Bidder obligations. Bidder must take all steps reasonably necessary to implement the Schemes as soon as is reasonably practicable and use all reasonable endeavours to do so in accordance with the Timetable and otherwise on and subject to the terms of this deed. Without limiting the foregoing, Bidder must:
(a) Prepare Bidder Information: as soon as practicable after the date of this deed:
(i) prepare the Bidder Information for inclusion in the Scheme Booklet in accordance with all applicable laws, including the Corporations Act and Corporations Regulations, ASIC Regulatory Guide 60, ASIC Regulatory Guide 74, Takeovers Panel guidance notes and the Listing Rules; and
(ii) provide APD with drafts of the Bidder Information and consider in good faith any reasonable comments provided by or on behalf of APD in a timely manner;
(b) Final form of Bidder Information: provide to APD the Bidder Information (including drafts thereof) in a form appropriate for inclusion in the Scheme Booklet;
(c) Assistance with Scheme Booklet and Court Documents: provide any assistance or information reasonably requested by APD or its Representatives in connection with the preparation of the Scheme Booklet (including any supplementary disclosure to APD Securityholders) or any Court Documents, including reviewing drafts of the Scheme Booklet and Court Documents provided by or on behalf of APD and promptly providing comments in good faith;
Bidder obligations. 6.1 LO2A – CVR Agreement
(a) Prior to the Closing Date, at a date and time determined by the Bidder Board (the “CVR Date”), Bidder securityholders of record at such date and time shall each be entitled to one CVR issued by Bidder in accordance with the terms and conditions of the CVR Agreement. At or prior to the CVR Date, Bidder and Target shall execute and deliver, together with the CVR agent and other signatories thereto, the CVR Agreement and Bidder shall distribute the Bidder CVRs (the “CVR Distribution”).
(b) Target shall cooperate with Bidder in the CVR Distribution.
(c) For the sake of clarity, nothing herein shall preclude Bidder (or any of its Related Entities) from discussing, negotiating or entering into any LO2A Agreement or otherwise monetizing the LO2A Business (as such terms are defined in the CVR Agreement) and/or selling or committing to sell any BBG Assets.
6.2 Bidders Directors’ Approval of the Offer Bidder represents and warrants that:
(a) Bidder Directors have met and considered the possibility of Bidder agreeing to make the Takeover Bid; and
(b) all Bidder Directors have approved this Agreement, including making the Offer in accordance with the terms and conditions hereunder.
6.3 Conduct of Bidder during Pre-Closing Period During the Pre-Closing Period:
(a) Bidder must, and must procure that each other Bidder Group Member:
(i) conduct their business in its usual and ordinary course and on a basis consistent with past practice or as may be required in order to satisfy a specific requirement of a Regulatory Agency; and
(ii) preserve and maintain the value of their assets; and
(b) Bidder must not issue any (A) Bidder Shares except (i) as a consequence of the exercise or conversion of Bidder Options if such Bidder Options were disclosed in clause 11.1(i) of the Bidder Disclosure Letter or (ii) in accordance with the PIPE Agreements, or (B) Bidder Options;
(c) Bidder must, and must procure that each other Bidder Group Member:
(i) promptly pass to Target any notice or communication from any Regulatory Agency or third party in any way affecting or potentially affecting the Bidder Assets; and
(ii) comply, in all material respects, with applicable laws consistent with past practice; and
(d) Bidder must procure that, in respect of Bidder and each other Bidder Group Member, except if as a result of an existing commitment that is expressly disclosed in the Bidder Disclosure Letter:
(i) no dividend or other distribution of profits or assets (incl...
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 Xxxxxx with drafts of the Bidder Information and, acting reasonably and in good faith, take into account any reasonable comments from Xxxxxx 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx 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. Without limiting clause 2, Bidder must:
Bidder obligations. Without limiting clause 2, Bidder must:
(a) provide all assistance and information reasonably requested by Xxxxxxx 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 Xxxxxxx will prepare the Court documentation for the New Orders and Final Orders).
Bidder obligations
