Scheme Booklet. (a) Papillon must consult with B2Gold as to the content of the Scheme Booklet (other than B2Gold Information).
(b) B2Gold must consult with Papillon as to the content of B2Gold Information.
(c) The parties agree that:
(i) the efficient preparation of the Scheme Booklet is in the interests of the parties and Papillon Shareholders; and
(ii) they will use all reasonable endeavours and utilise all necessary resources (including management resources and the resources of external advisers) to produce the Scheme Booklet as soon as reasonably practicable and in substantial accordance with the Timetable.
(d) B2Gold’s obligations under clauses 5.3(c), 5.3(d) and 5.3(e) relate only to the factual accuracy of B2Gold Information and B2Gold takes no responsibility for information in the Scheme Booklet other than B2Gold Information. To that end, the Scheme Booklet will include a statement:
(i) by Papillon that B2Gold is not responsible for any information contained in the Scheme Booklet other than B2Gold Information; and
(ii) by B2Gold that Papillon is not responsible for any B2Gold Information contained in the Scheme Booklet.
(e) Papillon must undertake appropriate due diligence and verification processes for the purposes of complying with clause 5.1(j) and will make such verification material available to B2Gold on request by it.
(f) B2Gold must undertake appropriate due diligence and verification processes for the purposes of complying with clause 5.3(e) and will make such verification material available to Papillon on request by it.
(g) The parties must promptly inform the other if they have any reason to believe that any information in the Scheme Booklet is misleading or deceptive in any material respect (whether by omission or otherwise) whether because of B2Gold Information or otherwise.
(h) If there is a dispute as to the content of any part of the Scheme Booklet (including B2Gold Information), the parties must consult in good faith and use their reasonable endeavours to resolve the dispute within two Business Days. If the parties fail to agree on the form or content of the Scheme Booklet:
(i) Papillon will have the final decision on the form or content of any Papillon Information; and
(ii) B2Gold will have the final decision on the form or content of any B2Gold Information. Even if there is a dispute as to the form or content of the Scheme Booklet and the parties use this procedure, the parties will continue to perform their obligations under this agreement.
Scheme Booklet. (a) If Bidder and APD are unable to agree on the form or content of a particular part of the Scheme Booklet (other than the Independent Expert’s Report), then:
(i) if the relevant part of the Scheme Booklet is Bidder Information, APD will make such amendments to that part of the Scheme Booklet as required by Bidder (acting reasonably and in good faith); and
(ii) in any other case, APD (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet.
(b) Xxxxxx and APD agree that the Scheme Booklet will contain a responsibility statement to the effect that:
(i) APD has prepared and is responsible for the APD Information contained in the Scheme Booklet, and none of Bidder or its Related Bodies Corporate or their respective directors, officers or employees assumes any responsibility or liability for the accuracy or completeness of the APD Information;
(ii) Bidder has prepared and is responsible for the Bidder Information contained in the Scheme Booklet, and none of APD or its Related Bodies Corporate or their respective directors, officers or employees assumes any responsibility or liability for the accuracy or completeness of the Bidder Information; and
(iii) the Independent Expert has prepared and is responsible for the Independent Expert’s Report, and none of Bidder or its Related Bodies Corporate or their respective directors, officers or employees, nor APD or its Related Bodies Corporate or their respective directors, officers or employees, assumes any responsibility or liability for the accuracy or completeness of the Independent Expert’s Report.
Scheme Booklet.
(a) If the parties are unable to agree on the form or content of a particular part of the Scheme Booklet, then:
(i) if the relevant part of the Scheme Booklet is Xxxx Information, 92 Energy will make such amendments to that part of the Scheme Booklet as required by Xxxx (acting reasonably and in good faith);
(ii) if applicable and if the relevant part of the Scheme Booklet is Latitude Information, 92 Energy will make such amendments to that part of the Scheme Booklet as required by Latitude; and
(iii) in any other case, 92 Energy (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet.
