Scheme Document. 4.1 To the extent not already provided prior to the date of this Agreement, BPC agrees to cooperate with CERP and its advisers and to take or cause to be taken all such steps as are reasonably requested by CERP and are reasonably required by CERP to allow it to publish the Scheme Document, including: (a) as soon as reasonably practicable to provide to CERP (and/or its legal advisers) all such information about itself, the BPC Directors, BPC or any other person acting in concert with BPC (including any information required by the Code or under other applicable Law, including in relation to the intentions of BPC) as may be reasonably requested and which is reasonably required by CERP and/or its legal advisers, having regard to the Code and other applicable Law, for inclusion in the Scheme Document and, as necessary, in any supplementary circular required to be published by CERP; (b) as soon as reasonably practicable to provide all such other assistance and access as may be reasonably required for the preparation of the Scheme Document, any supplementary circular 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, BPC’s relevant professional advisers; and (c) to procure that the BPC Directors (and any other person connected with BPC, as required by the Panel) accept responsibility, in the terms required by the Code, for all the information in the Scheme Document, any supplementary circular and any other document required by the Code or other applicable Law to be published in connection with the Scheme, relating to: (i) themselves (and their close relatives (as defined in the Code), related trusts and companies and other persons connected with them), BPC’s concert parties and the financing of the Merger; (ii) information on BPC’s future plans for the CERP Group and its management and employees; (iii) any statements of the opinion, belief, intention or expectation of BPC or the BPC Directors in relation to the Merger or the CERP Group following the completion of the Merger; and (iv) any other information in the Scheme Document for which a bidder and/or its directors are required to accept responsibility under the Code. 4.2 BPC consents to the posting of the Scheme Document in accordance with the timetable agreed by it with CERP and set out in the Press Announcement.
Appears in 2 contracts
Samples: Cooperation Agreement, Cooperation Agreement
Scheme Document. 4.1 To Where the extent not already provided prior to Acquisition is being implemented by way of the date of this AgreementScheme, BPC agrees to cooperate with CERP and its advisers and to take or cause to be taken all such steps as are reasonably requested by CERP and are reasonably required by CERP to allow it to publish the Scheme Document, includingBidco agrees:
(a) as soon as reasonably practicable promptly to provide to CERP (and/or its legal advisers) Augean all such information about itself, its directors, the BPC DirectorsBidco Group and MSI (and, BPC or to the extent required by the Panel, any other person acting in concert connected with BPC (including any information required by the Code or under other applicable Law, including in relation to the intentions of BPCBidco) as may reasonably be reasonably requested and or which is reasonably required by CERP and/or its legal advisers, Augean (having regard to the Code and other applicable Law, ) for inclusion in the Scheme Document and, as necessary, in (including any supplementary circular information required to be published by CERPunder the Code or other Law);
(b) as soon as reasonably practicable promptly to provide Augean with all such other assistance and access as may reasonably be reasonably requested or required for in connection with the preparation of the Scheme Document, any supplementary circular Document and any other document required by under the Code or by other applicable Law to be published in connection with the Scheme, including access to, and procuring that ensuring the provision of reasonable assistance is provided by, BPC’s Bidco's relevant professional advisers; and
(c) to procure that the BPC Directors (and any other person connected with BPC, as required by the Panel) 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, any supplementary circular Document and any other document required by under the Code or by other applicable Law to be published in connection with the Scheme, Scheme relating to:
(i) to themselves (and members of their close relatives (as defined in the Code)immediate families, related trusts and companies and other persons connected with them), BPC’s concert parties and MSI, the Bidco Group, the financing of the Merger;
(ii) Acquisition, information on BPC’s Bidco's future plans for the CERP Group and Augean Group, its management and employees;
(iii) , any statements of the opinion, belief, intention belief or expectation of BPC or the BPC Directors MSI Responsible Persons in relation to the Merger Acquisition or the CERP Group enlarged group of Bidco following the completion of the Merger; and
(iv) Effective Date and any other information in the Scheme Document for which a bidder and/or its directors are an offeror is required to accept responsibility under the Code.
4.2 BPC consents to the posting of the Scheme Document in accordance with the timetable agreed by it with CERP and set out in the Press Announcement.
