Implementation and Documentation Sample Clauses
Implementation and Documentation. 3.1 The CITIC Parties and the GE Parties undertake to each other to implement, insofar as they are able, the Proposed Transaction. Accordingly, each Party agrees to use all reasonable endeavours to, and to procure that its Group and its directors and its relevant professional advisers assist it to, prepare all such documents and take all such steps as are necessary or desirable in connection with implementation of the Proposed Transaction and for the purposes of obtaining all Clearances.
3.2 The CITIC Parties and the GE Parties agree that any significant matter relating to the Proposed Transaction (including the approval of any material document relating thereto prior to its execution and/or release, and the structure of the Proposed Transaction), shall be discussed and a course of action agreed upon between CITIC Topco (for itself and CITIC Shareholder) and GE Topco (for itself and GE Shareholder) acting in good faith as soon as possible (taking into account relevant regulatory requirements on timing) after such matter being raised by any Party with the other Parties. In particular, any change to the terms and/or conditions of the Proposed Transaction (to the extent permissible under the Code) shall be discussed in good faith between CITIC Topco (for itself and CITIC Shareholder) and GE Topco (for itself and GE Shareholder) and shall be subject to their prior written consent.
3.3 Each of CITIC Topco and GE Topco shall, and shall procure that CITIC Shareholder and GE Shareholder respectively shall use their rights as shareholders of Bidco to, co-ordinate the preparation, approval, execution, filing and/or despatch of the Offer Documents in accordance with the requirements of the Code, the SFC, the Stock Exchange, the SEC, the Bermuda Companies Act and (if relevant) the Bermudan courts.
3.4 Each Party agrees promptly to share all information it acquires relevant to AsiaSat and/or the Proposed Transaction with all other Parties.
Implementation and Documentation. We will act between the relevant provider on your behalf and arrange for all recommended products to be implemented and registered in your name(s) unless you instruct us otherwise in writing. We will forward all documents showing ownership of your investments or policies to you as soon as practicable after we receive them. Where a number of documents relating to a series of transactions is involved, we will normally hold each document until the series is complete and then forward them to you.
Implementation and Documentation. 2.1 The parties undertake to implement the Scheme in accordance with, and subject to the terms and conditions of, the Announcement and, so far as possible, the Timetable, with the overall intention that all Clearances are satisfied prior to the Court Hearing. Accordingly, without prejudice to the preceding sentence, each party agrees to use all reasonable endeavours to, and to procure that its Group and its directors and its relevant professional advisers assist it to, prepare all such documents and take all such steps as are necessary or desirable:
(a) in connection with the Acquisition, the Scheme and the Offer (if made); and
(b) for the purposes of obtaining all Clearances.
2.2 ebookers shall not seek to amend the Scheme or the EGM Resolutions after despatch of the Circular without the prior written consent of Cendant, which consent shall not be unreasonably delayed or withheld.
2.3 Cendant Bidco will instruct Counsel to appear on its behalf at the hearing of the petition to sanction the Scheme and will undertake to the Court to be bound by the terms of the Scheme insofar as it relates to Cendant Bidco, including as to discharge of the Cash Consideration for the Acquisition.
2.4 ebookers will, save as otherwise agreed with Cendant, take or cause to be taken all such steps as are necessary or desirable to implement the Scheme in accordance with the Timetable and, in particular, but without limitation:
(a) ebookers will, as soon as reasonably practicable after the date of this Agreement, issue a Part 8 claim form in order to seek the Court's permission to convene the Court Meeting and file such documents as may be necessary in connection therewith;
(b) upon:
(i) the necessary documents being settled with the Court and, where required, approved by Cendant under Clause 2.8; and
(ii) the Court making the order necessary for the purpose of convening the Court Meeting, ebookers shall as soon as reasonably practicable, publish the requisite documents, including the Circular together with appropriate forms of proxy for use at the Meetings, and thereafter in a timely manner, publish and/or post such other documents and information as the Court, the Panel, the UK Listing Authority, NASDAQ or the SEC may approve or require from time to time in connection with the proper implementation of the Scheme according to the Timetable;
(c) ebookers will convene the Extraordinary General Meeting to be held immediately following the Court Meeting to consider and, if thought fi...