(b) The parties agree that the Scheme Booklet will contain a responsibility statement to the effect that:
(i) 92 Energy is responsible for the 92 Energy Information contained in the Scheme Booklet;
(ii) Xxxx is responsible for the Xxxx Information contained in the Scheme Booklet;
(iii) Latitude is responsible for the Latitude Information contained in the Scheme Booklet, if applicable;
(iv) the Independent Expert is responsible for the Independent Expert’s Report, and none of 92 Energy, Xxxx or their respective directors or officers assumes any responsibility for the accuracy or completeness of the Independent Expert’s Report or any other report or letter issued to 92 Energy by a Third Party in connection with the Independent Expert's Report; and
(v) if the Scheme Booklet contains a tax opinion, that tax adviser is responsible for such tax opinion.
(c) Each party must undertake appropriate due diligence and verification processes for the information supplied by that party for the Scheme Booklet to confirm the accuracy of that information and ensure (insofar as the 92 Energy Information and the Xxxx Information is concerned, as applicable) the Scheme Booklet is not false, misleading or deceptive in any material respect or likely to mislead or deceive (whether by omission or otherwise) in any material respect. Xxxx undertakes and agrees to use commercially reasonable endeavours to procure that Latitude provides all necessary Latitude Information to 92 Energy on a timely basis and when reasonably requested by 92 Energy, including the verification of such information, together with all other reasonable assistance reasonably requested of Latitude by 92 Energy in respect thereof. Each party acknowledges that it is not responsible for the Latitude Information contained in the Scheme Booklet, and it is the responsibility of Latitude...
Scheme Booklet. The Scheme Booklet:
(a) contains information which is true and accurate in all material respects, and does not omit any information that is material;
(b) complies with all applicable laws, including the disclosure requirements of section 411(3) of the Corporations Act;
(c) complies with all relevant releases by ASIC, including ASIC Policy Statement 142; and
(d) in respect of WMC Resources Ltd, contains the information referred to in the statement required by Item 108 of Appendix 1A of the Listing Rules of the ASX.
Scheme Booklet. (a) If the parties are unable to agree on the form or content of a particular part of the Scheme Booklet, then:
(i) if the relevant part of the Scheme Booklet is US Holdco Information, Piedmont will make such amendments to that part of the Scheme Booklet as required by US Holdco (acting reasonably and in good faith); and
(ii) in any other case, Piedmont (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet.
(b) The parties agree that the Scheme Booklet will contain a responsibility statement to the effect that:
(i) Piedmont is responsible for the Piedmont Information contained in the Scheme Booklet;
(ii) US Holdco is responsible for the US Holdco Information contained in the Scheme Booklet; and
(iii) the Independent Expert is responsible for the Independent Expert’s Report, and none of Piedmont, US Holdco or their respective directors or officers assumes any responsibility for the accuracy or completeness of the Independent Expert’s Report or any other report or letter issued to Piedmont by a third party in connection with the Independent Expert's Report.
(c) Each party must undertake appropriate verification processes for the information supplied by that party for the Scheme Booklet.
Scheme Booklet. (a) Each of Entrée and PacMag will work (including by attending meetings and providing information) in good faith and in a timely and co-operative manner with each other to prepare the Scheme Booklet, applications to and correspondence with Governmental Agencies and to implement the Schemes as soon as reasonably practicable and substantially in accordance with the indicative timetable in Annexure 1 or such other indicative timetable as may be agreed by the parties.
(b) PacMag must not:
(i) use the Scheme Booklet for the purpose of applying to the Court for orders referred to in clause 5.1(f); or
(ii) despatch the Scheme Booklet to PacMag Shareholders and PacMag Optionholders, until Entrée has approved the Scheme Booklet, which approval must not be unreasonably withheld or delayed.
