Implementation of the Scheme. 7.1 NortonLifeLock and Bidco each undertakes to Avast:
(a) save in respect of NortonLifeLock and Bidco’s obligations with respect to obtaining the Regulatory Approvals, which shall be determined in accordance with Clause 3, to co-operate with Avast and its advisers and to take or cause to be taken all such steps as are permissible by the Takeover Code and Law and are within its power that are necessary or reasonably requested by Avast to implement the Transaction in accordance with, and subject to the terms and conditions set out in, this Agreement, the Announcement and the Scheme Document (or, following an Agreed Switch, the Offer Document);
(b) that neither NortonLifeLock nor Bidco will object to the Court Sanction Hearing being convened as soon as reasonably practicable after the satisfaction or waiver of the Regulatory Conditions and the Shareholder Approval Conditions;
(c) that before the Court Sanction Hearing, NortonLifeLock and/or Bidco shall deliver a notice in writing to Avast confirming either:
(i) the satisfaction or waiver of all Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the Court), as contemplated by Section 3(g)(i) of Appendix 7 to the Takeover Code; or
(ii) NortonLifeLock’s and/or Bidco’s intention to invoke a Condition (if permitted by the Panel as contemplated in Section 3 of Appendix 7 to the Takeover Code), in which case NortonLifeLock and/or Bidco shall promptly provide Avast with details of the event which has occurred, or circumstances which have arisen, which NortonLifeLock and/or Bidco reasonably considers to be sufficiently material for the Panel to permit NortonLifeLock and/or Bidco to invoke the Condition (and, if such matter is capable of remedy by Avast, shall provide Avast with reasonable opportunity to remedy such matter); and
(d) to the extent that all the Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the Court) have been satisfied or, where permissible, waived on or before the date of the Court Sanction Hearing, NortonLifeLock and/or Bidco shall, as contemplated by Section 3(g)(ii) of Appendix 7 to the Takeover Code, instruct counsel to appear on NortonLifeLock’s and/or Bidco’s behalf at the Court Sanction Hearing and to undertake to the Court to be bound by the terms of the Scheme in so far as it relates to NortonLifeLock and/or Bidco.
7.2 If NortonLifeLock and/or ...
Implementation of the Scheme. 5.1 Where the Acquisition is being implemented by way of a Scheme, the Offeror undertakes to confirm in writing to the Company by no later than 11.59 p.m. on the Business Day immediately prior to the Court Hearing either:
5.1.1 the satisfaction or, where permissible, waiver of the Conditions (other than the Scheme Conditions); or
5.1.2 its 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 the Offeror considers entitles it to invoke any such Condition or treat it as unsatisfied or incapable of satisfaction and why the Offeror considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition.
5.2 If the Offeror becomes aware of any fact, matter or circumstance that would or in its opinion is likely to allow any of the Conditions to be invoked, the Offeror shall, subject to Law, inform the Company as soon as reasonably practicable following it becoming so aware and shall in good faith discuss with the Company such matters with respect to the relevant Conditions as the Company may reasonably request.
5.3 If the Acquisition is being implemented by way of the Scheme, the Offeror shall vote or shall procure the voting of the Company Shares which it holds (whether beneficially or otherwise) or controls in favour of each of the Implementation Resolutions.
5.4 Where the Acquisition is being implemented by way of a Scheme, the Offeror shall, through Counsel appearing on its behalf at the Court Hearing, agree to be bound by and consent to the implementation of the Scheme insofar as it relates to the Offeror to the extent that all of the Conditions (other than the Scheme Conditions) have been satisfied or waived prior to or at the Court Hearing.
Implementation of the Scheme. The Borrower shall:
(A) not take any action (and procure, so far as it is legally able to do so, that no person, acting in concert with it takes any action) which would compel it (or any person acting in concert with it) to make a mandatory offer to shareholders of Allergan under Rule 9 of the Takeover Rules;
(B) comply in all material respects with its obligations under the Scheme and the Scheme Documents; and
(C) comply in all material respects with its obligations under the Irish Companies Act and the Takeover Rules, subject to any applicable waivers by the Takeover Panel.