Appears in 2 contracts
Samples: Co Operation Agreement, Cooperation Agreement
Scheme Document. 4.1 To the extent not already provided prior Subject to the date of this Agreementclause 3.9, BPC agrees to cooperate with CERP and its advisers and to take or cause to be taken all such steps as are reasonably requested by CERP and are reasonably required by CERP to allow it to publish the Scheme Document, includingApex agrees:
(a) as soon as reasonably practicable to promptly provide to CERP (and/or its legal advisers) Sanne with all such information about itself, its directors, its concert parties and its Group (and, to the BPC Directorsextent required by the Panel, BPC or any other person acting in concert connected with BPC (including any information required by Apex) and their immediate families and the Code or under other applicable Law, including in relation to the intentions related trusts of BPC) and person connected with them as may reasonably be reasonably requested and which is reasonably required by CERP and/or its legal advisers, Sanne (having regard to the Code and other applicable Law, ) for inclusion in the Scheme Document and, as necessary, in (including any supplementary circular information required to be published by CERPunder the Code or other Law);
(b) as soon as reasonably practicable to promptly provide Sanne with all such other assistance and access as may reasonably be reasonably required for in connection with the preparation of the Scheme Document, any supplementary circular Document and any other document required by under the Code or by other applicable Law to be published in connection with the Scheme, including access to, and procuring that ensuring the provision of reasonable assistance is provided by, BPC’s Apex's relevant professional advisers; and
(c) to procure that the BPC Directors (Apex Responsible Persons and any other person connected with BPCApex, as required by the Panel) , accept responsibility, in the terms required by the Code, for all the information (including any expressions of opinion) in the Scheme Document, any supplementary circular Document and any other document required by under the Code or by other applicable Law to be published in connection with the Scheme, Scheme relating to:
(i) to themselves (and members of their close relatives (as defined in the Code)immediate families, related trusts and companies and other persons connected with them), BPC’s Apex's Group, their concert parties and parties, the financing of the Merger;
(ii) Acquisition, information on BPC’s Apex's future plans for the CERP Group and Sanne Group, its management and employees;
(iii) , any statements of the opinion, belief, intention or expectation of BPC or the BPC Directors Apex Responsible Persons in relation to the Merger or the CERP Group Acquisition following the completion of the Merger; and
(iv) Effective Date and any other information in the Scheme Document for which a bidder and/or its directors are an offeror is required to accept responsibility under the Code.
4.2 BPC consents 5.1 Where the Acquisition is being implemented by way of the Scheme:
(a) Apex undertakes that, by no later than the appointed time of the Court Hearing, it shall deliver a notice in writing to Sanne either:
(i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Condition); or
(ii) confirming Apex's intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Apex reasonably considers entitle it to invoke such Condition(s) and why Apex considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s);
(b) where Apex confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a), Apex agrees that Sanne shall be permitted to take the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the posting proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and
(c) Apex shall instruct counsel to appear on its behalf at the Court Hearing and undertake to the Court to be bound by the terms of the Scheme Document in accordance with so far as it relates to Apex.
5.2 If Apex becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Apex to invoke (and the timetable agreed by it with CERP and set out in Panel would permit Apex to so invoke) any of the Press AnnouncementConditions, Apex shall (subject to Law) inform Sanne providing reasonable details promptly following becoming so aware.
Appears in 1 contract
Samples: Cooperation Agreement
Scheme Document. 4.1 To Where the extent not already provided prior to Acquisition is being implemented by way of the date of this AgreementScheme, BPC agrees to cooperate with CERP and its advisers and to take or cause to be taken all such steps as are reasonably requested by CERP and are reasonably required by CERP to allow it to publish the Scheme Document, includingXxxxx agrees:
(a) as soon as reasonably practicable promptly to provide to CERP (and/or its legal advisers) Augean all such information about itself, its directors, the BPC DirectorsBidco Group, BPC or Ancala, Fiera (and, to the extent required by the Panel, any other person acting in concert connected with BPC (including any information required by the Code or under other applicable Law, including in relation to the intentions of BPCBidco) as may reasonably be reasonably requested and or which is reasonably required by CERP and/or its legal advisers, Augean (having regard to the Code and other applicable Law, ) for inclusion in the Scheme Document and, as necessary, in (including any supplementary circular information required to be published by CERPunder the Code or other Law);
(b) as soon as reasonably practicable promptly to provide Augean with all such other assistance and access as may reasonably be reasonably requested or required for in connection with the preparation of the Scheme Document, any supplementary circular Document and any other document required by under the Code or by other applicable Law to be published in connection with the Scheme, including access to, and procuring that ensuring the provision of reasonable assistance is provided by, BPC’s Xxxxx's relevant professional advisers; and
(c) to procure that the BPC Directors (and any other person connected with BPC, as required by the Panel) Responsible Persons accept responsibility, in the terms required by the Code, for all the information (including any expressions of opinion) in the Scheme Document, any supplementary circular Document and any other document required by under the Code or by other applicable Law to be published in connection with the Scheme, Scheme relating to:
(i) to themselves (and members of their close relatives (as defined in the Code)immediate families, related trusts and companies and other persons connected with them), BPC’s concert parties and Ancala, Fiera, the Bidco Group, the financing of the Merger;
(ii) Acquisition, information on BPC’s Bidco's future plans for the CERP Group and Augean Group, its management and employees;
(iii) , any statements of the opinion, belief, intention belief or expectation of BPC or the BPC Directors Responsible Persons in relation to the Merger Acquisition or the CERP Group enlarged group of Bidco following the completion of the Merger; and
(iv) Effective Date and any other information in the Scheme Document for which a bidder and/or its directors are an offeror is required to accept responsibility under the Code.
