OF THE SCHEME Sample Clauses

OF THE SCHEME. Section 3.1 Responsibilities of WTW in Respect of the Scheme. WTW shall, unless this Agreement has been validly terminated pursuant to and in accordance with Section 9.1: (a) (i) be responsible for the preparation of the Scheme Document and all other documentation necessary to effect the Scheme and to convene the WTW EGM and Court Meeting, (ii) provide Aon with drafts of the Scheme Document and afford Aon and its Representatives reasonable opportunity to review and comment on the Scheme Document and such other documents and shall consider such comments in good faith and (iii) subject to the foregoing clauses (i) and (ii), as promptly as reasonably practicable after the date hereof, cause the Scheme Document to be filed with the Panel (in accordance with Rule 41.1(b) of the Takeover Rules); (b) for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and provide Aon and its Representatives with the opportunity to attend any meetings with such barrister to discuss matters pertaining to the Scheme, and any issues arising in connection with it (except to the extent the barrister is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW Board of Directors or their responsibilities under the Takeover Rules); (c) as promptly as reasonably practicable, notify Aon upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document, the WTW Equity Award Holder Proposal or the related forms of proxy and provide Aon with copies of all material written correspondence between WTW and its Representatives and the Panel relating to such documents; (d) use its reasonable best efforts to respond to and resolve all Panel comments with respect to the Scheme Document as promptly as practicable after receipt thereof; (e) as promptly as reasonably practicable, notify Aon of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document with the Panel, as applicable, or implementation of the Scheme as the case may be; (f) prior to filing or the despatch of any amendment or supplement to the Scheme Document requested by the Panel, or responding in writing to any comments of the Panel with respect thereto, WTW shall provide Aon and its Representatives with a reasonable opportunity to review and comment on such document or response and con...

OF THE SCHEME. 5.1 Where the Transaction is being implemented by way of the Scheme, Bidco undertakes to deliver a notice in writing to GCP on the Business Day prior to the Sanction Hearing, confirming either: 5.1.1 the satisfaction or 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 Bidco reasonably considers entitles it to invoke such Condition or treat it as unsatisfied or incapable of satisfaction, and why Bidco considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s). 5.2 Where the Transaction is being implemented by way of the Scheme, Bidco 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 in so far as it relates to Bidco and, to the extent that all the Conditions (other than the Scheme Conditions) have been satisfied or waived prior to or on the date of the Sanction Hearing, Bidco shall provide such documentation or information as may reasonably be required by GCP’s counsel or the Court in relation to such undertaking. 5.3 If the board of Bidco intends to invoke (and the Panel would permit Bidco to so invoke) any of the Conditions, Bidco shall, subject to applicable Law, inform GCP, providing reasonable details as soon as is reasonably practicable.

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.

OF THE SCHEME. 5.1 Where the Acquisition is being implemented by way of the Scheme, and provided that the date set for the Court Sanction Hearing has been agreed to by Bidder in writing (acting reasonably and in good faith) or otherwise set for a date no earlier than ten days after the date on which the Regulatory Conditions have been satisfied (or where applicable, waived), Bidder undertakes that, by no later than 11.59 p.m. on the Business Day immediately preceding the Court Sanction Hearing, it shall deliver a notice in writing to Target either: 5.1.1 confirming the satisfaction or waiver of all Conditions (other than the Scheme Condition); or 5.1.2 confirming its intention to invoke a Condition (if permitted by the Panel) and providing reasonable details of the event which has occurred (or failed to occur), or circumstances which have arisen, which Bidder reasonably considers entitles it to invoke the Condition (and, in the case of any Condition to which Rule 13.5(a) of the Code applies, setting out why Bidder considers such event or circumstances to be of material significance to Bidder in the context of the Acquisition for the purposes of Rule 13.5). 5.2 If the Acquisition is being implemented by way of the Scheme (and to the extent that all Conditions (other than the Scheme Condition) have been satisfied or waived prior to or on the date of the Court Sanction Hearing), Bidder shall instruct counsel to appear on its behalf at the Court Sanction Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to Bidder, and shall provide such documentation or information as may reasonably be required by Target’s counsel or the Court in relation to such undertaking.

