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.
Appears in 1 contract
Samples: Scheme Implementation Agreement
Promotion of Transaction. (a) During the Exclusivity Period, subject to:
(i) there being no Superior Proposal; and
(ii) the Company 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 all reasonable cooperation to the Acquirer Bidder in promoting promoting, the merits of the Transaction to Shareholders, includingincluding by:
(iiii) complying with any reasonable request by the Acquirer Bidder to require disclosure of information in accordance with sections 290 and 291 of the FMCA, subject to its statutory and contractual obligations, and providing provide the information obtained as a result of requiring such disclosure to the AcquirerBidder;
(iiiv) providing (providing, subject to the Company's Target’s statutory or contractual obligations) , such information within the possession or control of the Target Group regarding Shareholders and their holdings as the Acquirer Bidder reasonably requests and will direct LINK requests;
(v) procuring that Computershare provides to provide all information the Bidder, in the form reasonably requested by the AcquirerBidder, 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;
(iiivi) procuring that senior executives retaining the services of a proxy solicitation firm approved by the Bidder to, following the despatch of the MHM Automation Group are available on reasonable notice Scheme Booklet to meet Shareholders, subject to clause 4.7 (to the extent applicable in person or remotelythe circumstances), as is convenient actively solicit affirmative proxies for the relevant senior executive) Scheme and, following the sending of the Scheme Booklet to Shareholders, provide the Bidder with key Shareholders if reasonably requested to do so daily proxy updates in respect of the Scheme Meeting (including an aggregate tally of votes received by the Acquirer to discuss and promote Target in respect of the TransactionScheme);
(ivvii) promptly report reporting to Acquirer the Bidder any material information the Company Target becomes aware of regarding opposition to the Scheme by the Shareholders (excluding unsubstantiated rumours or similar information or opposition by any individual Shareholder shareholder holding an immaterial number of Sharesshares);
(viii) subject to clause 4.7 (to the extent applicable in the circumstances), procuring that senior executives of the Target Group are available on reasonable notice to:
(A) meet (in person or remotely, as reasonably request by the Bidder) with key Shareholders if reasonably requested to do so by the Bidder; and
(vB) communicate with the employees, joint venture partners (if any) and key suppliers of the Target Group if reasonably requested to do so by the Bidder, in each case to discuss and promote the Transaction with such persons; and
(ix) undertaking, in cooperation co-operation with the AcquirerBidder, subject to clause 4.7 (to the extent applicable in the circumstances), 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 SharesBidder.
(b) Clauses 9.3(a) to 9.3(g) will apply to clause 6.1
(a) with all necessary modifications.
(c) The Company Target and the Acquirer Bidder will use reasonable endeavours to agree, as soon as practicable after the date of this agreementAgreement, key messaging and principles to govern all communications between the Acquirer Bidder (or any Representative representative of the AcquirerBidder) and ShareholdersShareholders (“Communication Principles”), which will apply throughout the period that the Non-Conflicted Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme.
(d) During the period the Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme, the Bidder must not, directly or indirectly:
(i) send information or correspondence to Shareholders;
(ii) call Shareholders as part of an outbound call programme or other similar communication; or
(iii) otherwise engage in proxy solicitation or other programme of canvassing of Shareholders, in connection with the Scheme (together, the “Bidder Shareholder Communications”), without first providing the Target with a draft of the Bidder Shareholder Communication in a timely manner and so that the Target has a reasonable opportunity to review and comment on that draft, and consider in good faith the reasonable comments of the Target and its Representatives when preparing a revised draft of the relevant Bidder Shareholder Communication. Nothing in this clause 6.1(d) will apply in the case of an unscheduled in-bound call received by the Bidder or its Representatives from any Shareholder or any out-bound call made by Bidder or its Representatives to one or a small number of Shareholders (rather than Shareholders generally) on a discrete or ad hoc basis, provided that the Bidder will act, and will ensure that its Representatives act, consistently with the Communications Principles (once agreed pursuant to 6.1(c)) in conducting any such calls.
(e) Without limiting clause 6.1(d), the Bidder must ensure that any information and correspondence provided to, and call scripts used to call Shareholders (and the calls themselves):
(i) are verified on the basis contemplated by clause 4.7;
(ii) comply with all applicable laws, including the FMCA and the Fair Trading Act 1986;
(iii) are not misleading or deceptive, including by omission; and
(iv) during the period that the Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme, comply with the Communication Principles (once agreed pursuant to clause 6.1(c)).
