Preparation and Submission of Bid. The Parties shall each use their good faith efforts to cooperate and work together on the Bid and the Transaction; provided that (i) the terms of the Bid (except the price) shall be consistent in all respects with the terms as outlined in Annex I unless each of the Parties consents otherwise, (ii) the Sponsors shall be responsible for negotiating the price to be paid per Class A common share of the Target, and (iii) Ari de Sx Xxxxxxxxxx Nxxx is, by execution of this Agreement, irrevocably appointed by each of the Founders as the Founders’ representative and authorized to represent the Founders under and in connection with this Agreement and in relation to the Transaction. Each Party shall provide all resources reasonably necessary to prepare and submit the Bid and definitive agreements with the Target in connection with the Transaction. The Parties also acknowledge and agree that the Transaction may be considered a “going-private” transaction under Rule 13e-3 under the Exchange Act (“Rule 13e-3”) and agree to provide all information reasonably necessary to satisfy the applicable disclosure requirements under Rule 13e-3. Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal board meeting or investment committee materials or analyses or any information which it considers being commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Parties agree and confirm that the Parties who are directors or employees of the Target or its subsidiaries shall not be obligated to provide any information in breach of any of their respective obligations or fiduciary duties to the Target.
Preparation and Submission of Bid. The Parties shall each use their good faith efforts to cooperate and work together to prepare and, if they mutually agree and the submission of such Bid is authorized or requested in writing by the special committee of the board of directors of AmTrust, submit a Bid. Each Party shall provide all resources reasonably necessary to prepare and, if they mutually agree, submit the Bid. The Parties shall also use their good faith efforts to obtain and negotiate any financing necessary for or desired to be obtained in connection with the Transaction on terms mutually acceptable to the Parties. Each Party shall insure that the other Parties are provided the opportunity (which in the case of SPC, shall be satisfied by providing the opportunity to BZ), where reasonably practicable, to participate in all substantive discussions (including due diligence interviews) and negotiations relating to the Transaction with AmTrust, third party financing sources and any other relevant third parties other than a potential source of financing for a Party’s own investment (and shall promptly inform the other Parties (which in the case of SPC, shall be satisfied by informing BZ) of any such discussions and negotiations where such participation was not reasonably practicable).
Preparation and Submission of Bid. The Sponsors shall each use their good faith efforts to cooperate and work together on the Bid and the Transaction. Each Sponsor shall use its commercially reasonable efforts to provide all resources reasonably necessary to prepare and, subject to receipt of the Approvals applicable to such Sponsor, submit the Bid to the board of directors of the Target and, if applicable, negotiate definitive agreements with the Target in connection with the Transaction. Notwithstanding the foregoing, no Sponsor is required to make available to the other Sponsor any of its internal board meeting or investment committee materials or analyses or any information which it considers being commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Sponsors agree and confirm that (a) certain employees or representatives of each Sponsor are directors of the Target or its subsidiaries (the “Specified Individuals”), (b) such Specified Individuals may be subject to confidentiality obligations to the Target in their capacities as directors of the Target, which obligations are separate and independent from, and in addition to, any obligations set forth herein, and shall not be obligated to provide any information in breach of any of their respective obligations or fiduciary duties to the Target, (c) the provisions of this Agreement, including regarding the disclosure of Confidential Information, do not apply to any Specified Individual in his or her capacity as director of the Target and (d) nothing in this Agreement shall restrict or prevent any Specified Individual from performing or discharging his or her obligations or duties (including any fiduciary duties) as director of the Target, and no action taken or omission made by any Specified Individual in such individual’s capacity as a director of the Target, shall constitute a breach or violation of this Agreement.
Preparation and Submission of Bid. The Parties shall each use their good faith efforts to cooperate and work together on the Bid and the Transaction; provided that (i) the terms of the Bid (except the price) shall be consistent in all respects with the terms as outlined in Annex I unless each of the Parties consents otherwise, (ii) the Sponsors shall be responsible for negotiating the price to be paid per Class A common share of the Target, and (iii) Ari de Xx Xxxxxxxxxx Xxxx is, by execution of this Agreement, irrevocably appointed by each of the Founders as the Founders’ representative and authorized to represent the Founders under and in connection with this Agreement and in relation to the Transaction. Each Party shall provide all resources reasonably necessary to prepare and submit the Bid and definitive agreements with the Target in connection with the