4.2 BPC consents to the posting of the Scheme Document in accordance with the timetable agreed by it with CERP and set out in the Press Announcement.
Appears in 1 contract
Samples: Co Operation Agreement
Scheme Document. 4.1 To Where the extent not already provided prior to Acquisition is being implemented by way of the date of this AgreementScheme, BPC agrees to cooperate with CERP Bidco and its advisers and to take or cause to be taken all such steps as are reasonably requested by CERP and are reasonably required by CERP to allow it to publish the Scheme Document, includingTriton each agree:
(a) as soon as reasonably practicable promptly to provide to CERP (and/or its legal advisers) Clinigen all such information about itself, its directors and the BPC DirectorsBidco Group (and, BPC or to the extent required by the Panel, any other person acting in concert connected with BPC (including any information required by the Code or under other applicable Law, including in relation to the intentions of BPCBidco) as may reasonably be reasonably requested and or which is reasonably required by CERP and/or its legal advisers, Clinigen (having regard to the Code and other applicable Law, ) for inclusion in the Scheme Document and, as necessary, in (including any supplementary circular information required to be published by CERPunder the Code or other Law);
(b) as soon as reasonably practicable promptly to provide Clinigen with all such other assistance and access as may reasonably be reasonably requested or required for in connection with the preparation of the Scheme Document, any supplementary circular Document and any other document required by under the Code or by other applicable Law to be published in connection with the Scheme, including access to, and procuring that ensuring the provision of reasonable assistance is provided by, BPC’s Bidco's relevant professional advisers; and
(c) to procure that the BPC Directors (and any other person connected with BPC, as required by the Panel) Triton Responsible Persons accept responsibility, in the terms required by the Code, for all the information (including any expressions of opinion) in the Scheme Document, any supplementary circular Document and any other document required by under the Code or by other applicable Law to be published in connection with the Scheme, Scheme relating to:
(i) to themselves (and members of their close relatives (as defined in the Code)immediate families, related trusts and companies and other persons connected with them), BPC’s concert parties and Triton, the Bidco Group, the financing of the Merger;
(ii) Acquisition, information on BPC’s Bidco's future plans for the CERP Group and Clinigen Group, its management and employees;
(iii) , any statements of the opinion, belief, intention belief or expectation of BPC or the BPC Directors Triton Responsible Persons in relation to the Merger Acquisition or the CERP Group enlarged group of Bidco following the completion of the Merger; and
(iv) Effective Date and any other information in the Scheme Document for which a bidder and/or its directors are an offeror is required to accept responsibility under applicable Law or the Code.
4.2 BPC consents to the posting of the Scheme Document in accordance with the timetable agreed by it with CERP and set out in the Press Announcement.
