Bidder’ obligations Clause Samples

Bidder’ obligations. Bidder must take all necessary steps to facilitate the Scheme as soon as is reasonably practicable and, without limiting the foregoing, must use reasonable endeavours to ensure that each step in the Timetable is met by the date set out beside that step (and must consult with Gloucester on a regular basis about its progress in that regard), including by doing each of the following. (a) (Bidder Information) Prepare and provide to Gloucester the Bidder Information for inclusion in the Explanatory Booklet to comply with all applicable laws, including the Corporations Act, ASIC Regulatory Guide 60 and the ASX Listing Rules relevant to the Bidder Information and consult with Gloucester as to the content and presentation of the Bidder Information in the Explanatory Booklet, such consultation to include allowing Gloucester a reasonable opportunity to review and make comments on successive drafts of the Bidder Information before lodgement of the Explanatory Booklet with ASIC. (b) (Joint Information) Promptly contribute to and assist with the preparation of the Joint Information. (c) (Regulatory notifications) In relation to the Regulatory Approvals, lodge with any Regulatory Authority within the relevant time periods all documentation and filings required by law to be so lodged by Bidder in relation to the Transactions. (d) (Assist Independent Expert) Promptly provide all assistance and information reasonably requested by the Independent Expert to enable it to prepare the Independent Expert’s Report as soon as practicable. (e) (ASX admission and quotation) Do everything reasonably necessary to ensure that: (1) Bidder is admitted to ASX; and (2) all Bidder shares, including the New Bidder Shares and CVR Shares, are approved for official quotation on ASX and that trading in the New Bidder Shares and CVR Shares commences by the first Business Day after the Implementation Date. (f) (Review drafts of Explanatory Booklet) As soon as practicable after delivery, review drafts of the Explanatory Booklet prepared by Gloucester and provide any comments on those drafts, with this review to incorporate a review of any parts of the Independent Expert's Report that have been supplied for review. (g) (Confirmation of Bidder Information) Before the Explanatory Booklet is provided to ASIC pursuant to section 411(2) of the Corporations Act, either: (1) confirm in writing to Gloucester that the Bidder Information in the form and context in which it appears in the Explanatory Booklet i...

Bidder’ obligations. Without limiting clause 2, Bidder must:

Bidder’ obligations. Without limiting clause 2, Bidder must: (a) provide all assistance and information reasonably requested by ▇▇▇▇▇▇▇ to enable it to prepare the Scheme Booklet Supplement; (b) provide all assistance and information reasonably requested by the Independent Adviser to enable it to prepare the IAR Supplement; (c) as soon as practicable after receipt of any draft of any New Meeting Materials from Pushpay, review and provide comments on that draft; (d) before the New Meeting Materials are sent to Shareholders in accordance with clause 5.1(ff)(iii)(B): (i) deliver to Pushpay written consent from the Bidder to the inclusion of any Bidder Information in the Scheme Booklet Supplement in the form and context it appears; (ii) confirm to Pushpay the accuracy and completeness of any Bidder Information in the Scheme Booklet Supplement, including that it does not contain any material statement that is false or misleading in a material respect including because of any omission; (e) notify Pushpay if the Bidder becomes aware at any time that any part of the Bidder Information is misleading or deceptive in a material respect, including by omission, and if the Bidder provides such notification, Pushpay will comply with clause 4A.1(i); and (f) procure that it is represented by counsel at the Court hearings convened for the purposes of considering the New Orders and the Final Orders (it being understood, for the avoidance of doubt, that ▇▇▇▇▇▇▇ will prepare the Court documentation for the New Orders and Final Orders).

Bidder’ obligations. Bidder must take all steps reasonably necessary to implement the Scheme in accordance with the Timetable and otherwise on and subject to the terms of this deed. Without limiting the foregoing, Bidder must (to the fullest extent applicable): (a) (prepare Bidder Information) (i) as soon as reasonably practicable after the date of this deed, prepare the Bidder Information for inclusion in the Scheme Booklet in accordance with all applicable laws, including the Corporations Act, Corporations Regulations, RG 60, the Listing Rules and Canadian securities laws; and (ii) provide ▇▇▇▇▇▇ with drafts of the Bidder Information and, acting reasonably and in good faith, take into account any reasonable comments from ▇▇▇▇▇▇ and its Representatives on those drafts, where such comments are provided in a timely manner; (b) (assistance with Scheme Booklet and Court Documents) provide any assistance or information reasonably requested by ▇▇▇▇▇▇ or its Representatives in connection with the preparation of the Scheme Booklet (including any supplementary disclosure to Aurora Shareholders) or any Court Documents; (c) (Independent Expert’s Report) provide any assistance or information reasonably requested by ▇▇▇▇▇▇ or its Representatives, or by the Independent Expert directly, in connection with the preparation of the Independent Expert’s Report (and any update to that report); (d) (confirmation of Bidder Information) as soon as reasonably practicable after ▇▇▇▇▇▇ requests that it do so and having regard to the Timetable, confirm in writing to Aurora that: (i) it consents to the inclusion of the Bidder Information in the Scheme Booklet, in the form and context in which it appears; and (ii) the Bidder Information, in that form and context, is not misleading or deceptive in any material respect (whether by omission or otherwise); (e) (update Bidder Information) promptly advise ▇▇▇▇▇▇ in writing if it becomes aware: (i) of information which should have been included in any Bidder Information previously provided to Aurora (including if known at the time); or (ii) that any Bidder Information previously provided to Aurora is misleading or deceptive in any material respect (whether by omission or otherwise), and promptly provide Aurora with any information required to correct the misleading or deceptive statements; (f) (conditions precedent certificate) before 8:00am on the Second Court Date, provide to Aurora for provision to the Court at the Second Court Hearing a certificate confirmin...

Bidder’ obligations