Scheme Document. Where the Acquisition is being implemented by way of the Scheme, Bidco agrees:
(a) promptly to provide Augean all such information about itself, its directors, the Bidco Group and MSI (and, to the extent required by the Panel, any other person connected with Bidco) as may reasonably be requested or which is required by Augean (having regard to the Code and other Law) for inclusion in the Scheme Document (including any information required under the Code or other Law);
(b) promptly to provide Augean with all such other assistance and access as may reasonably be requested or required in connection with the preparation of the Scheme Document and any other document required under the Code or by other Law to be published in connection with the Scheme, including access to, and ensuring the provision of reasonable assistance by, Bidco's relevant professional advisers; and
(c) to procure that the MSI Responsible Persons accept responsibility, in the terms required by the Code, for all the information (including any expressions of opinion) in the Scheme Document and any other document required under the Code or by other Law to be published in connection with the Scheme relating to themselves (and members of their immediate families, related trusts and persons connected with them), MSI, the Bidco Group, the financing of the Acquisition, information on Bidco's future plans for the Augean Group, its management and employees, any statements of opinion, belief or expectation of the MSI Responsible Persons in relation to the Acquisition or the enlarged group of Bidco following the Effective Date and any other information in the Scheme Document for which an offeror is required to accept responsibility under the Code.
Scheme Document. The Offeror agrees:
4.1 to provide promptly to the Company (or its advisers) all such information about itself, its Group and its directors as may be reasonably requested and which is reasonably required by the Company (having regard to the Code and applicable regulations) for the purpose of inclusion in the Scheme Document (including all information that would be required under the Code or applicable regulations);
4.2 to provide all other assistance which may be reasonably required for the preparation of the Scheme Document including access to, and ensuring that reasonable assistance is provided by, the Offeror’s relevant professional advisers;
4.3 to procure that the Offeror’s directors (and any other person connected with the Offeror, as required by the Panel) accept responsibility, in the terms required by the Code, for all information in the Scheme Document (including any expressions of opinion), and any other document required by the Code or other applicable Law to be published in connection with the Scheme, relating to themselves (and their close relatives (as defined in the Code), related trusts and companies and persons connected with them), the Offeror, the Offeror’s concert parties, the financing of the Acquisition, information on the Offeror’s future plans for the Company’s Group and its management and employees, any statements of the opinion, belief, intention or expectation of the Offeror or the Offeror’s directors in relation to the Acquisition or the Company’s Group following the completion of the Acquisition and any other information in the Scheme Document or in any such other document required by the Code for which an offeror and/or its directors are required to accept responsibility under the Code;
4.4 that, if any supplemental circular or document is required to be published in connection with the Scheme or, subject to the prior written consent of the Offeror, any variation or amendment to the Scheme, it shall provide such co-operation and information as is reasonably necessary to comply with all regulatory provisions as the Company may reasonably request in order to finalise such document; and
4.5 to notify the Company if any information provided by the Offeror in the Scheme Document or any supplementary circular or document is or has become false or misleading as promptly as reasonably practicable after it becomes aware that such information is or has become false or misleading.
Scheme Document. 4.1 Take-Two agrees:
(a) promptly to provide Codemasters all such information about itself, its directors, its concert parties and the Wider Take-Two Group as may reasonably be requested and which is required by Codemasters (having regard to the Code and other Law) for inclusion in the Scheme Document (including any information required under the Code or other Law);
(b) promptly to provide Codemasters with all such other assistance and access as may reasonably be required in connection with the preparation of the Scheme Document and any other document required under the Code or by other Law to be published in connection with the Scheme, including access to, and ensuring the provision of reasonable assistance by, Take-Two’s relevant professional advisers; and
(c) to procure that the Take-Two Directors accept responsibility, in the terms required by the Code, for all the information (including any expressions of opinion) in the Scheme Document and any other document required under the Code or by other Law to be published in connection with the Scheme relating to themselves (and their close relatives (as defined in the Code), related trusts and persons connected with them), the Wider Take-Two Group, their concert parties, the financing of the Acquisition, information on Take-Two’s future plans for the Codemasters Group, its management and employees, any statements of opinion, belief, intention or expectation of the Take-Two Directors in relation to the Acquisition following the Effective Date and any other information in the Scheme Document for which an offeror is required to accept responsibility under the Code.
4.2 For as long as the Acquisition is being implemented by way of a Scheme, Take-Two shall cause all New Take-Two Shares which are issued to Codemasters Shareholders upon the Scheme becoming effective to be issued in reliance on the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) of the Securities Act.