Appears in 1 contract
Samples: Scheme Implementation Agreement
Promotion of Transaction. (a) During the Exclusivity Period, the Company Arvida will use all reasonable endeavours to promote, and will provide all reasonable cooperation to the Acquirer Stonepeak in promoting 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;
(iia) providing (subject to the Company's Arvida’s statutory or contractual obligations) such information regarding Shareholders and their holdings as the Acquirer Stonepeak reasonably requests and will direct LINK its share registry to provide all information reasonably requested by the AcquirerXxxxxxxxx;
(iiib) 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 senior executives the CEO and the CFO of the MHM Automation Group Arvida are available on reasonable notice to to:
(i) meet (in person or remotely, as is convenient for the relevant senior executive) with key Shareholders if reasonably requested to do so by Xxxxxxxxx; and
(ii) communicate with the Acquirer employees, residents, joint venture partners and key suppliers of the Arvida Group, in each case to discuss discuss, and promote the Transactionmerits of, the Transaction to such persons;
(ivd) promptly report to Acquirer Stonepeak any material information the Company Arvida becomes aware of regarding opposition to the Scheme by the Shareholders (excluding unsubstantiated rumours or similar information or opposition by any individual Shareholder shareholder holding an immaterial number of Sharesshares); and
(ve) undertakingundertake, in cooperation with the AcquirerXxxxxxxxx, 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. Xxxxxxxxx, in each case, case subject to there being no Superior Proposal and the Independent Adviser's ’s Report concluding that the Consideration is within or above the Independent Adviser's Advisers valuation range for the SharesArvida.
(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.
Appears in 1 contract
Samples: Scheme Implementation Agreement
Promotion of Transaction. (a) During the Exclusivity Period, subject to:
(i) there being no Superior Proposal; and
(ii) the Company Independent Adviser’s Report having first concluded that the Consideration is within or above the Independent Adviser’s valuation range for the Shares, Pushpay will use reasonable endeavours to promote, and will provide all reasonable cooperation to the Acquirer Bidder in promoting promoting, the merits of the Transaction to Shareholders, including:
(iiii) complying with any reasonable request by the Acquirer Bidder 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 AcquirerBidder;
(iiiv) providing (providing, subject to the Company's Pushpay’s statutory or contractual obligations) , such information regarding Shareholders and their holdings as the Acquirer Bidder reasonably requests and will direct LINK requests;
(v) procuring that XXXX provides to provide all information the Bidder, in the form reasonably requested by the AcquirerBidder, details of the Register to facilitate, subject to clause 6.1(b), the canvassing of Shareholders by the Bidder or the provision by the Bidder of the Consideration in accordance with this Agreement, the Scheme and the Deed Poll;
(iiivi) procuring that senior executives retaining the services of a proxy solicitation firm approved by the Bidder to actively solicit affirmative proxies for the Scheme and, following the sending of the MHM Automation Group are available on reasonable notice Scheme Booklet to meet (Shareholders, providing the Bidder with daily proxy updates in person or remotely, as is convenient for respect of the relevant senior executive) with key Shareholders if reasonably requested to do so Scheme Meeting and the aggregate tally of votes received by Pushpay in respect of the Acquirer to discuss and promote the TransactionScheme;
(ivvii) promptly report to Acquirer Bidder any material information the Company Xxxxxxx 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) procuring that senior executives of the Pushpay Group are available on reasonable notice to:
(A) meet (in person or remotely, as reasonably requested by the Bidder) with key Shareholders if reasonably requested to do so by the Bidder; and
(vB) communicate with the employees, joint venture partners and key suppliers of the Pushpay Group, in each case to discuss and promote the Transaction with such persons; and
(ix) undertaking, in cooperation with the AcquirerBidder, 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 SharesBidder.
(b) The Company Xxxxxxx and the Acquirer Bidder will use reasonable endeavours to agree, as soon as practicable after the date of this agreementAgreement, key messaging and principles to govern all communications between the Acquirer Bidder (or any Representative of the AcquirerBidder) and ShareholdersShareholders (“Communications Principles”), which will apply throughout the period that the Non-Conflicted Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme.
