Promotion of Transaction Sample Clauses
Promotion of Transaction. (a) During the Exclusivity Period, subject to:
(i) there being no Superior Proposal; and
(ii) the Independent Adviser concluding in the Independent Adviser’s Report that the Consideration is within or above the Independent Adviser’s valuation range for the Shares and, pursuant to clause 1.6, the Independent Adviser continuing to conclude in any updated, replacement or supplementary report issued prior to the date of the Scheme Meeting that the Consideration is within or above the Independent Adviser’s revised valuation range for the Shares, the Target will, subject to clause 4.7 (to the extent applicable in the circumstances), use reasonable endeavours to promote, and will provide reasonable cooperation to the Bidder in promoting, the merits of the Transaction to Shareholders, including by:
(iii) complying with any reasonable request by the Bidder to require disclosure of information in accordance with sections 290 and 291 of the FMCA, subject to its statutory and contractual obligations, and provide the information obtained as a result of requiring such disclosure to the Bidder;
(iv) providing, subject to the Target’s statutory or contractual obligations, such information within the possession or control of the Target Group regarding Shareholders and their holdings as the Bidder reasonably requests;
(v) procuring that Computershare provides to the Bidder, in the form reasonably requested by the Bidder, details of the Register to facilitate the canvassing of Shareholders by the Bidder (provided that such canvassing complies with clause 6.1(d)) or the payment by the Bidder of the Consideration in accordance with this Agreement, the Scheme and the Deed Poll;
(vi) retaining the services of a proxy solicitation firm approved by the Bidder to, following the despatch of the Scheme Booklet to Shareholders, subject to clause 4.7 (to the extent applicable in the circumstances), actively solicit affirmative proxies for the Scheme and, following the sending of the Scheme Booklet to Shareholders, provide the Bidder with daily proxy updates in respect of the Scheme Meeting (including an aggregate tally of votes received by the Target in respect of the Scheme);
(vii) promptly reporting to the Bidder any information the Target becomes aware of regarding opposition to the Scheme by the Shareholders (excluding unsubstantiated rumours or similar information or opposition by any individual shareholder holding an immaterial number of shares);
(viii) subject to clause 4.7 (to ...
Promotion of Transaction participate in efforts reasonably requested by Xxxxxx to promote the merits of the Transaction, including:
(i) meeting with key APD Securityholders (and facilitating meetings between Bidder and these key APD Securityholders); and
(ii) in consultation with Xxxxxx, undertaking other reasonable investor engagement and proxy solicitation actions (with what is reasonable for these purposes being determined having regard to investor feedback, proxy results, market circumstances prevailing at the time and any views expressed by APD) to encourage APD Securityholders to vote on the Schemes in accordance with the recommendation of the APD Board, subject to applicable law and ASIC policy;
Promotion of Transaction. (a) During the period commencing on the date of this agreement and ending on the first to occur of the termination of this agreement and the End Date, the Company will provide reasonable cooperation to Apax in promoting the merits of the Transaction to Shareholders, including:
(i) encouraging Shareholders to exercise their rights to vote on the resolution to approve the Scheme at the Scheme Meeting; and
(ii) procuring that senior executives of the Trade Me Group, as may be reasonably available, meet with key Shareholders if reasonably requested to do so by Apax, subject to there being no Superior Proposal and provided the Independent Adviser's Report has first concluded that the Consideration is within or above the Independent Adviser's valuation range for the Shares. If Apax engages in canvasing Shareholders in relation to the Scheme, Apax must provide the Company with details of the information and correspondence provided to Shareholders, as reasonably requested by the Company, and Apax must ensure that such information and correspondence complies with all applicable laws, including the FMCA and Fair Trading Xxx 0000.
(b) Apax agrees to pay 50% of the Trade Me Group's out of pocket costs (exclusive of GST) incurred promoting the Transaction to Shareholders up to a maximum of $50,000, provided that the Company and Apax discuss in advance all promotional activities which relate to published materials, outbound programmed call scripts and other similar planned promotional materials and that Apax is given a reasonable opportunity to comment on the strategy, form and content of such promotional activities and the Company must consider and take into account in good faith all reasonable comments of Apax and its Representatives.
Promotion of Transaction. (a) During the Exclusivity Period, Abano will provide Bidco with any assistance reasonably requested by Bidco in promoting the merits of the Transaction to Abano Shareholders, including:
(i) providing (subject to Abano’s statutory or contractual obligations) such information regarding Abano Shareholders and their holdings as Bidco reasonably requests; and
(ii) procuring that senior executives of the Abano Group are available on reasonable notice to:
(A) meet with key Abano Shareholders if reasonably requested to do so by Bidco; and
(B) communicate with the employees, independent contractors for personal services, customers and suppliers of the Abano Group, subject to there being no Superior Proposal and the Independent Adviser’s Report concluding that the Consideration is within or above the Independent Advisers valuation range for the Shares.
(b) Abano is not required to comply with any request under clause 5.10 and/or 5.11(a) if the relevant action will result in Bidco incurring any out-of-pocket costs and Bidco has not approved the relevant costs under clause 5.11(c) after being requested to do so by Abano.