Appears in 1 contract
Samples: Cooperation Agreement
Scheme Document. 4.1 To the extent not already provided prior to the date of this Agreement, BPC Bidco agrees to cooperate with CERP and its advisers and to take or cause to be taken all such steps as are reasonably requested by CERP and are reasonably required by CERP to allow it to publish the Scheme Document, includingto:
(a) 4.1.1 as soon as reasonably practicable to provide to CERP GCP (and/or its legal advisers) all such information about itself, the BPC Bidco Directors, BPC the Bidco Group, APG, Scape, Blackstone, iQ or any other person acting in concert with BPC Bidco (including any information required by the Code or under other applicable Law, including in relation to the intentions of BPCBidco) as may be reasonably requested and which is reasonably required by CERP GCP and/or its legal advisers, having regard to the Code and other applicable Law, for inclusion in the Scheme Document and, as necessary, in any supplementary circular required to be published by CERPDocument;
(b) 4.1.2 as soon as reasonably practicable to provide all such other assistance and access as may be reasonably required for the preparation of the Scheme Document, any supplementary circular 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, BPCBidco’s relevant professional advisers; and
(c) to 4.1.3 procure that the BPC Bidco Directors (and any other person connected with BPCBidco and/or the Bidco Group, Scape, APG, iQ or Blackstone, as required by the Panel) accept responsibility, in the terms required by the Code, for all the information in the Scheme Document, any supplementary circular and any other document required by the Code or other applicable Law to be published in connection with the Scheme, relating to:
(ia) themselves (and their close relatives (as defined in the Code), related trusts and companies and other persons connected with them), BPCthe Bidco Group, Scape, APG, iQ, Blackstone, Bidco’s concert parties and the financing of the MergerTransaction;
(iib) information on BPCBidco’s future plans for the CERP GCP Group and its management and employees;
(iiic) any statements of the opinion, belief, intention or expectation of BPC Bidco or the BPC Bidco Directors in relation to the Merger Transaction or the CERP GCP Group following the completion of the MergerTransaction; and
(ivd) any other information in the Scheme Document for which a bidder and/or its directors are required to accept responsibility under the Code.
4.2 BPC consents to the posting of the Scheme Document in accordance with the timetable agreed by it with CERP and set out in the Press Announcement.
Appears in 1 contract
Samples: Cooperation Agreement
Scheme Document. 4.1 To the extent not already provided prior to the date of this Agreement, BPC agrees to cooperate with CERP and its advisers and to take or cause to be taken all such steps as are reasonably requested by CERP and are reasonably required by CERP to allow it to publish the Scheme Document, includingXxxxx agrees:
(aA) as soon as reasonably practicable promptly, to provide to CERP (and/or its legal advisers) EMIS all such information about itself, the BPC Bidco Directors, BPC the Wider Optum Group or any other person acting in concert with BPC Bidco (including any information required by the Code or under other applicable Law, including in relation to the intentions of BPCBidco) as may be reasonably requested and which is reasonably required by CERP EMIS and/or its legal advisers, having regard to the Code and other applicable Law, for inclusion in the Scheme Document and, as necessary, in any supplementary circular required to be published by CERPDocument;
(bB) as soon as reasonably practicable promptly, to provide all such other assistance and access as may be reasonably required for in connection with the preparation of the Scheme Document, any supplementary circular 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, BPC’s relevant its professional advisers; and
(cC) to procure that the BPC Bidco Directors (and any other person connected with BPCBidco or the Wider Optum Group, as required by the Panel) accept responsibility, in the terms required by the Code, for all the information in the Scheme Document, any supplementary circular and any other document required by the Code or other applicable Law to be published in connection with the Scheme, relating to:
(i) themselves (and their close relatives (as defined in the Code), related trusts and companies and other persons connected with them), BPC’s the Wider Optum Group and Bidco's concert parties and the financing of the MergerAcquisition;
(ii) information on BPC’s Bidco's future plans for the CERP EMIS Group and its business, places of business, management and employeesemployees and pension schemes;
(iii) any statements of the opinion, belief, intention or expectation of BPC Bidco or the BPC Bidco Directors in relation to the Merger Acquisition or the CERP EMIS Group following the completion of the MergerAcquisition; and
(iv) any other information in the Scheme Document for which a bidder and/or its directors are required to accept responsibility under the CodeCode or other applicable Law.
4.2 BPC consents Bidco shall allow EMIS reasonable opportunity to provide comments on any announcement or communication to EMIS shareholders, employees and option holders in connection with the Acquisition, and shall take into account EMIS's reasonable comments on such announcement or communication, in each case to the posting of the Scheme Document in accordance with the timetable agreed extent permitted by it with CERP and set out in the Press Announcementapplicable Law.