(c) During the period that the Non-Conflicted Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme, the Bidder must not, directly or indirectly:
(i) send information or correspondence to Shareholders;
(ii) call Shareholders as part of an outbound call programme or other similar communication plan; or
(iii) otherwise engage in proxy solicitation or other canvassing of Shareholders, in connection with the Scheme (together, “Bidder Shareholder Communications”), without first providing Pushpay with a draft of the Bidder Shareholder Communication in a timely manner and so that Xxxxxxx has a reasonable opportunity to review and comment on that draft, and consider and take into account in good faith the reasonable comments of Pushpay and its Representatives when preparing a revised draft of the relevant Bidder Shareholder Communication. Nothing in this clause 6.1(c) will apply in the case of an unscheduled in-bound call received by the Bidder or its Representatives from any Shareholder or any out-bound call made by Bidder or its Representatives to one or a small number of Shareholders (rather than Shareholders generally) on a discrete or ad hoc basis, provided that the Bidder will act, and will ensure that its Representatives act, consistently with the Communications Principles (once agreed pursuant to 6.1(b)) in conducting any such calls.
(d) The Bidder must ensure that any information and correspondence provided to, and call scripts used to call Shareholders (and the calls themselves):
(i) comply with all applicable laws, including the FMCA and the Fair Trading Xxx 0000;
(ii) are not misleading or deceptive, including by omission; and
(iii) during the period that the Non-Conflicted Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme, comply with the Communications Principles (once agreed pursuant to 6.1(b)).
(e) If this Agreement is terminated under clause 16 (other than clause 16.1, 16.4 or 16.11), the Bidder agrees to pay, within 13 Business Days after termination, all of the Pushpay Group's reasonable out of pocket costs (exclusive of GST) incurred in promoting the Transaction to Shareholders in accordance with this Agreement up to a maximum of $50,000.
Appears in 1 contract
Samples: Scheme Implementation Agreement
Promotion of Transaction. (a) During the Exclusivity Period, subject to:
(i) there being no Superior Proposal; and
(ii) the Company Independent Adviser’s Report having first concluded that the Consideration is within or above the Independent Adviser’s valuation range for the Shares, Pushpay will use reasonable endeavours to promote, and will provide all reasonable cooperation to the Acquirer Bidder in promoting promoting, the merits of the Transaction to Shareholders, including:
(iiii) complying with any reasonable request by the Acquirer Bidder 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 AcquirerBidder;
(iiiv) providing (providing, subject to the Company's Pushpay’s statutory or contractual obligations) , such information regarding Shareholders and their holdings as the Acquirer Bidder reasonably requests and will direct LINK requests;
(v) procuring that XXXX provides to provide all information the Bidder, in the form reasonably requested by the AcquirerBidder, details of the Register to facilitate, subject to clause 6.1(b), the canvassing of Shareholders by the Bidder or the provision by the Bidder of the Consideration in accordance with this Agreement, the Scheme and the Deed Poll;
(iiivi) procuring that senior executives retaining the services of a proxy solicitation firm approved by the Bidder to actively solicit affirmative proxies for the Scheme and, following the sending of the MHM Automation Group are available on reasonable notice Scheme Booklet to meet (Shareholders, providing the Bidder with daily proxy updates 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 respect 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 Meeting 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 aggregate tally 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 votes received by Pushpay in favour respect of the Scheme.;
Appears in 1 contract
Samples: Scheme Implementation Agreement
Promotion of Transaction. (a) During the Exclusivity Period, subject to:
(i) there being no Superior Proposal; and
(ii) the Company Independent Adviser’s Report having first concluded that the Consideration is within Pushpay will use reasonable endeavours to promote, and will provide all reasonable cooperation to the Acquirer Bidder in promoting promoting, the merits of the Transaction to Shareholders, including:
(iiii) complying with any reasonable request by the Acquirer Bidder 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 AcquirerBidder;
(iiiv) providing (providing, subject to the Company's Pushpay’s statutory or contractual obligations) , such information regarding Shareholders and their holdings as the Acquirer Bidder reasonably requests and will direct LINK requests;
(v) procuring that XXXX provides to provide all information the Bidder, in the form reasonably requested by the AcquirerBidder, details of the Register to facilitate, subject to clause 6.1(b), the canvassing of Shareholders by the Bidder or the provision by the Bidder of the Consideration in accordance with this Agreement, the Scheme and the Deed Poll;
(iiivi) procuring that senior executives retaining the services of a proxy solicitation firm approved by the Bidder to actively solicit affirmative proxies for the Scheme and, following the sending of the MHM Automation Group are available on reasonable notice Scheme Booklet to meet (Shareholders, providing the Bidder with daily proxy updates 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 respect 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 Meeting 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 aggregate tally 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 votes received by Pushpay in favour respect of the Scheme.;
Appears in 1 contract
Samples: Scheme Implementation Agreement
