter 6 of the Corporations Act and the BIA under which Gartner offers to acquire the Shares (other than any Shares held by Gartner or its Associates prior to the commencement of the Offer Period) on terms no less favourable to Shareholders than the Agreed Offer Terms;

Third Party Rights is defined to mean means all Encumbrances or adverse interests of any nature and restrictions on transfer of any nature (legal or otherwise).

In document Contribuciones Técnicas Proyecto GEOSAT-AR (página 43-47)