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, the Joint Proxy Statement or the Form S-4, then the Party becoming so aware 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, and, if required, the SEC and/or the High Court and, if required, in mailing such amendment or supplement to the Covidien Shareholders and, for information only, if required, to the holders of the Covidien Options or Covidien Share Awards; and (b) Covidien, Medtronic, IrSub and Holdco each shall take, or cause to be taken, such other steps as are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to Clauses 8.1 and 8.2 in connection with the Completion.
Appears in 2 contracts
Samples: Transaction Agreement (Covidien PLC), Transaction Agreement
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, the Joint Proxy Statement or the Form S-4, then the Party becoming so aware 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, and, if required, the SEC and/or the High Court and, if required, in mailing such amendment or supplement to the Covidien Xxxxxx Xxxxxxxx Shareholders and, for information only, if required, to the holders of the Covidien Xxxxxx Xxxxxxxx Options or Covidien Xxxxxx Xxxxxxxx Share Awards; and
(b) CovidienXxxxxx Xxxxxxxx, Medtronic, IrSub Actavis and Holdco each shall take, or cause to be taken, such other steps as are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to Clauses 8.1 and 8.2 in connection with the Completion.
Appears in 2 contracts
Samples: Transaction Agreement (Actavis, Inc.), Transaction Agreement (Warner Chilcott PLC)
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, the Joint Proxy Statement or the Form S-4, then the Party becoming so aware 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, and, if required, the SEC and/or the High Court and, if required, in mailing such amendment or supplement to the Covidien Xxxxxx Shareholders and, for information only, if required, to the holders of the Covidien Xxxxxx Options or Covidien Xxxxxx Share Awards; and
(b) CovidienXxxxxx, Medtronic, IrSub Xxxxx and Holdco each shall take, or cause to be taken, such other steps as are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to Clauses 8.1 and 8.2 in connection with the Completion.
Appears in 2 contracts
Samples: Transaction Agreement (Eaton Corp), Transaction Agreement (Cooper Industries PLC)