Common use of Scheme and Offer Clause in Contracts

Scheme and Offer. Borrower agrees that from the Effective Date, Borrower will (and will procure that Bidco will): (a) comply in all material respects with: (i) the Takeover Code; and (ii) all other applicable laws and regulations in relation to any Offer or Scheme, in each case in relation to the Target Acquisition and, subject to any waivers or dispensations granted by the Panel, the U.S. Securities and Exchange Commission or any other applicable regulator; (b) promptly provide Administrative Agent with such information as it may reasonably request regarding the Target Acquisition subject to confidentiality limitations and except to the extent it is prohibited by law or regulation from doing so; and (c) deliver to Administrative Agent as soon as reasonably practicable after it is published copies of: (i) each Offer Document and any Scheme Documents; and (ii) each Rule 2.7 Announcement (each of which shall include terms and conditions which are (taken as a whole) not materially prejudicial to the interests of the Lenders (taken as a whole) when compared to those included in the draft Rule 2.7 Announcement delivered pursuant to Section 4.01(c), it being acknowledged that a waiver of a pre-condition which then becomes a condition to be satisfied in connection with the Target Acquisition or an increase to the price of the Target Acquisition will not be materially prejudicial to the interests of the Lenders (taken as a whole); provided that Borrower may modify or amend any term or condition of any Offer or Scheme to the extent required by the Code, the Panel, any other competent regulatory body or by a court of competent jurisdiction).

Scheme and Offer. Borrower Xxxxxxxx agrees that from the Effective Date, Borrower Xxxxxxxx will (and will procure that Bidco will): (a) comply in all material respects with: (i) the Takeover Code; and (ii) all other applicable laws and regulations in relation to any Offer or Scheme, in each case in relation to the Target Acquisition and, subject to any waivers or dispensations granted by the Panel, the U.S. Securities and Exchange Commission or any other applicable regulator; (b) promptly provide Administrative Agent with such information as it may reasonably request regarding the Target Acquisition subject to confidentiality limitations and except to the extent it is prohibited by law or regulation from doing so; and (c) deliver to Administrative Agent as soon as reasonably practicable after it is published copies of: (i) each Offer Document and any Scheme Documents; and (ii) each Rule 2.7 Announcement (each of which shall include terms and conditions which are (taken as a whole) not materially prejudicial to the interests of the Lenders (taken as a whole) when compared to those included in the draft Rule 2.7 Announcement delivered pursuant to Section 4.01(c), it being acknowledged that a waiver of a pre-condition which then becomes a condition to be satisfied in connection with the Target Acquisition or an increase to the price of the Target Acquisition will not be materially prejudicial to the interests of the Lenders (taken as a whole); provided that Borrower may modify or amend any term or condition of any Offer or Scheme to the extent required by the Code, the Panel, any other competent regulatory body or by a court of competent jurisdiction).

Scheme and Offer. Borrower agrees that from the Effective Date, Borrower will (and will procure that Bidco will): (a) comply in all material respects with: (i) the Takeover Code; and (ii) all other applicable laws and regulations in relation to any Offer or Scheme, in each case in relation to the Target Acquisition and, subject to any waivers or dispensations granted by the Panel, the U.S. Securities and Exchange Commission or any other applicable regulator; (b) promptly provide Administrative Agent with such information as it may reasonably request regarding the Target Acquisition subject to confidentiality limitations and except to the extent it is prohibited by law or regulation from doing so; and (c) deliver to Administrative Agent as soon as reasonably practicable after it is published copies of: (i) each Offer Document and any Scheme Documents; and (ii) each Rule 2.7 Announcement (each of which shall include terms and conditions which are (taken as a whole) not materially prejudicial to the interests of the Lenders (taken as a whole) when compared to those included in the draft Rule 2.7 Announcement delivered pursuant to Section 4.01(c)issued by the Borrower on April 25, 2018, it being acknowledged that a waiver of a pre-condition which then becomes a condition to be satisfied in connection with the Target Acquisition or an increase to the price of the Target Acquisition will not be materially prejudicial to the interests of the Lenders (taken as a whole); provided that Borrower may modify or amend any term or condition of any Offer or Scheme to the extent required by the Code, the Panel, any other competent regulatory body or by a court of competent jurisdiction).

Scheme and Offer. Borrower Xxxxxxxx agrees that from the Effective Date, Borrower Xxxxxxxx will (and will procure that Bidco will): (a) comply in all material respects with: (i) the Takeover Code; and (ii) all other applicable laws and regulations in relation to any Offer or Scheme, in each case in relation to the Target Acquisition and, subject to any waivers or dispensations granted by the Panel, the U.S. Securities and Exchange Commission or any other applicable regulator; (b) promptly provide Administrative Agent with such information as it may reasonably request regarding the Target Acquisition subject to confidentiality limitations and except to the extent it is prohibited by law or regulation from doing so; and (c) deliver to Administrative Agent as soon as reasonably practicable after it is published copies of: (i) each Offer Document and any Scheme Documents; and (ii) each Rule 2.7 Announcement (each of which shall include terms and conditions which are (taken as a whole) not materially prejudicial to the interests of the Lenders (taken as a whole) when compared to those included in the draft Rule 2.7 Announcement delivered pursuant to Section 4.01(c)issued by the Borrower on April 25, 2018, it being acknowledged that a waiver of a pre-condition which then becomes a condition to be satisfied in connection with the Target Acquisition or an increase to the price of the Target Acquisition will not be materially prejudicial to the interests of the Lenders (taken as a whole); provided that Borrower may modify or amend any term or condition of any Offer or Scheme to the extent required by the Code, the Panel, any other competent regulatory body or by a court of competent jurisdiction).