LETTER OF AGREEMENT ARTICLE 26
Letter of Agreement re SECTION 8
Cooperation Agreement Pursuant to a cooperation agreement dated on or around the date of this announcement between Britvic and Bidco (the "Cooperation Agreement"), among other things: (i) Britvic and Bidco have agreed to certain undertakings to co-operate and provide each other with information, assistance and access in a timely manner in relation to the filings, notifications or submissions as are necessary for the purposes of satisfying the regulatory conditions; (ii) Bidco has agreed to provide Britvic with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (iii) Bidco and Britvic have agreed to certain provisions providing Bidco with the ability to effect the Acquisition by way of a takeover offer rather than the Scheme (and Xxxxx and Britvic have agreed to certain customary provisions if Bidco elects to implement the Acquisition by means of a takeover offer); and (iv) Britvic and Bidco have agreed certain arrangements in respect of Britvic's employees and the Britvic Share Plans, as well as directors' and officers' insurance. Pursuant to the Cooperation Agreement, Bidco shall use, and shall procure that each member of the Carlsberg Group shall use, all reasonable endeavours to achieve and otherwise satisfy the regulatory conditions as promptly as reasonably practicable (and, in any event, in sufficient time so as to enable the Effective Date to occur prior to the Long Stop Date) provided that all reasonable endeavours shall require Bidco to take, or agree to take all actions necessary to satisfy the regulatory conditions set out in paragraphs 3.1 and 3.2 of Part A of Appendix 1 to this announcement (including accepting any relevant remedies), in each case except to the extent that such actions would, individually or in the aggregate, be of material significance to Bidco in the context of the Acquisition (as such material significance standard is or would fall to be determined by the Panel under the Takeover Code), in which case Bidco shall not be required to take, or agree to take, such actions. The Cooperation Agreement shall be terminated with immediate effect (amongst others): (a) if Xxxxx and Britvic so agree in writing at any time prior to the Effective Date; (b) upon service of written notice by Xxxxx to Britvic, if the Britvic Directors change their recommendation in certain circumstances; (c) upon service of written notice by either Bidco to Britvic or Britvic to Bidco, if: (i) the Scheme is not approved by the requisite majority of Britvic Shareholders at the Court Meeting or the Resolutions are not passed by the requisite majority of Britvic Shareholders at the General Meeting; (ii) the Court Meeting and/or the General Meeting are not held on or before the 22nd day after the expected date of the Court Meeting and/or General Meeting; (iii) the Court makes a final determination not to sanction the Scheme; (iv) prior to the Long Stop Date, any Condition has been invoked by Bidco (where the invocation of the relevant Condition has been specifically permitted by the Panel); (v) prior to the Long Stop Date, a "competing proposal" (as defined therein) is recommended in whole or in part by the Britvic Board or completes, becomes effective or is declared or becomes unconditional; or (vi) if the Acquisition lapses, terminates or is withdrawn on or prior to the Long Stop Date other than: (A) as a result of Bidco's right to switch to a takeover offer; or (B) it is otherwise to be followed within six business days by a firm offer announcement made by Bidco (or a person acting in concert with Bidco) to implement the Acquisition by a different offer or scheme on substantially the same or improved terms and which is (or is intended to be) recommended by the Britvic Directors.
Client Agreement 2.1. The Company may unilaterally change any terms of this Client Agreement for any of the following reasons:
TERMS OF AGREEMENT In consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:
Review of Agreement Each party acknowledges that it has had time to review this agreement and, as desired, consult with counsel. In the interpretation of this agreement, no adverse presumption shall be made against any party on the basis that it has prepared, or participated in the preparation of, this agreement.
MEMORANDUM OF AGREEMENT Contemporaneously with the execution of this Agreement, the Parties shall execute, acknowledge, deliver and record a “short form” memorandum of this Agreement in the form of Exhibit J attached hereto (as modified, including by the addition of any required property descriptions, required by local law and practice to put such Memorandum of record and put third parties on notice of this Agreement), which shall be placed of record in each state and county in which the currently-existing Dedicated Properties are located. Further such memoranda shall be executed and delivered by Shipper as Gatherer from time to time requests to evidence the dedication of additional areas or Oil and Gas Interests under this Agreement.
Development Agreement As soon as reasonably practicable following the ISO’s selection of a transmission Generator Deactivation Solution, the ISO shall tender to the Developer that proposed the selected transmission Generator Deactivation Solution a draft Development Agreement, with draft appendices completed by the ISO to the extent practicable, for review and completion by the Developer. The draft Development Agreement shall be in the form of the ISO’s Commission-approved Development Agreement for its reliability planning process, which is in Appendix C in Section 31.7 of Attachment Y of the ISO OATT, as amended by the ISO to reflect the Generator Deactivation Process. The ISO and the Developer shall finalize the Development Agreement and appendices as soon as reasonably practicable after the ISO’s tendering of the draft Development Agreement. For purposes of finalizing the Development Agreement, the ISO and Developer shall develop the description and dates for the milestones necessary to develop and construct the selected project by the required in-service date identified in the Generator Deactivation Assessment, including the milestones for obtaining all necessary authorizations. Any milestone that requires action by a Connecting Transmission Owner or Affected System Operator identified pursuant to Attachment P of the ISO OATT to complete must be included as an Advisory Milestone, as that term is defined in the Development Agreement. If the ISO or the Developer determines that negotiations are at an impasse, the ISO may file the Development Agreement in unexecuted form with the Commission on its own, or following the Developer’s request in writing that the agreement be filed unexecuted. If the Development Agreement is executed by both parties, the ISO shall file the agreement with the Commission for its acceptance within ten (10) Business Days after the execution of the Development Agreement by both parties. If the Developer requests that the Development Agreement be filed unexecuted, the ISO shall file the agreement at the Commission within ten (10) Business Days of receipt of the request from the Developer. The ISO will draft, to the extent practicable, the portions of the Development Agreement and appendices that are in dispute and will provide an explanation to the Commission of any matters as to which the parties disagree. The Developer will provide in a separate filing any comments that it has on the unexecuted agreement, including any alternative positions it may have with respect to the disputed provisions. Upon the ISO’s and the Developer’s execution of the Development Agreement or the ISO’s filing of an unexecuted Development Agreement with the Commission, the ISO and the Developer shall perform their respective obligations in accordance with the terms of the Development Agreement that are not in dispute, subject to modification by the Commission. The Connecting Transmission Owner(s) and Affected System Operator(s) that are identified in Attachment P of the ISO OATT in connection with the selected transmission Generator Deactivation Solution shall act in good faith in timely performing their obligations that are required for the Developer to satisfy its obligations under the Development Agreement.
Amendment of Agreement This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.
