Papillon's obligations Clause Samples

Papillon's obligations. Papillon must execute all documents and do all acts and things within its power as may be necessary or desirable for the implementation and performance of the Scheme on a basis consistent with this agreement and substantially in accordance with the Timetable (and must consult with B2Gold on a regular basis about its progress in that regard), and in particular Papillon must: (a) promote merits of Transaction: participate in, and ensure the Papillon Board participates in, efforts reasonably requested by B2Gold to promote the merits of the Transaction, including meeting with key members of Papillon at the reasonable request of B2Gold; (b) prepare Scheme Booklet: prepare the Scheme Booklet in respect of the Scheme in accordance with all applicable laws and in particular with the Corporations Act, RG 60 and the Listing Rules; (c) directors’ recommendation: include in the Scheme Booklet a statement by the Papillon Board: (i) unanimously recommending that Papillon Shareholders vote in favour of the Scheme in the absence of any Superior Offer unless there has been a change of recommendation permitted under this agreement; and (ii) that each Papillon Board member will (in the absence of a Superior Offer) vote, or procure the voting of any Papillon Shares (as applicable) held by or on behalf of a Papillon Board Member at the time of the Scheme Meeting in favour of the Scheme at the Scheme Meeting; (d) commission Independent Expert’s report: promptly appoint the Independent Expert, and any investigating accountant to be appointed in connection with the preparation of the Scheme Booklet or the Independent Expert’s report, and provide all assistance and information reasonably requested by them in connection with the preparation of the Independent Expert’s report for inclusion in the Scheme Booklet (including any updates to such report) and any other materials to be prepared by them for inclusion in the Scheme Booklet (including any updates thereto); (e) amend Scheme Booklet: implement such changes to those parts of the Scheme Booklet relating to B2Gold which are provided to Papillon by B2Gold in accordance with clause 5.3(a) as reasonably requested by B2Gold prior to finalising the Regulator's Draft; (f) consultation with B2Gold: as soon as practicable after the date of this agreement: (i) provide to B2Gold a draft of the Scheme Booklet and the Independent Expert’s Report for the purpose of enabling B2Gold to review and comment on those draft documents. In relation to ...