Scheme Document. 5.1 If the Transaction is being implemented by means of the Scheme, Vantiv and Vantiv Bidco each undertake:
(a) to provide to Worldpay, as promptly as reasonably practicable, for the purposes of inclusion in the Scheme Document or any other document required to be produced by Worldpay in connection with the Transaction, all such information about Vantiv, Vantiv Bidco, other members of the Vantiv Group and their respective Personnel as may be reasonably required by Worldpay (having regard to the Code and Law) for inclusion in such document; and
(b) to procure that the Board of Vantiv and the Board of Vantiv Bidco (as applicable) accepts responsibility for all information in the Scheme Document relating to Vantiv and Vantiv Bidco (as applicable), other members of the Vantiv Group and their respective Personnel, in the terms required by the Code.
5.2 If any supplementary circular is required to be published by Worldpay in connection with the Scheme, Vantiv and Vantiv Bidco shall, as soon as reasonably practicable, provide such co-operation and information (including such information as is necessary for such supplementary circular or document to comply with Law) as Worldpay may reasonably request.
5.3 Vantiv agrees to correct any information provided by it for use in the Scheme Document or any supplementary circular to the extent that such information has become false or misleading as promptly as reasonably practicable after it becomes aware that such information has become false or misleading.
5.4 Each of Vantiv and Vantiv Bidco consents to the posting of the Scheme Document at or around the same time as the publication of the Proxy Statement or otherwise in accordance with the timetable agreed between the parties.
Scheme Document. 4.1 Cobham agrees to:
4.1.1 as soon as reasonably practicable, provide to Ultra (and/or its legal advisers) all such information about itself, the Cobham Directors, AIC and any other person acting in concert with Cobham (including any information required by the Code or under other applicable Law, including in relation to the intentions of Cobham) as may be reasonably requested and which is reasonably required by Ultra and/or its legal advisers, having regard to the Code and other applicable Law, for inclusion in the Scheme Document;
4.1.2 as soon as reasonably practicable, provide all such other assistance and access (including to personnel) as may be reasonably required for the preparation of the Scheme Document and any other document required by the Code or other applicable Law to be published in connection with the Scheme, including access to, and procuring that reasonable assistance is provided by, Cobham
4.1.3 procure that the Cobham Directors (and any other person connected with Cobham and/or AIC, as required by the Panel) accept responsibility, in the terms required by the Code, for all the information in the Scheme Document, and any other document required by the Code or other applicable Law to be published in connection with the Scheme, relating to:
(a) themselves (and their close relatives (as defined in the Code), related trusts and companies and other persons connected with them), Cobham, AIC, concert parties (as defined in the Code);
(b) the financing of the Transaction;
(c) information on Cobham intentions and future plans for the Ultra Group and its business, places of business, management, employees and pension schemes;
(d) any statements of the opinion, belief, intention or expectation of Cobham or the Cobham Directors in relation to the Transaction or the Ultra Group following the completion of the Transaction; and
(e) any other information in the Scheme Document for which a bidder and/or its directors are required to accept responsibility under the Code or other applicable Law.
Scheme Document. Any provision in a Scheme Document which refers to the agreement of the Guarantor and the Lender will, if the relevant agreement is reached with any one Group Lender, be binding on each other Group Lender (unless otherwise agreed by the Guarantor or in circumstances where the nature of the agreement which is reached, or the context of the relevant provision, is such that the agreement is only capable of applying to one or more specific Group Lenders).
Scheme Document. EA and Bidco agree:
(a) promptly to provide Codemasters all such information about itself, its directors, its concert parties and the Wider EA Group as may reasonably be requested and which is required by Codemasters (having regard to the Code and other Law) for inclusion in the Scheme Document (including any information required under the Code or other Law);
(b) promptly to provide Codemasters with all such other assistance and access as may reasonably be required in connection with the preparation of the Scheme Document and any other document required under the Code or by other Law to be published in connection with the Scheme, including access to, and ensuring the provision of reasonable assistance by, EA’s relevant professional advisers; and
(c) to procure that the EA Directors and the Bidco Directors accept responsibility, in the terms required by the Code, for all the information (including any expressions of opinion) in the Scheme Document and any other document required under the Code or by other Law to be published in connection with the Scheme relating to themselves (and their close relatives (as defined in the Code), related trusts and persons connected with them), the Wider EA Group, their concert parties, the financing of the Acquisition, information on EA’s and Bidco’s future plans for the Codemasters Group, its management and employees, any statements of opinion, belief, intention or expectation of the EA Directors and the Bidco Directors in relation to the Acquisition following the Effective Date and any other information in the Scheme Document for which an offeror is required to accept responsibility under the Code.