OF THE SCHEME. 4.1 Without prejudice to Clause 3, each of Equinix, Equinix UK and IXEurope shall, as promptly as reasonably practicable, take or cause to be taken all such steps as are within its power and necessary (and in so far as it is permitted by law and regulation), and to provide each other with such other assistance as may reasonably be required, to implement the Acquisition as soon as reasonably practicable, including without limitation: (a) IXEurope undertakes to Equinix and Equinix UK that it will use all reasonable endeavours to take, or cause to be taken, all such steps as are within its power and are necessary, or reasonably required by Equinix and Equinix UK (in each case in so far as it is permitted by law and regulation), to implement the Scheme, and in accordance with and subject to the terms and conditions of the Announcement; (b) IXEurope shall instruct Counsel for the purposes of the Scheme (including the Scheme Hearing and Reduction Hearing) and shall provide Equinix and Equinix UK with the opportunity to attend any conferences with Counsel to discuss the Scheme and any issues arising in connection with it; (c) IXEurope shall, as soon as reasonably practicable following the release of the Announcement in accordance with Clause 2.1, apply to the Court for leave to convene the Court Meeting and file such documents and take such other steps as the Court may direct or require or may otherwise be necessary in connection with such application; (d) subject to: (i) the Court making the order necessary for the purpose of convening the Court Meeting as contemplated by Clause 4.1(c); (ii) the necessary documents being settled with the Court and, where required, approved by Equinix and Equinix UK under Clause 3.2(d); (iii) compliance by Equinix and Equinix UK with its obligations under Clause 3.3 and 3.4; and (iv) such documents being approved by the Panel, IXEurope shall, in accordance with the orders of the Court and as soon as reasonably practicable and in any event no later than the Posting Date, publish and post the Scheme Document and Form of Proxy to the IXEurope Shareholders on the register of members of IXEurope on a record date to be agreed with the Court (and any others entitled to receive such documents) and thereafter as soon as reasonably practicable, publish and/or post such other documents and information as the Court or the Panel may approve or require from time to time in connection with the convening of the Court Meeting and/or the EGM; (e) ...

OF THE SCHEME. 5.1 Where the Transaction is being implemented by way of the Scheme, Nationwide undertakes to deliver a notice in writing to Virgin Money prior to the Sanction Hearing confirming either: 5.1.1 the satisfaction or 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 Nationwide reasonably considers entitles it to invoke such Condition or treat it as unsatisfied or incapable of satisfaction and why Nationwide considers such an event or circumstance to be sufficiently material in the context of the Transaction for the Panel to permit it to invoke such Condition. 5.2 Where the Transaction is being implemented by way of the Scheme, Nationwide 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 in so far as it relates to Nationwide and to the extent that all the Conditions (other than the Condition set out in paragraph 2(C) of Part A of Appendix 1 to the 2.7 Announcement) have been satisfied or waived prior to or on the date of the Sanction Hearing. Nationwide shall provide such documentation or information as may reasonably be required by Virgin Money's counsel or the Court in relation to such undertaking. 5.3 If Nationwide intends to seek the permission of the Panel to invoke a Condition, Nationwide (subject to any restriction under applicable Law) shall inform Virgin Money as soon as reasonably practicable and provide details as to the ground(s) on which it intends to invoke the relevant Condition.

OF THE SCHEME. Section 3.1 Responsibilities of WTW in Respect of the Scheme. WTW shall, unless this Agreement has been validly terminated pursuant to and in accordance with Section 9.1: (a) (i) be responsible for the preparation of the Scheme Document and all other documentation necessary to effect the Scheme and to convene the WTW EGM and Court Meeting, (ii) provide Aon with drafts of the Scheme Document and afford Aon and its Representatives reasonable opportunity to review and comment on the Scheme Document and such other documents and shall consider such comments in good faith and