Appears in 1 contract
Samples: Co Operation Agreement
Scheme Document. 4.1 To the extent not already provided prior to the date of this Agreement, BPC Bidco agrees to cooperate with CERP and its advisers and provide promptly to take or cause to be taken all such steps as are reasonably requested by CERP and are reasonably required by CERP to allow it to publish the Scheme Document, including:
(a) as soon as reasonably practicable to provide to CERP (and/or its legal advisers) Velocys all such information about itself, its directors and the BPC Directors, BPC or any other person acting in concert with BPC Consortium (including any information required under applicable law or the Code regarding the intentions of Bidco, quantified financial benefits statements and any public reports required by the Code or under other applicable Law, including in relation to the intentions of BPCon quantified financial benefits statements) as may be reasonably requested and or which is reasonably required by CERP and/or its legal advisers, having regard to for the Code and other applicable Law, for purpose of inclusion in the Scheme Document and, as necessary, in or any supplementary circular other document required by applicable law or under the Code to be published by CERP;
(b) as soon as reasonably practicable in connection with the Scheme and to provide all such other assistance and access as which may be reasonably required for the preparation of the Scheme Document, any supplementary circular Document and any other document required by applicable law or under the Code or other applicable Law to be published in connection with the Scheme, including access to, and procuring ensuring that reasonable assistance is provided by, BPC’s relevant its professional advisers; and.
(c) to 4.2 Bidco shall procure that the BPC Directors (and any other person connected with BPC, as required by the Panel) its directors accept responsibility, in the terms required by the Code, responsibility for all of the information in the Scheme Document, any supplementary circular and any other document required by the Code or other applicable Law Document relating to be published in connection with the Scheme, relating to:
(i) themselves (and members of their close relatives (as defined in the Code)immediate families, related trusts and companies and other persons connected with them), BPC’s concert parties and Bidco, the Consortium, the financing of the Merger;
(ii) information on BPC’s future plans for the CERP Group and its management and employees;
(iii) Transaction, any statements of the opinion, belief, intention belief or expectation of BPC or the BPC Directors directors of Bidco in relation to the Merger Transaction or the CERP Group enlarged group of Bidco following the completion of the Merger; and
(iv) Transaction and any other information in the Scheme Document for which a bidder and/or its directors are an offeror is required to accept responsibility responsibility.
4.3 Bidco agrees to correct any information provided for use by it in the Scheme Document and any other document required under the CodeCode or by other law to be published in connection with the Scheme to the extent that such information has become false or misleading in any material respect, promptly after it has become aware that such information has become false or misleading in any material respect.
4.2 BPC 4.4 Bidco consents to the posting of the Scheme Document in accordance with the timetable agreed by it with CERP and set out in between the Press AnnouncementParties.
Appears in 1 contract
Samples: Co Operation Agreement
Scheme Document.
4.1 To the extent not already provided prior to the date Each of this Agreement, BPC agrees to cooperate with CERP Bidco and its advisers and to take or cause to be taken all such steps as are reasonably requested by CERP and are reasonably required by CERP to allow it to publish the Scheme Document, includingEquitix Holdco agrees:
(a) as soon as reasonably practicable promptly to provide to CERP (and/or its legal advisers) Xxxx Xxxxx with, or procure that Xxxx Xxxxx is provided with, all such information about itself, its directors and the BPC DirectorsWider Bidco Group (and, BPC or to the extent required by the Panel, any other person acting connected with Bidco), in concert with BPC the case of Bidco, and the Equitix Group (including any information and, to the extent required by the Code or under Panel, any other applicable Lawperson connected with Equitix Holdco), including in relation to the intentions case of BPC) Equitix Holdco, as may reasonably be reasonably requested and which is reasonably required by CERP and/or its legal advisers, Xxxx Xxxxx (having regard to the Code and other applicable Law, ) for inclusion in the Scheme Document and, as necessary, in (including any supplementary circular information required to be published by CERPunder the Code or other Law);
(b) as soon as reasonably practicable promptly to provide Xxxx Xxxxx with all such other assistance and access as may reasonably be reasonably required for in connection with the preparation of the Scheme Document, any supplementary circular Document and any other document required by under the Code or by other applicable Law to be published in connection with the Scheme, including access to, and procuring that ensuring the provision of reasonable assistance is provided by, BPCBidco and Equitix Holdco’s relevant professional advisers; and;
(c) in the case of Bidco, to procure that the BPC Bidco Directors (and any other person connected with BPCBidco, as required by the Panel) , accept responsibility, in the terms required by the Code, for all the information (including any expressions of opinion) in the Scheme Document, any supplementary circular Document and any other document required by under the Code or by other applicable Law to be published in connection with the Scheme, Scheme relating to:
(i) to themselves (and members of their close relatives (as defined in the Code)immediate families, related trusts and companies and other persons connected with them), BPC’s concert parties and the Wider Bidco Group, the financing of the Merger;
(ii) Acquisition, information on BPCBidco’s future plans for the CERP Group and Xxxx Xxxxx Group, its management and employees;
(iii) , any statements of the opinion, belief, intention belief or expectation of BPC or the BPC Bidco Directors in relation to the Merger or the CERP Group Acquisition following the completion of the Merger; and
(iv) Effective Date and any other information in the Scheme Document for which a bidder and/or its directors are an offeror is required to accept responsibility under the Code.; and
4.2 BPC consents (d) in the case of Equitix Holdco, to procure that any person connected with Equitix Holdco, as required by the posting Panel, 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 accordance connection with the timetable agreed by it Scheme relating to themselves (and members of their immediate families, related trusts and persons connected with CERP them) and set out in the Press AnnouncementEquitix Group.