(c) If this Agreement is terminated in accordance with its terms, then Bidco will promptly reimburse Abano for any out-of-pocket costs that it has incurred under clauses 5.10 and 5.11(a) and which were approved in writing by Bidco (such consent not to be unreasonably withheld or delayed).
Promotion of Transaction participate in efforts reasonably requested by Xxxxxxx to promote the merits of the Transaction, including:
(i) meeting with key Vault Shareholders and communicating with employees, partners, customers and suppliers in a manner which is supportive of the Scheme; and
(ii) providing Xxxxxxx with such information and assistance as Xxxxxxx reasonably requests to enable it to promote the merits of the Transaction; and
Promotion of Transaction. (a) During the Exclusivity Period, the Company will provide all reasonable cooperation to the Acquirer in promoting the merits of the Transaction to Shareholders, including:
(i) complying with any reasonable request by the Acquirer to require disclosure of information in accordance with sections 290 and 291 of the FMCA, subject to its statutory and contractual obligations, and providing the information obtained as a result of requiring such disclosure to the Acquirer;
(ii) providing (subject to the Company's statutory or contractual obligations) such information regarding Shareholders and their holdings as the Acquirer reasonably requests and will direct LINK to provide all information reasonably requested by the Acquirer;
(iii) procuring that senior executives of the MHM Automation Group are available on reasonable notice to meet (in person or remotely, as is convenient for the relevant senior executive) with key Shareholders if reasonably requested to do so by the Acquirer to discuss and promote the Transaction;
(iv) promptly report to Acquirer any material information the Company becomes aware of regarding opposition to the Scheme by the Shareholders (excluding unsubstantiated rumours or similar information or opposition by any individual Shareholder holding an immaterial number of Shares); and
(v) undertaking, in cooperation with the Acquirer, other reasonable actions to promote the affirmative vote of Shareholders for the Transaction, as reasonably requested by the Acquirer and provided that the Company is not required to incur unreasonable out-of- pocket costs in relation to promoting the Transaction to Shareholders. in each case, subject to there being no Superior Proposal and the Independent Adviser's Report concluding that the Consideration is within or above the Independent Adviser's valuation range for the Shares.
(b) The Company and the Acquirer will use reasonable endeavours to agree, as soon as practicable after the date of this agreement, key messaging and principles to govern all communications between the Acquirer (or any Representative of the Acquirer) and Shareholders, which will apply throughout the period that the Non-Conflicted Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme.
Promotion of Transaction participate in efforts reasonably requested by XXX to promote the merits of the Transaction, including:
(i) meeting with key OZL Shareholders where reasonably requested by XXX; and
(ii) providing OZL with such information and assistance as OZL reasonably requests to enable it to promote the merits of the Transaction; and
Promotion of Transaction. (a) During the Exclusivity Period, Target will provide all reasonable cooperation to Bidder in promoting the merits of the Transaction to Shareholders, including:
(i) providing (subject to Target’s statutory or contractual obligations) such information regarding Shareholders and their holdings as Bidder reasonably requests; and
(ii) procuring that senior executives of the Target Group are available on reasonable notice to meet with key Shareholders if reasonably requested to do so by Bidder, subject to there being no Superior Proposal and the Independent Adviser's Report concluding that the Consideration is within or above the Independent Advisers valuation range for Target.
Promotion of Transaction participate in efforts reasonably requested by DuluxGroup to promote the merits of the Transaction, including:
(i) meeting with key DuluxGroup Shareholders where requested by DuluxGroup; and
(ii) providing DuluxGroup with such information and assistance as DuluxGroup reasonably requests to enable it to promote the merits of the Transaction;
Promotion of Transaction. During the Exclusivity Period, Arvida will use all reasonable endeavours to promote, and will provide all reasonable cooperation to Stonepeak in promoting, the merits of the Transaction to Shareholders, including:
(a) providing (subject to Arvida’s statutory or contractual obligations) such information regarding Shareholders and their holdings as Stonepeak reasonably requests and will direct its share registry to provide all information reasonably requested by Xxxxxxxxx;
(b) if requested by Xxxxxxxxx (at Stonepeak’s cost), Arvida will retain the services of a proxy solicitation firm agreed with Xxxxxxxxx, to actively solicit affirmative proxies for the Scheme and provide Stonepeak with all information generated by that firm at regular intervals (but at least on a daily basis on each of the last seven Business Days before the Scheme Meeting) as to the aggregate tally of votes received by Arvida in respect of the Scheme;
(c) procuring that the CEO and the CFO of Arvida are available on reasonable notice to:
(i) meet with key Shareholders if reasonably requested to do so by Xxxxxxxxx; and
(ii) communicate with the employees, residents, joint venture partners and key suppliers of the Arvida Group, in each case to discuss, and promote the merits of, the Transaction to such persons;
(d) promptly report to Stonepeak any information Arvida becomes aware of regarding opposition to the Scheme by the Shareholders (excluding unsubstantiated rumours or similar information or opposition by any individual shareholder holding an immaterial number of shares); and
(e) undertake, in cooperation with Xxxxxxxxx, other reasonable actions to promote the affirmative vote of Shareholders for the Transaction, as reasonably requested by Xxxxxxxxx, in each case subject to there being no Superior Proposal and the Independent Adviser’s Report concluding that the Consideration is within or above the Independent Advisers valuation range for Arvida.