Implementation of the Scheme. The Borrower shall, and shall procure that Bidco shall:
(A) not take any action (and procure, so far as it is legally able to do so, that no person, acting in concert with it takes any action) which would compel it (or any person acting in concert with it) to make a mandatory offer to shareholders of the Target under Rule 9 of the Takeover Rules;
(B) comply in all material respects with their obligations under the Scheme and the Scheme Documents (in each case subject to (i) waivers granted by or requirements of the Takeover Panel or the requirements of the High Court and (ii) all relevant authorizations, laws and regulations and the requirements, rules and regulations of all applicable regulatory authorities and bodies relating to the Target Acquisition); and
(C) comply in all material respects with their obligations under the Irish Companies Act and the Takeover Rules, subject to any applicable waivers by the Takeover Panel (in each case subject to (i) waivers granted by or requirements of the Takeover Panel or the requirements of the High Court and
Implementation of the Scheme. 7.1 For so long as the Transaction is being implemented by means of the Scheme, each of Vantiv and Vantiv Bidco undertakes to Worldpay:
(a) to co-operate with Worldpay and its advisers to implement the Transaction in accordance with, and subject to the terms and conditions set out in, the Announcement and the Scheme Document (or Offer Document), save to the extent that to do so would be inconsistent with any provision of this agreement;
(b) that before the Sanction Hearing, Vantiv and/or Vantiv Bidco shall deliver a notice in writing to Worldpay either:
(i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or
(ii) if applicable, confirming its (or, if applicable, Vantiv Bidco’s) intention to invoke a Condition (if permitted by the Panel) and, subject to clause 3.6, providing Worldpay with details of the event which has occurred, or circumstances which have arisen, which Vantiv reasonably considers to be sufficiently material for the Panel to permit it to invoke the Condition (and shall provide Worldpay with reasonable opportunity to remedy such matter); and
(c) to the extent that all the Conditions (other than the Scheme Conditions) have been satisfied or waived on or before the date of the Sanction Hearing, Vantiv shall instruct counsel to appear on Vantiv’s and/or Vantiv Bidco’s behalf at the Sanction Hearing and to undertake to the Court to be bound by the terms of the Scheme in so far as it relates to Vantiv and Vantiv Bidco.
Implementation of the Scheme. 7.1 Sibanye-Stillwater undertakes that, immediately before the Scheme Hearing, it shall deliver a notice to Lonmin either:
7.1.1 confirming the satisfaction or waiver of all Conditions (other than the Condition set out in paragraph 2.3(i) of Part A of Appendix I of the Press Announcement (Court Sanction)); or
7.1.2 confirming its intention to invoke a Condition and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Sibanye-Stillwater reasonably considers is sufficiently material for the Panel to permit Sibanye-Stillwater to withdraw the Scheme.
Implementation of the Scheme. Each of the parties to this Agreement agrees with and undertakes to each other party that (insofar as may be within its respective powers) it shall implement the Scheme in accordance with its terms.
Implementation of the Scheme. 3.1 Subject as otherwise provided in this agreement, xxxxxxxxxx.xxx undertakes to Sabre and Travelocity Europe that it will take or cause to be taken all such reasonable steps as are within its powers and are reasonably necessary to implement the Scheme and, in particular, but without limitation:
(A) xxxxxxxxxx.xxx will use all reasonable endeavours promptly, and in any event not later than 30 May, 2005 or such other date as may be agreed between the parties, to apply to the Court for leave to convene the Court Meeting and file such documents and take such other steps as may be necessary in connection therewith;
(B) subject to:
(i) the Court making the order necessary for the purpose of convening the Court Meeting;
(ii) the necessary documents being settled with the Court and, where required, approved by Travelocity Europe under clause 4.2; and
(iii) such documents (insofar as required) being approved by any regulatory authority in an applicable jurisdiction,
Implementation of the Scheme. 3.1. Each of the parties to this Agreement agrees with and undertakes to each other party that (insofar as may be within its respective powers) it shall implement the Scheme in accordance with its terms.
3.2. Subject always to clause 5.1, the Company (acting by the Liquidators) shall, in so far as it is able, transfer or procure the transfer to MUT (or its nominee) of the cash, undertaking and assets of the Company comprising the Rollover Pool in accordance with and for the consideration provided under clause 4 of this Agreement and the Scheme.
Implementation of the Scheme. 4.1 Where the Acquisition is being implemented by way of the Scheme, AbbVie undertakes that before the Sanction Hearing, it shall deliver a notice in writing to Shire either: (i) confirming the satisfaction or waiver of all Conditions (other than Condition 2(c) (Court Sanction)); or (ii) confirming its intention to invoke a Condition and, if (ii), it shall as soon as reasonably practicable following such event or circumstance provide reasonable details of the event which has occurred, or circumstance which has arisen, which AbbVie reasonably considers is sufficiently material for the Panel to permit AbbVie to invoke any of the Conditions.
4.2 AbbVie shall, and shall procure that New AbbVie shall, subject to the provisions of this Agreement and the satisfaction or waiver of all Conditions, agree to be bound by and consent to the implementation of the Scheme. For this purpose, AbbVie shall instruct counsel to appear on its behalf at the Sanction Hearing and undertake to the Court to be bound by the terms of the Scheme.
