Confidentiality and Joint Defence Agreement. Further, Keysight , Spirent and their respective external regulatory counsel have entered into a confidentiality and joint defence agreement (the “Confidentiality and Joint Defence Agreement”) dated 11 March 2024, the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties and in relation to, in particular, the anti-trust and regulatory workstream only takes place between their respective external regulatory counsel and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of any privilege, right or immunity that might otherwise be available. Co-operation Agreement Pursuant to a co-operation agreement dated on or around the date of this announcement between Spirent and Keysight (the “Co-operation Agreement”), among other things: (i) Spirent and Keysight have agreed to certain undertakings to co-operate and provide each other with information, assistance and access in a timely manner in relation to the filings, notifications or submissions as are necessary for the purposes of satisfying the regulatory conditions; (ii) Keysight has agreed to provide Spirent with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (iii) Keysight and Spirent have agreed to certain provisions providing Keysight with the ability to effect the Acquisition by way of a Takeover Offer rather than the Scheme (and Keysight and Spirent have agreed to certain customary provisions if Keysight elects to implement the Acquisition by means of a Takeover Offer); and (iv) Spirent and Keysight have agreed certain arrangements in respect of employees and the Spirent Share Plans, as well as directors’ and officers’ insurance. Pursuant to the Co-operation Agreement, Keysight shall, and shall procure that the members of the Keysight Group shall, take all steps necessary to satisfy the regulatory conditions as promptly as practicable (and in any event, in sufficient time so as to enable the Effective Date to occur prior to the Long Stop Date). The Co-operation Agreement shall be terminated with immediate effect: • if Keysight and Spirent so agree in writing at any time prior to the Effective Date; • upon service of written notice by Xxxxxxxx to Spirent, if the Spirent Directors change their recommendation in certain circumstances; • upon service of written notice by either Keysight to Spirent or Spirent...
Confidentiality and Joint Defence Agreement. LSEG and DBAG have also entered into a Confidentiality and Joint Defence Agreement dated 18 February 2016, the purpose of which is to ensure that the exchange and disclosure of certain materials relating to the parties and between their respective legal counsel preserves the confidentiality of such materials and does not result in a waiver of any privilege, right or immunity that might otherwise be available.
Confidentiality and Joint Defence Agreement. On 15 November 2021, Blue Prism, SS&C and their respective legal advisers entered into a Confidentiality and Joint Defence Agreement, the purposes of which are: (i) to agree that “Restricted Information” about the Blue Prism Group may only be shared with SS&C on an “Outside Counsel/Retained Experts Only” basis and so will not be deemed to have been received by SS&C for the purposes of Rule 21.3 of the Takeover Code; and (ii) to ensure that such sharing of the “Restricted Information” does not constitute a waiver of privilege, right or immunity otherwise available. Co-operation Agreement Pursuant to a co-operation agreement dated on or around the date of this Announcement between Blue Prism and Bidco (the “Co-operation Agreement”), among other things: (i) Blue Prism has agreed to co-operate with Bidco to assist the satisfaction of certain regulatory conditions, and Bidco has entered into commitments in relation to obtaining regulatory and foreign investment clearances;
Confidentiality and Joint Defence Agreement. On 23 September 2021, Blue Prism, VEPM and their respective legal advisers entered into a Confidentiality and Joint Defence Agreement, the purposes of which are: (i) to agree that “Restricted Information” about the Blue Prism Group may only be shared with VEPM on an “Outside Counsel/Retained Experts Only” basis and so will not be deemed to have been received by VEPM for the purposes of Rule 21.3 of the Takeover Code; and (ii) to ensure that such sharing of the “Restricted Information” does not constitute a waiver of privilege, right or immunity otherwise available. Co-operation Agreement Pursuant to a co-operation agreement dated on or around the date of this Announcement between Blue Prism and Bidco (the “Co-operation Agreement”), among other things: (i) Blue Prism has agreed to co-operate with Bidco to assist the satisfaction of certain regulatory conditions, and Bidco has entered into commitments in relation to obtaining regulatory and foreign investment clearances;
Confidentiality and Joint Defence Agreement. WSP Global, RPS and their respective external legal counsels have entered into a Confidentiality and Joint Defence Agreement, the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties only takes place between their respective external legal counsels and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of privilege, right or immunity that might otherwise be available. Common Interest and Joint Defence Agreement WSP Global, RPS, RPS Group Inc. and their respective external legal counsels have entered into a common interest and joint defence agreement dated 3 August 2022, the purpose of which is to ensure that the exchange and/or disclosure of certain materials can be made in a manner which seeks to preserve any privilege, right or immunity that might be available.
Confidentiality and Joint Defence Agreement. Vistry, Countryside and their respective external legal counsels have entered into the Confidentiality and Joint Defence Agreement, the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties only takes place between their respective external legal counsels and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of privilege, right or immunity that might otherwise be available.
