Acquirer's Obligations Clause Samples

Acquirer's Obligations. (a) Acquirer shall deliver at the Closing stock certificates) representing 5,000,000 shares of voting common stock and 2,500,00 shares of voting convertible preferred stock of Acquirer registered in such names and for the number of shares of stock as set forth on Exhibit B attached hereto and by this reference incorporated herein to be held in escrow until the Effective Date of the Transaction.

Acquirer's Obligations. Without limiting clause 2, the Acquirer must: (a) at least five Business Days before the Second Court Date, deliver to the Company a copy of the Deed Poll executed by the Acquirer and, if nominated under clause 2.8, the Acquirer Nominee; (b) procure that, if the Scheme becomes Effective, the Acquirer or the Acquirer Nominee (if nominated under clause 2.8) accepts a transfer of the Scheme Shares and provides the Consideration in accordance with clause 2.4 and the Deed Poll on or before the Implementation Date; (c) notify the Company prior to exercising its termination right under any of the Voting Agreements; and (d) do all other things contemplated of it under the Scheme for the implementation of the Scheme and the Transaction and all other things (if any) within its power as may be reasonably necessary for the implementation of the Scheme and the Transaction in accordance with the Scheme Plan and the Final Orders.

Acquirer's Obligations. Without limiting clause 2, but subject to this clause 4 as applicable, the Acquirer must: (a) prepare and give to the Company for inclusion in the Scheme Booklet: (i) information about the Acquirer Group; (ii) information of the arrangements that the Acquirer has in place so that it will have sufficient funds to fund the Consideration (without disclosing commercially sensitive terms); and (iii) information equivalent to the information that would meet the requirements of Schedule 1 to the Takeovers Code, as required to be included in Scheme Booklet under the Schemes Guidance Note, the Companies Act, the NZX Listing Rules and any other applicable laws or regulations or as requested or required by the Takeovers Panel in order for the Company to obtain from the Takeovers Panel a Letter of Intention and a No-objection Statement; (b) provide the Company with successive drafts of the information referred to in clause 4.2(a) in a timely manner, to give the Company a reasonable opportunity to review those drafts and consider in good faith the reasonable comments of the Company and its Representatives when preparing revised drafts of that information; (c) provide all assistance and information reasonably requested by the Independent Adviser to enable it to prepare the Independent Adviser’s Report; (d) as soon as practicable after receipt of any draft of the Scheme Booklet from the Company, review and provide comments on that draft; (e) before the Company provides the Scheme Booklet to the Takeovers Panel in accordance with clause 4.1(f) deliver to the Company written consent from the Acquirer to the inclusion of the Acquirer Information in the Scheme Booklet in the form and context it appears; (f) notify the Company if the Acquirer becomes aware at any time either: (i) of new information which, had it been known at the time the Scheme Booklet was prepared, should have been included in the Acquirer Information under any applicable law, the Schemes Guidance Note or any Takeovers Panel requirement in connection with the Letter of Intention contemplated by clause 5.1(a) or the No-objection Statement contemplated by clause 5.1(g); or (ii) that any part of the Acquirer Information is misleading or deceptive in a material respect, including by omission; (g) procure that it is represented by counsel at the Court hearings convened for the purposes of considering the Initial Orders and the Final Orders (it being understood, for the avoidance of doubt, that the Company will p...