(c) If Entrée and PacMag disagree on the form or content of the Scheme Booklet, they must consult in good faith to try to settle an agreed form of the Scheme Booklet. If complete agreement is not reached after reasonable consultation, then:
(i) if the disagreement relates to the form or content of the Entrée Information contained in the Scheme Booklet, PacMag will make such amendments as Entrée reasonably requires; and
(ii) if the disagreement relates to the form or content of any other part of the Scheme Booklet, the PacMag Board will, acting in good faith, decide the final form or content of the disputed part of the Scheme Booklet.
Scheme Booklet. (a) If the parties are unable to agree on the form or content of a particular part of the Scheme Booklet, then:
(i) if the relevant part of the Scheme Booklet is Bidder Information, Xxxxxx will make such amendments to that part of the Scheme Booklet as required by Bidder (acting reasonably and in good faith); and
(ii) if the relevant part of the Scheme Booklet is Aurora Information, Xxxxxx (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet.
(b) The parties agree that the Scheme Booklet will contain a responsibility statement to the effect that:
(i) Xxxxxx is responsible for the Aurora Information contained in the Scheme Booklet;
(ii) Bidder is responsible for the Bidder Information contained in the Scheme Booklet; and
(iii) the Independent Expert has provided and is responsible for, the Independent Expert’s Report, and neither of Xxxxxx, Bidder or their directors and officers assume any responsibility for the accuracy or completeness of the Independent Expert’s Report.
(c) Each party must undertake appropriate verification processes for the information supplied by that party for the Scheme Booklet and must make such verification material available to the other party on request by it.
Scheme Booklet. (a) If the parties are unable to agree on the form or content of a particular part of the Scheme Booklet, then:
(i) if the relevant part of the Scheme Booklet is Red Light Information, Creso will make such amendments to that part of the Scheme Booklet as required by Red Light (acting reasonably and in good faith); and
(ii) in any other case, Xxxxx (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet.
(b) The parties agree that the Scheme Booklet will contain a responsibility statement to the effect that:
(i) Creso is responsible for the Creso Information contained in the Scheme Booklet;
(ii) Red Light is responsible for the Red Light Information contained in the Scheme Booklet; and
(iii) the Independent Expert is responsible for the Independent Expert’s Report, and none of Creso, Red Light or their respective directors or officers assumes any responsibility for the accuracy or completeness of the Independent Expert’s Report or any other report or letter issued to Creso by a third party in connection with the Independent Expert's Report.
Scheme Booklet. (a) If, after a reasonable period of consultation, the parties, each acting reasonably and in good faith, are unable to agree on the form or content of a particular part of the Scheme Booklet, then:
(i) if the relevant part of the Scheme Booklet is Bidder Information, Target will make such amendments to that part of the Scheme Booklet as required by Bidder (acting reasonably and in good faith); and
(ii) if the relevant part of the Scheme Booklet is Target Information, Target (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet.
(b) The parties agree that the Scheme Booklet will contain a responsibility statement to the effect that:
(i) Target is responsible for the Target Information contained in the Scheme Booklet;
(ii) Bidder is responsible for the Bidder Information contained in the Scheme Booklet; and
(iii) the Independent Expert is responsible for the Independent Expert's Report.
Scheme Booklet. (a) The Scheme Booklet will include a statement:
(i) by Target that the Bidder Indemnified Parties are not responsible for any information contained in the Scheme Booklet other than the Bidder Information; and
(ii) by Bidder that Bidder is, and Target Indemnified Parties are not, responsible for any Bidder Information.
(b) Target must undertake due diligence and verification processes for the purposes of complying with clause 5.1(i).
(c) Bidder must undertake due diligence and verification processes for the purposes of complying with clause 5.2(h).
(d) Bidder must provide its written consent to the form and content in which the Bidder Information appears in the Scheme Booklet prior to Target providing a copy of the Regulator's Draft to ASIC for its review under clause 5.1(g) and must not withdraw that consent.
(e) The parties must promptly inform the other if they have any reason to believe that any information in the Scheme Booklet is misleading or deceptive in any material respect (whether by omission or otherwise).