Appears in 1 contract
Samples: Cooperation Agreement
Scheme Document. 4.1 To Where the extent not already provided prior to Acquisition is being implemented by way of the date of this AgreementScheme, BPC agrees to cooperate with CERP and its advisers and to take or cause to be taken all such steps as are reasonably requested by CERP and are reasonably required by CERP to allow it to publish the Scheme Document, includingBidco agrees:
(a) as soon as reasonably practicable promptly to provide to CERP (and/or its legal advisers) Augean all such information about itself, its directors, the BPC DirectorsBidco Group, BPC or Ancala, Fiera (and, to the extent required by the Panel, any other person acting in concert connected with BPC (including any information required by the Code or under other applicable Law, including in relation to the intentions of BPCBidco) as may reasonably be reasonably requested and or which is reasonably required by CERP and/or its legal advisers, Augean (having regard to the Code and other applicable Law, ) for inclusion in the Scheme Document and, as necessary, in (including any supplementary circular information required to be published by CERPunder the Code or other Law);
(b) as soon as reasonably practicable promptly to provide Augean with all such other assistance and access as may reasonably be reasonably requested or required for in connection with the preparation of the Scheme Document, any supplementary circular Document and any other document required by under the Code or by other applicable Law to be published in connection with the Scheme, including access to, and procuring that ensuring the provision of reasonable assistance is provided by, BPC’s Bidco's relevant professional advisers; and
(c) to procure that the BPC Directors (and any other person connected with BPC, as required by the Panel) Responsible Persons accept responsibility, in the terms required by the Code, for all the information (including any expressions of opinion) in the Scheme Document, any supplementary circular Document and any other document required by under the Code or by other applicable Law to be published in connection with the Scheme, Scheme relating to:
(i) to themselves (and members of their close relatives (as defined in the Code)immediate families, related trusts and companies and other persons connected with them), BPC’s concert parties and Ancala, Fiera, the Bidco Group, the financing of the Merger;
(ii) Acquisition, information on BPC’s Bidco's future plans for the CERP Group and Augean Group, its management and employees;
(iii) , any statements of the opinion, belief, intention belief or expectation of BPC or the BPC Directors Responsible Persons in relation to the Merger Acquisition or the CERP Group enlarged group of Bidco following the completion of the Merger; and
(iv) Effective Date and any other information in the Scheme Document for which a bidder and/or its directors are an offeror is required to accept responsibility under the Code.
4.2 BPC consents to the posting of the Scheme Document in accordance with the timetable agreed by it with CERP and set out in the Press Announcement.
