Announcement of the Transaction. (a) Immediately after execution of this deed:
(i) APD must issue a public announcement; and
(ii) Guarantor must issue a public announcement, in each case in the form set out at Attachment E.
Announcement of the Transaction. 1.1. Without undue delay (unverzüglich) after the signing of this Agreement, but in no event later than by 20 June 2024,
(a) the Bidder shall publish its decision regarding the launch of the Delisting Purchase Offer pursuant to Section 10 WpÜG in a form reasonably agreed upon between the Parties (the “Offer Announcement”); and
(b) concurrently, the Company shall publish a press release in a form reasonably agreed upon between the Parties.
1.2. The Parties shall take all actions necessary to complete the Delisting Purchase Offer, the Delisting, and the Transaction in accordance with this Agreement as soon as reasonably practicable after the Offer Announcement.
1.3. The Company hereby agrees that the Bidder may disclose a summary of the material content of this Agreement as part of the Offer Document as well as in press releases by the Bidder or Novartis AG issued in connection with the Delisting Purchase Offer, as well as a copy of this Agreement (including summaries thereof) as required by Law, including as part of the Schedule TO (as defined below).
1.4. Conversely, the Bidder hereby agrees that the Company may disclose a summary of the material content of this Agreement in press releases (in addition to any press release referred to in Section 1.3) as well as in the joint reasoned statement by the Management Board and the Supervisory Board pursuant to Section 27 WpÜG (the “Joint Reasoned Statement”), as well as a copy of this Agreement (including summaries thereof) as required by Law, including as part of the Schedule 14D-9 (as defined below).
1.5. As far as legally permissible, the Parties shall use their commercially reasonable efforts to cooperate with each other for purposes of supporting the Transaction and keep each other informed about all material circumstances relating to the Transaction, including any material communication, filing or submission with any competent authority. The Parties shall, to the extent legally permissible, promptly notify each other of the occurrence, or non-occurrence, of any event (including events not directly related to the Delisting Purchase Offer) which would be reasonably likely to result in the non-compliance with any of the respective Party’s obligations under this Agreement, or which would otherwise be reasonably likely to have a negative impact on the result and completion of the Transaction.
Announcement of the Transaction. (a) Immediately after the execution of this deed, Carbon Revolution must issue a public announcement in a form which has been agreed to in writing by the SPAC (which agreement must not be unreasonably withheld or delayed).
(b) The Carbon Revolution announcement must include a unanimous recommendation by the Carbon Revolution Board to Carbon Revolution Shareholders that, in the absence of a Superior Proposal and subject to the Independent Expert concluding in the Independent Expert’s Report (and continuing to conclude) that the Scheme and Capital Reduction are in the best interest of Carbon Revolution Shareholders, Carbon Revolution Shareholders vote in favour of the Scheme and the Capital Reduction and all the Carbon Revolution Board Members will vote (or will procure the voting of) all Director Carbon Revolution Shares at the time of the Scheme Meeting in favour of the Scheme and the Capital Reduction at the Scheme Meeting.
(c) Immediately after the execution of this deed, the SPAC must file a Current Report on Form 8-K pursuant to the SEC to report the execution of this deed, in a form which has been agreed to in writing by Carbon Revolution (which agreement must not be unreasonably withheld or delayed).
(d) The SPAC Proxy Statement must include a unanimous recommendation by the SPAC Board to the SPAC Shareholders that, in the absence of a SPAC Superior Transaction, SPAC Shareholders vote in favour of the SPAC Proposals and the SPAC Extension Proposal and each SPAC Board Member will vote (or will procure the voting of) all SPAC Shares held by that SPAC Board Member (or in respect of which that SPAC Board member controls the exercise of any voting rights attaching to the SPAC Shares) at the time of the SPAC Shareholders’ Meeting in favour of the SPAC Proposals and SPAC Extension Proposal at the SPAC Shareholders’ Meeting.
Announcement of the Transaction. AXX will coordinate with the auditor and legal counsel all the necessary steps from the announcement of the deal until de closing including:
Announcement of the Transaction. (a) Immediately after the execution of this deed, Vxxx and Bxxxxx must issue public announcements in a form previously agreed to in writing between them.
(b) The Veda announcement must include a unanimous recommendation by the Veda Board to Veda Shareholders that, in the absence of a Superior Proposal and subject to the Independent’s Expert’s concluding that the Scheme is fair and reasonable, Veda Shareholders vote in favour of the Scheme and that subject to the same qualifications all the members of the Veda Board will vote (or will procure the voting of) any Shares he or she holds or controls at the time of the Scheme Meeting in favour of the Scheme at the Scheme Meeting.
Announcement of the Transaction. (a) Immediately after the execution of this deed, TPG and VHA must issue public announcements in a form previously agreed to in writing between them.
(b) The TPG announcement must include a unanimous recommendation by the TPG Board to TPG Shareholders that, in the absence of a Superior Proposal and subject to the Independent Expert concluding in the Independent’s Expert’s Report that the Scheme is in the best interests of TPG Shareholders, TPG Shareholders vote in favour of the Scheme and that subject to the same qualifications all the TPG Board Members intend to vote any TPG Shares they own, control or have a Relevant Interest in at the time of the Scheme Meeting in favour of the Scheme at the Scheme Meeting.
Announcement of the Transaction. Immediately after the execution of this document, the Company will issue a public announcement to ASX regarding the transactions the subject of this document in compliance with the ASX Listing Rules and in a form agreed with Apeiron prior to the execution of this document.
Announcement of the Transaction.
(a) Immediately after the execution of this deed, Firefly and Xxxxxxxx must issue public announcements in a form previously agreed to in writing between them.
(b) The Firefly announcement must include a unanimous recommendation by the Firefly Board to Firefly Shareholders (other than Excluded Shareholders) that, in the absence of a Firefly Superior Proposal and subject to the Independent Expert concluding in the Independent’s Expert’s Report (and continuing to conclude) that the Scheme is in the best interest of Firefly Shareholders, Firefly Shareholders (other than Excluded Shareholders) vote in favour of the Scheme and that all the Firefly Board Members will vote (or will procure the voting of) all Director Firefly Shares at the time of the Scheme Meeting in favour of the Scheme at the Scheme Meeting.
Announcement of the Transaction. Seller, CGC or Shareholder shall not make any public announcement related to the transactions contemplated herein without first receiving the expressed written consent from Buyer, which shall not be unreasonably withheld. Nothing in this section, however, shall prohibit any party from making such disclosure of this Agreement and the transactions contemplated hereby as may be required, in the reasonable opinion of such party, to be disclosed pursuant to the Laws of any jurisdiction, including, without limitation, the United States Securities and Exchange Commission.
Announcement of the Transaction. (a) Immediately after the execution of this deed, Target must issue a public announcement in a form previously agreed to in writing between Target and Bidder.
(b) The Target announcement must include a unanimous recommendation by the Independent Board Committee to Target Shareholders that, in the absence of a Superior Proposal and subject to the Independent Expert concluding in the Independent’s Expert’s Report (and continuing to conclude) that the Scheme is in the best interest of Target Shareholders (other than Excluded Shareholders), Target Shareholders vote in favour of the Scheme and that subject to the same qualifications all the Independent Directors will vote (or will procure the voting of) all Independent Director Target Shares at the time of the Scheme Meetings in favour of the Scheme at the Scheme Meetings.
