Agreement to Act. (1) The Escrow Trustee hereby agrees to act as trustee in relation to each Scheme on the terms of this Agreement.
(2) The Escrow Trustee shall apply the Scheme Consideration received by it in accordance with the terms of the Scheme pursuant to which it was received and agrees that its holding of Scheme Consideration on bare trusts for Scheme Creditors shall not affect the principles under which Scheme Consideration is distributed in accordance with the terms of each Scheme.
(3) The Distribution Agent hereby agrees to act as custodian of the Trust Funds and as distribution agent in relation to the Scheme Consideration under each Scheme.
Agreement to Act. LFSL agrees to act as a trustee for each Scheme Creditor in relation to the Trust Assets only in accordance with the terms of this Scheme and acknowledges that with effect from the Effective Time, it shall at all times hold the Trust Assets on trust for the Scheme Creditors for distribution in accordance with the terms of this Scheme until the Trust Completion Date.
Agreement to Act. Subject as herein after provided, each of the parties covenants and agrees to execute and deliver, and to cause to be executed and delivered, all such instruments and other documents and, subject to the other provisions hereof, to exercise or cause to be exercised their influence and any and all voting rights held by them, respectively, from time to time, and to do or cause to be done all such other acts and things in order that all provisions of this Agreement shall be fully and effectively carried out, implemented and given effect to in accordance with the terms hereof and all such changes to the Constating Documents, resolutions and other documents governing the Corporation or any subsidiary of the Corporation as may be necessary or desirable to accurately reflect and give effect to the provisions of this Agreement will be made.
Agreement to Act. The Escrow Agent agrees to act as escrow ---------------- agent pursuant to the terms of this Agreement.
Agreement to Act. 3.1 The Escrow Agent hereby appointed by each of Telewest and Telewest Jersey agrees to act as custodian of and hold in escrow the New Shares as at the Effective Date (or as soon as practicable thereafter) and to distribute New Shares to Shareholders and Share Entitlements to Scheme Creditors in accordance with the terms of each Scheme and this Agreement.
3.2 The Escrow Agent covenants with each of the other parties to this Agreement to appear by counsel at the hearings to sanction the Telewest Scheme and the Jersey Scheme to provide an undertaking in the form set out in Schedule 1 to this Agreement to the relevant court.
Agreement to Act. Each of the Shareholders, covenant and agree to execute and deliver, or cause to be executed and delivered, all such instruments and other documents, and to exercise or cause to be exercised their influence and any and all voting rights attaching to the Shares held by each of them, respectively, from time to time and to do or cause to be done all such other acts and things in order that all provisions of this Agreement, shall be fully and effectively carried out, implemented and given effect to in accordance with the terms hereof, including, without limitation, consenting to, approving, or other wise giving effect to all such changes to the articles, by-laws, resolutions and other documents governing the Companies as may be necessary or desirable to accurately reflect and give effect to the provisions of this Agreement.
Agreement to Act. The Owner covenants and agrees to execute and deliver all such instruments and other documents, and to exercise or cause to be exercised their influence and any and all voting rights attaching to the shares of the Owner (and any other Affiliates, as applicable) or in respect of the directors, officers or management of the Owner and to do or cause to be done by the Owner (and any other Affiliates, as applicable) all such other acts and things in order that the provisions of this Agreement requiring the Owner (and any other Affiliates, as applicable) execute or deliver (or refrain from doing, executing or delivering) any action, instrument or document, as the case may be, shall be fully and effectively implemented in accordance with the terms hereof, including consenting to, approving or otherwise giving effect to this Agreement and the Closing Documents to which the Owner (and any other Affiliates, as applicable) is a party, the performance of the Owner (or any other Affiliates’, as applicable) obligations hereunder and thereunder and the transactions contemplated herein and therein.
Agreement to Act. Any agreement to take any action described in this subparagraph (g).
Agreement to Act.
(a) The Seller covenants and agrees, in its capacity as an indirect owner of 100% of the interests in AEM Finland and AEM Sweden, to cause AEM Finland and AEM Sweden (and any other Affiliates, as applicable) to execute and deliver all such instruments and other documents, and to exercise or cause to be exercised their influence and any and all voting rights attaching to the shares of AEM Finland and AEM Sweden (and any other Affiliates, as applicable) or in respect of the directors, officers or management of AEM Finland and AEM Sweden and to do or cause to be done by AEM Finland and AEM Sweden (and any other Affiliates, as applicable) all such other acts and things in order that the provisions of this Agreement requiring AEM Finland and AEM Sweden (and any other Affiliates, as applicable) execute or deliver (or refrain from doing, executing or delivering) any action, instrument or document, as the case may be, shall be fully and effectively implemented in accordance with the terms hereof, including consenting to, approving or otherwise giving effect to this Agreement and the Closing Documents to which AEM Finland or AEM Sweden (and any other Affiliates, as applicable) is a party, the performance of the AEM Finland’s or AEM Sweden’s (and any other Affiliates, as applicable) obligations hereunder and thereunder and the transactions contemplated herein and therein.
(b) The Buyer covenants and agrees, in its capacity as an indirect owner of 100% of the interests in the Newcos, to cause the Newcos (and any other Affiliates, as applicable) to execute and deliver all such instruments and other documents, and to exercise or cause to be exercised their influence and any and all voting rights attaching to the shares of the Newcos (and any other Affiliates, as applicable) or in respect of the directors, officers or management of the Newcos and to do or cause to be done by the Newcos (and any other Affiliates, as applicable) all such other acts and things in order that the provisions of this Agreement requiring the Newcos (and any other Affiliates, as applicable) execute or deliver (or refrain from doing, executing or delivering) any action, instrument or document, as the case may be, shall be fully and effectively implemented in accordance with the terms hereof, including consenting to, approving or otherwise giving effect to this Agreement and the Closing Documents to which the Newcos (and any other Affiliates, as applicable) is a party, the performance of the New...
Agreement to Act. 3.1 With effect from the date of this deed, the Trust Scheme Creditors hereby jointly declare a bare trust absolutely in favour of the Trust Scheme Creditors over each Trust Scheme Creditor's beneficial interest in the Trust Fund.
3.2 The Holding Period Trustee is hereby appointed by each Scheme Company and agrees to act only as a bare trustee for each Trust Scheme Creditor in relation to the Trust Fund in accordance with the terms, conditions and provisions of each Scheme and this deed, and the Holding Period Trustee hereby acknowledges and declares it shall at all times hold the Trust Fund on trust for each Trust Scheme Creditor that is entitled to receive the Trust Consideration pursuant to the Schemes until the expiry of the Holding Period.
3.3 The Information Agent has been appointed by each Scheme Company and has agreed to act as information agent in relation to the Schemes in accordance with the terms, conditions and provisions of the Schemes, this deed and the Engagement Letter.
3.4 The Holding Period Trustee shall have the power to appoint a Selling Agent, who shall act in accordance with the terms, conditions and provisions of the Schemes and this deed.
3.5 Subject to Clause 9, neither the Holding Period Trustee, the Information Agent, any Selling Agent nor any other person other than the Trust Scheme Creditors shall at any time whatsoever have any beneficial interest in the Trust Fund.