OF THE SCHEME. 3.1 Subject as provided in this Agreement, each of Xxxxxx and Bidco undertakes to each other that it will: (a) co-operate and take or cause to be taken all such steps as are within its power and are both reasonable and necessary to implement the Scheme in accordance with the Timetable as soon as reasonably practicable; and (b) keep each other informed and consult each other as to the progress of the Scheme. 3.2 Without prejudice to the generality of the foregoing Clause 3.1 Xxxxxx undertakes: (a) not to seek to amend the Timetable without the consent of Bidco (such consent not to be unreasonably withheld or delayed); and (b) not to allot or issue or grant any options over any Xxxxxx Shares between the date of this Agreement and the time at which the Scheme becomes effective. 3.3 Xxxxxx agrees that the Scheme Document shall incorporate a unanimous recommendation of the Directors to Xxxxxx Shareholders to vote in favour of the Scheme and the Xxxxxx Resolution in the form set out in the Press Announcement, except to the extent that the Directors have determined (acting in good faith and having taken legal and financial advice to that effect) that such recommendation should not be given (or should be withdrawn or modified) having regard to their fiduciary duties as directors of Xxxxxx. 3.4 Xxxxxx confirms to Bidco that the Scheme will contain provisions in accordance with the terms and conditions set out in the Press Announcement and other terms and conditions only as further agreed among Xxxxxx and Bidco. Once the Scheme Document has been posted, save as required by law or regulation or the Panel or the London Stock Exchange or any court of competent jurisdiction, Xxxxxx will not amend the Scheme without the prior written consent of Bidco (such consent not to be unreasonably withheld or delayed). 3.5 The obligations of the parties to implement the Scheme or, if applicable, the Offer are subject to satisfaction (or waiver by Bidco) of the Conditions. Xxxxxx undertakes to Bidco that it will procure that the Final Court Hearing is postponed if, at 6.00 pm on the Business Day preceding the date of the Final Court Hearing appearing on the Timetable, Bidco has notified Xxxxxx in writing that it has not waived or treated as satisfied each Condition (such notification to include details of the reasons why any particular Condition has not been waived or satisfied) and if such notification is given at that time, Xxxxxx undertakes not to arrange for the Final Court Hear...

OF THE SCHEME. 2.1. 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, subject to the Scheme becoming otherwise unconditional, shall implement the Scheme in accordance with its terms. 2.2. Subject always to clause 4.1, the Company (acting by the Liquidators) shall, in so far as it is able, transfer or procure the transfer to the ICVC (or its agent or nominee, including the Depositary), on behalf of the ICVC Sub-Fund, of the cash, undertaking and other assets of the Company comprising the Rollover Pool in accordance with, and for the consideration provided under, clause 3 of this Agreement and the Scheme.

OF THE SCHEME. 4.1 If the Transaction is implemented by means of the Scheme, Bidco undertakes: (a) to provide to Network, as promptly as reasonably practicable, for the purposes of inclusion in the Scheme Document or any other document required to be produced by Network in connection with the Transaction (including any supplementary circular), all such information about Bidco, other members of the Bidco Group and their respective Personnel (including the Bidco Responsible Persons) as may be reasonably required by Network (having regard to the Code and other Law) for inclusion in such document; (b) promptly to provide to Network all such other assistance and access as may reasonably be required in connection with the preparation of the Scheme Document or any other document required by the Code or other Law to be produced by Network in connection with the Transaction (including any supplementary circular), including access to, and ensuring the provision of reasonable assistance by, Xxxxx's relevant professional advisers; and (c) to procure that each Bidco Responsible Person accepts responsibility, in the terms required by the Code, for all information in the Scheme Document and any supplementary circular relating to Bidco, other members of the Bidco Group, their respective Personnel, the Transaction, the financing of the Transaction, any statement of intention or belief in relation to the Transaction or the enlarged Bidco Group following the Effective Date and any other information in the Scheme Document (and any supplementary circular) for which Bidco or a Bidco Responsible Person is required to accept responsibility under the Code. 4.2 Bidco agrees to correct any information provided by it for use in the Scheme Document or any supplementary circular to the extent that such information has become false or misleading as promptly as reasonably practicable after Bidco becomes aware that such information has become false or misleading.