Mutual Responsibilities of the Parties. (a) If any of the Parties becomes aware of any information that, pursuant to the Takeover Rules, the Act, the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Scheme Document or the Proxy Statement, then such Party shall promptly inform the other Party thereof and the Parties shall cooperate with each other in submitting or filing such amendment or supplement with the Panel, the SEC and/or the High Court, as applicable, and, if required, in mailing such amendment or supplement to the Allergan Shareholders and, for information only, if required, to the holders of the Allergan Options or Allergan Share Awards. Each of the Parties agrees to promptly (i) correct any information provided by it for use in the Scheme Document or the Proxy Statement, as applicable, if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Scheme Document or the Proxy Statement, as applicable, to include any information that shall become necessary in order to make the statements in the Scheme Document or the Proxy Statement, as applicable, in light of the circumstances under which they were made, not misleading. Allergan further agrees to cause the Scheme Document or the Proxy Statement, as applicable, as so corrected or supplemented promptly to be filed with the Panel and the SEC and to be despatched to its stockholders, in each case as and to the extent required by applicable Law. For purposes of this Section 3.3(a), any information concerning the Allergan Group will be deemed to have been provided by Allergan, and any information concerning the AbbVie Group will be deemed to have been provided by AbbVie and/or Acquirer Sub.
Appears in 5 contracts
Samples: Transaction Agreement, Transaction Agreement, Transaction Agreement (AbbVie Inc.)
Mutual Responsibilities of the Parties. (a) If any of the Parties becomes aware of any information that, pursuant to the Irish Takeover Rules, the Irish Companies Act, the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Scheme Document or the Proxy Statement, then such Party shall promptly inform the other Party thereof and the Parties shall cooperate with each other in submitting or filing such amendment or supplement with the Irish Takeover Panel, the SEC and/or or the Irish High Court, as applicable, and, if required, in mailing sending such amendment or supplement to the Allergan Company Shareholders and, for information only, if required, to the holders of the Allergan Options or Allergan Share AwardsCompany Equity Award Holders. Each of the Parties agrees to promptly (i) correct any information provided by it specifically for use inclusion or incorporation by reference in the Scheme Document or the Proxy Statement, as applicable, if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use inclusion or incorporation by reference in the Scheme Document or the Proxy Statement, as applicable, to include any information that shall become necessary in order to make the statements in the Scheme Document or the Proxy Statement, as applicable, in light of the circumstances under which they were made, not misleading. Allergan The Company further agrees to cause the Scheme Document or the Proxy Statement, as applicable, as so corrected or supplemented promptly to be filed with the Irish Takeover Panel and the SEC and to be despatched sent to its stockholdersthe Company Shareholders and for information only, if required, to the Company Equity Award Holders, in each case as and to the extent required by applicable LawLaws. For purposes of this Section 3.3(a), any information concerning the Allergan Company Group will be deemed to have been provided by Allerganthe Company, and any information concerning the AbbVie Parent Group will be deemed to have been provided by AbbVie and/or Parent or Acquirer Sub.
Appears in 3 contracts
Samples: Transaction Agreement (Horizon Therapeutics Public LTD Co), Transaction Agreement (Amgen Inc), Transaction Agreement