Implementation of the Acquisition Clause Samples
The 'Implementation of the Acquisition' clause outlines the procedures and responsibilities for carrying out the steps necessary to complete a business acquisition. It typically details the actions each party must take, such as transferring assets, obtaining regulatory approvals, and fulfilling closing conditions. This clause ensures that both parties understand their obligations and timelines, thereby facilitating a smooth and coordinated transition and reducing the risk of misunderstandings or delays during the acquisition process.
Implementation of the Acquisition. 5.1 Where the Acquisition is being implemented by way of the Scheme:
(a) Take-Two undertakes that, by no later than 11:59 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Codemasters either:
(i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or
(ii) confirming Take-Two’s intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Take- Two reasonably considers entitle it to invoke such Condition(s) and the reasons why Take-Two considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s);
(b) where Take-Two confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two agrees that Codemasters shall be permitted to take the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and
(c) where Take-Two confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two irrevocably agrees to undertake to the Court to be bound by the terms of the Scheme in so far they relate to Take-Two, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake).
5.2 If Take-Two becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Take-Two to invoke (and the Panel would permit Take-Two to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code), Take-Two shall (subject to Law) inform Codemasters providing reasonable details as soon as is reasonably practicable.
Implementation of the Acquisition. 5.1 Where the Acquisition is being implemented by way of the Scheme:
(a) Bidco undertakes that, by no later than 11.59 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Air Partner either:
(i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or
(ii) confirming its intention to invoke a Condition (if permitted by the Panel) and providing details of the event which has occurred, or circumstances which have arisen, which Bidco considers entitle it to invoke the Condition; and
(b) in circumstances in which Bidco confirms the satisfaction or waiver of all Conditions (other than the Scheme Conditions) as contemplated by clause 5.1(a)(i), and only in those circumstances, Bidco shall instruct counsel to appear on its behalf at the Court Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to Bidco.
Implementation of the Acquisition. 5.1. Gran Tierra Energy Inc. acknowledges and agrees that the expected timetable for implementation of the Acquisition will be contained in the Scheme Document, subject to any revisions required as a result of the availability of Court Hearing dates.
5.2. Where the Acquisition is being implemented by way of the Scheme:
(a) Gran Tierra Energy Inc. undertakes that, by no later than 11.59 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to i3 Energy Plc either:
(i) confirming the satisfaction or waiver of all Conditions (other than the Condition relating to Court's sanction of the Scheme and any Condition relating to the Long Stop Date); or
(ii) confirming its intention to invoke one or more Conditions (which will always be subject to the consent of the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Gran Tierra Energy Inc. reasonably considers entitle it to invoke the Condition and why, in the case of any Condition to which Rule 13.5(a) of the Code applies, Gran Tierra Energy Inc. considers such event or circumstance to be of material significance to Gran Tierra Energy Inc. in the context of the Acquisition;
(b) in circumstances in which Gran Tierra Energy Inc. confirms the satisfaction or waiver of all Conditions (other than the Condition relating to Court's sanction of the Scheme and any Condition relating to the Long Stop Date) as contemplated by clause 5.1(a)(i) above, Gran Tierra Energy Inc. shall instruct counsel to appear on its behalf at the Court Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to Gran Tierra Energy Inc..
Implementation of the Acquisition. 5.1 ▇▇▇▇▇▇ acknowledges and agrees that the expected timetable for implementation of the Acquisition (and which will be contained in the Scheme Document, subject to any revisions required as a result of the availability of Court Hearing dates) is as set out in Schedule 3.
5.2 Notwithstanding the expected timetable set out in Schedule 3, the timing of the publication of the Scheme Document, the holding of the Spire Shareholder Meetings and the holding of the Court Hearing shall be at the sole election of Spire.
5.3 Where the Acquisition is being implemented by way of the Scheme and provided that the date set for the Court Hearing is not earlier than 16 July 2021, or such other date that has been agreed to by ▇▇▇▇▇▇ in writing (acting reasonably), or otherwise set for a date no earlier than the earlier in time to occur of: (i) the date on which Conditions 1(a) and 1(b) have been satisfied (or, where applicable, waived); and (ii) the date that is one month prior to the Longstop Date:
(a) ▇▇▇▇▇▇ undertakes that, by no later than 11.59 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Spire either:
(i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or
(ii) confirming its intention to invoke a Condition (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which ▇▇▇▇▇▇ reasonably considers entitle it to invoke the Condition and why, in the case of any Condition to which Rule 13.5 of the Code applies, ▇▇▇▇▇▇ considers such event or circumstance to be of material significance to ▇▇▇▇▇▇ in the context of the Acquisition; and
(b) in circumstances in which ▇▇▇▇▇▇ confirms the satisfaction or waiver of all Conditions (other than the Scheme Conditions), ▇▇▇▇▇▇ shall instruct counsel to appear on its behalf at the Court Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to ▇▇▇▇▇▇.
Implementation of the Acquisition. 5.1 Bidco acknowledges and agrees that the expected timetable for implementation of the Acquisition will be contained in the Scheme Document, subject to any revisions required as a result of the availability of Court Hearing dates.
5.2 Where the Acquisition is being implemented by way of the Scheme:
(a) Bidco undertakes that, by no later than 5.00 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Clinigen either:
(i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or
(ii) confirming its intention to invoke a Condition (which will always be subject to the consent of the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Bidco reasonably considers entitle it to invoke the Condition and why, in the case of any Condition to which Rule 13.5 of the Code applies, Bidco considers such event or circumstance to be of material significance to Bidco in the context of the Acquisition; and
(b) in circumstances in which Bidco confirms the satisfaction or waiver of all Conditions (other than the Scheme Conditions) as contemplated by clause 5.2(a)(i), Bidco shall instruct counsel to appear on its behalf at the Court Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to Bidco.