Scheme Document. 4.1 Subject to Clause 3.6, Bidco agrees to:
4.1.1 as soon as reasonably practicable provide to Inmarsat (and/or its legal advisers) all such information about itself, the Bidco Directors, the Consortium or any other person acting in concert with Bidco (including any information required by the Code or under other applicable Law, including in relation to the intentions of Bidco) as may be requested and which is required by Inmarsat (and/or its legal advisers), having regard to the Code and other applicable Law, for inclusion in the Scheme Document; 235948-3-96-v9.0 - 00- 00-00000000
4.1.2 as soon as reasonably practicable provide all such other assistance and access as may reasonably be required for the preparation of the Scheme Document and any other document required by the Code or other applicable Law to be published in connection with the Scheme, including reasonable access to, and procuring that reasonable assistance is provided by, Bidco's relevant professional advisers; and
4.1.3 procure that the Bidco Directors (and any other person connected with Bidco and/or the Consortium, as required by the Panel) accept responsibility, in the terms required by the Code, for all the information in the Scheme Document (including any expressions of opinion), and any other document required by the Code or other applicable Law to be published in connection with the Scheme, relating to themselves (and their close relatives (as defined in the Code), related trusts and companies and persons connected with them), the Consortium, Bidco's concert parties, the financing of the Transaction, information on Bidco's future plans for the Inmarsat Group and its management and employees, any statements of the opinion, belief, intention or expectation of Bidco or the Bidco Directors in relation to the Transaction or the Inmarsat Group following the completion of the Transaction and any other information in the Scheme Document for which an offeror and/or its directors are required to accept responsibility under the Code.
Scheme Document. 4.1 Where the Acquisition is being implemented by way of Scheme, Xxxxxx agrees:
4.1.1 promptly to provide TClarke and its legal advisers, as the case may be, with all such information about itself, its directors, and the Wider Bidder Group (and, to the extent required by the Panel, any other person connected with Bidder) as may reasonably be requested or which is required by TClarke (having regard to the Code and other Law) for inclusion in the Scheme Document (including any information required under the Code or other Law and including regarding the intentions of Bidder);
4.1.2 promptly to provide TClarke and its legal advisers, as the case may be, with all such other assistance and access as may reasonably be requested or required in connection with the preparation of the Scheme Document and any supplement or other document required under the Code or by other Law to be published in connection with the Scheme, including access to, and ensuring the provision of reasonable assistance by, Xxxxxx's relevant professional advisers; and
4.1.3 to procure that the relevant persons accept responsibility, in the terms required by the Code, for all the information (including any expressions of opinion) in relation to such person in the Scheme Document and any other document required under the Code or by other Law to be published in connection with the Scheme relating to information in the Scheme Document for which an offeror is required to accept responsibility under applicable law or the Code.
4.2 Xxxxxx agrees to notify TClarke as soon as reasonably practicable after Xxxxxx becomes aware that any information provided by it for use in the Scheme Document or any other document to be prepared in connection with the Acquisition has become false or misleading.
Scheme Document. 4.1 Subject to Clause 3.7, PMI Bidder shall (and will procure that each member of the PMI Group shall):
4.1.1 as soon as reasonably practicable provide to Vectura (and/or its legal advisers) all such information about itself, the PMI Bidder Directors, the PMI Group or any other person acting in concert with PMI Bidder (including any information required by the Code or under other applicable Law, including in relation to the intentions of PMI Bidder) as may be reasonably requested and which is required by Vectura (and/or its legal advisers), having regard to the Code and other applicable Law, for inclusion in the Scheme Document;
4.1.2 as soon as reasonably practicable provide all such other assistance and access as may be reasonably required for the preparation of the Scheme Document and any other document required by the Code or other applicable Law to be published in connection with the Scheme, including access to, and procuring that reasonable assistance is provided by, PMI Bidder's relevant professional advisers; and
4.1.3 procure that the PMI Bidder Directors (and any other person connected with PMI Bidder and/or the PMI Group, as required by the Panel) accept responsibility, in the terms required by the Code, for all the information in the Scheme Document (including any expressions of opinion), and any other document required by the Code or other applicable Law to be published in connection with the Scheme, relating to themselves (and their close relatives (as defined in the Code), related trusts and companies and persons connected with them), the PMI Group, PMI Bidder's concert parties, the financing of the Transaction, information on PMI Bidder's future plans for the Vectura Group and its management and employees, any statements of the opinion, belief, intention or expectation of PMI Bidder or the PMI Bidder Directors in relation to the Transaction or the enlarged PMI Group following the Effective Date and any other information in the Scheme Document for which an offeror and/or its directors are required to accept responsibility under the Code.