Appears in 1 contract
Samples: Cooperation Agreement
Scheme Document. 4.1 To Subject to clause 3.7, Xxxxx agrees (for so long as the extent not already provided prior to the date Acquisition is being implemented by way of this Agreement, BPC agrees to cooperate with CERP and its advisers and to take or cause to be taken all such steps as are reasonably requested by CERP and are reasonably required by CERP to allow a Scheme) that it to publish the Scheme Document, includingshall:
(a) as soon as reasonably practicable to provide to CERP (and/or its legal advisers) AA all such information about itself, its directors and the BPC DirectorsOfferor Group (and, BPC or to the extent required by the Panel, any other person acting in concert connected with BPC (including any information required by the Code or under other applicable Law, including in relation to the intentions of BPCBidco) and their immediate families and related trusts and persons connected with them as may reasonably be reasonably requested and which is reasonably required by CERP and/or its legal advisers, AA (having regard to the Code and other applicable Law, ) for inclusion in the Scheme Document and, as necessary, in (including any supplementary circular information required to be published by CERPunder the Code or other Law);
(b) as soon as reasonably practicable provide to provide AA with all such other assistance and access as may reasonably be reasonably required for in connection with the preparation of the Scheme Document, any supplementary circular Document and any other document required by under the Code or by other applicable Law to be published in connection with the Scheme, including access to, and procuring that ensuring the provision of reasonable assistance is provided by, BPC’s its relevant professional advisers; and
(c) to procure that the BPC Bidco Directors (and any other person connected with BPCa member of the Offeror Group, as required or determined by the Panel) accept responsibility, in the terms required by the Code, for all the information (including any expressions of opinion) in the Scheme Document, any supplementary circular Document and any other document required by under the Code or by other applicable Law to be published in connection with the Scheme, Scheme relating to:
(i) to themselves (and members of their close relatives (as defined in the Code)immediate families, related trusts and companies and other persons connected with them), BPC’s concert parties and the Offeror Group, the financing of the Merger;
(ii) Acquisition, information on BPCBidco’s future plans for the CERP Group and AA Group, its management and employees;
(iii) , any statements of the opinion, belief, intention belief or expectation of BPC or the BPC Bidco Directors in relation to the Merger Acquisition or the CERP Group enlarged group of Bidco following the completion of the Merger; and
(iv) Effective Date and any other information in the Scheme Document for which a bidder and/or its directors are an offeror is required to accept responsibility under the Code.
4.2 BPC consents to the posting of the Scheme Document in accordance with the timetable agreed by it with CERP and set out in the Press Announcement.
Appears in 1 contract
Samples: Cooperation Agreement
Scheme Document. 4.1 To Save in the extent not already provided prior to the date event of this Agreementa Switch, BPC agrees to cooperate with CERP Bidco and its advisers and to take or cause to be taken all such steps as are reasonably requested by CERP and are reasonably required by CERP to allow it to publish the Scheme Document, includingABG each agree:
(a) as soon as reasonably practicable promptly to provide to CERP (and/or its legal advisers) Xxx Xxxxx all such information about itself, its directors and the BPC Directors, BPC or any other person acting in concert with BPC (including any information required by the Code or under other applicable Law, including in relation to the intentions of BPC) Bidco Group as may reasonably be reasonably requested and which is reasonably required by CERP and/or its legal advisers, Xxx Xxxxx (having regard to the Code and other applicable Law, ) for inclusion in the Scheme Document and, as necessary, in (including any supplementary circular information required to be published by CERPunder the Code or other Law);
(b) as soon as reasonably practicable promptly to provide Xxx Xxxxx with all such other assistance and access as may reasonably be reasonably required for in connection with the preparation of the Scheme Document, any supplementary circular Document and any other document required by under the Code or by other applicable Law to be published in connection with the SchemeAcquisition, including access to, and procuring that ensuring the provision of reasonable assistance is provided by, BPCBidco’s relevant professional advisers; and
(c) to procure that the BPC Directors (Bidco Directors, and any other person connected who is a “responsible person” for the purposes of the Code, in consultation with BPC, as required by the Panel) , accept responsibility, in the terms required by the Code, for all the information (including any expressions of opinion) in the Scheme Document, any supplementary circular Document and any other document required by under the Code or by other applicable Law to be published in connection with the Scheme, Acquisition relating to:
(i) to themselves (and their close relatives (as defined in the Code), related trusts and companies and other persons connected with them), BPC’s concert parties and the Bidco Group, the financing of the Merger;
(ii) Acquisition, information on BPCBidco’s future plans for the CERP Group Xxx Xxxxx Group, its business and its management and employees;
(iii) , any statements of the opinion, belief, intention or expectation of BPC or the BPC Bidco Directors in relation to the Merger Acquisition or the CERP Group enlarged group of Bidco following the completion of the Merger; and
(iv) Effective Date and any other information in the Scheme Document for which a bidder an offeror and/or its directors are required to accept responsibility under the CodeCode or other Law.
4.2 BPC consents to the posting of the Scheme Document in accordance with the timetable agreed by it with CERP and set out in the Press Announcement.
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Samples: Cooperation Agreement