Common use of Scheme Document Clause in Contracts

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. Where 4.1 Save in the Acquisition is being implemented by way event of the Schemea Switch, Bidco agreesand ABG each agree: (a) promptly to provide Augean to Xxx Xxxxx all such information about itself, its directors, directors and 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 and which is required by Augean Xxx Xxxxx (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 Xxx Xxxxx 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 SchemeAcquisition, including access to, and ensuring the provision of reasonable assistance by, Bidco's ’s relevant professional advisers; and (c) to procure that the MSI Responsible Persons Bidco Directors, and any other person who is a “responsible person” for the purposes of the Code, in consultation with the 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 connection with the Scheme Acquisition relating to themselves (and members of their immediate familiesclose relatives (as defined in the Code), related trusts and persons connected with them), MSI, the Bidco Group, the financing of the Acquisition, information on Bidco's ’s future plans for the Augean Xxx Xxxxx Group, its business and its management and employees, any statements of opinion, belief belief, intention or expectation of the MSI Responsible Persons Bidco Directors 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 and/or its directors are required to accept responsibility under the CodeCode or other Law.

Scheme Document. Where the Acquisition is being implemented by way ‌ 4.1 Each of the Scheme, Bidco and Equitix Holdco agrees: (a) promptly to provide Augean Xxxx Xxxxx with, or procure that Xxxx Xxxxx is provided with, all such information about itself, its directors, directors and the Wider Bidco Group and MSI (and, to the extent required by the Panel, any other person connected with Bidco) ), in the case of Bidco, and the Equitix Group (and, to the extent required by the Panel, any other person connected with Equitix Holdco), in the case of Equitix Holdco, as may reasonably be requested or and which is required by Augean Xxxx Xxxxx (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 Xxxx Xxxxx 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 Bidco and Equitix Holdco’s relevant professional advisers; and; (c) in the case of Bidco, to procure that Bidco Directors and any other person connected with Bidco, as required by the MSI Responsible Persons 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 connection with the Scheme relating to themselves (and members of their immediate families, related trusts and persons connected with them), MSI, the Wider Bidco Group, the financing of the Acquisition, information on Bidco's ’s future plans for the Augean Xxxx Xxxxx Group, its management and employees, any statements of opinion, belief or expectation of the MSI Responsible Persons Bidco Directors 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; and (d) in the case of Equitix Holdco, to procure that any person connected with Equitix Holdco, 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 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) and the Equitix Group.

Scheme Document. Where the Acquisition is being implemented by way of the Scheme, Bidco agreesand Triton each agree: (a) promptly to provide Augean Clinigen all such information about itself, its directors, directors and 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 Clinigen (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 Clinigen 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 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 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), MSITriton, the Bidco Group, the financing of the Acquisition, information on Bidco's future plans for the Augean Clinigen Group, its management and employees, any statements of opinion, belief or expectation of the MSI Triton 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 applicable Law or the Code.

Scheme Document. Where the Acquisition is being implemented by way of the Scheme, Bidco Xxxxx agrees: (a) promptly to provide Augean all such information about itself, its directors, the Bidco Group and MSI Group, Ancala, Fiera (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, BidcoXxxxx'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), MSIAncala, Fiera, 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. 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 Group, Ancala, Fiera (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), MSIAncala, Fiera, 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. Where Subject to clause 3.7, Xxxxx agrees (for so long as the Acquisition is being implemented by way of the a Scheme, Bidco agrees) that it shall: (a) promptly as soon as reasonably practicable provide to provide Augean AA all such information about itself, its directors, directors and the Bidco Offeror Group and MSI (and, to the extent required by the Panel, any other person connected with Bidco) and their immediate families and related trusts and persons connected with them as may reasonably be requested or and which is required by Augean AA (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 as soon as reasonably practicable provide to provide Augean AA 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 its relevant professional advisers; and (c) to procure that the MSI Responsible Persons Bidco Directors (and any other person connected with a 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 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 Offeror Group, the financing of the Acquisition, information on Bidco's ’s future plans for the Augean AA Group, its management and employees, any statements of opinion, belief or expectation of the MSI Responsible Persons Bidco Directors 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. Where the Acquisition is being implemented by way of the Scheme, Bidco agrees: (a) promptly to provide Augean provide, as soon as reasonably practicable, Air Partner with all such information about itself, its directors, directors and 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 and which is required by Augean Air Partner (having regard to the Code and other Law) for inclusion in the Scheme Document (including any information required under the Code or other Law, including regarding the intentions of Bidco); (b) promptly to provide Augean provide, as soon as reasonably practicable, Air Partner 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 Bidco 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 familiesrespective close relatives, related trusts of and persons connected with them), MSIBidco, the Bidco Group, the financing of the Acquisition, information on Bidco's future plans for the Augean Air Partner Group, its management and employees, any statements of opinion, belief or expectation of the MSI Bidco Responsible Persons in relation to the Acquisition or the enlarged group of Bidco Group following the Effective Date and any other information in the Scheme Document for which an offeror is required to accept responsibility under applicable Law or the Code.

Scheme Document. Where the Acquisition is being implemented by way of the Scheme, Bidco 4.1 Xxxxx agrees: (aA) promptly promptly, to provide Augean to EMIS all such information about itself, its directorsthe Bidco Directors, the Wider Optum Group or any other person acting in concert with Bidco Group and MSI (and, to the extent including any information required by the PanelCode or under other applicable Law, any other person connected with including in relation to the intentions of Bidco) as may be reasonably be requested or and which is required by Augean (EMIS and/or its legal advisers, having regard to the Code and other applicable Law) , for inclusion in the Scheme Document (including any information required under the Code or other Law)Document; (bB) promptly promptly, to provide Augean with all such other assistance and access as may be reasonably be requested or required in connection with the preparation of the Scheme Document and any other document required under by the Code or by other applicable Law to be published in connection with the Scheme, including access to, and ensuring the provision of procuring that reasonable assistance is provided by, Bidco's relevant its professional advisers; and (cC) to procure that the MSI Responsible Persons Bidco Directors (and any other person connected with Bidco or the Wider Optum Group, 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 Document, and any other document required under by the Code or by other applicable Law to be published in connection with the Scheme Scheme, relating to to: (i) themselves (and members of their immediate familiesclose relatives (as defined in the Code), related trusts and companies and other persons connected with them), MSI, the Bidco Group, Wider Optum Group and Bidco's concert parties and the financing of the Acquisition, ; (ii) information on Bidco's future plans for the Augean GroupEMIS Group and its business, its places of business, management and employees, employees and pension schemes; (iii) any statements of the opinion, belief belief, intention or expectation of Bidco or the MSI Responsible Persons Bidco Directors in relation to the Acquisition or the enlarged group of Bidco EMIS Group following the Effective Date and completion of the Acquisition; and (iv) any other information in the Scheme Document for which an offeror is a bidder and/or its directors are required to accept responsibility under the CodeCode or other applicable Law. 4.2 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 extent permitted by applicable Law.

Scheme Document. Where the Acquisition is being implemented by way of the Scheme4.1 Subject to clause 3.9, Bidco Apex agrees: (a) to promptly to provide Augean Sanne with all such information about itself, its directors, the Bidco its concert parties and its Group and MSI (and, to the extent required by the Panel, any other person connected with BidcoApex) and their immediate families and the related trusts of and person connected with them as may reasonably be requested or and which is required by Augean Sanne (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) to promptly to provide Augean Sanne 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, BidcoApex's relevant professional advisers; and (c) to procure that the MSI Apex Responsible Persons and any other person connected with Apex, 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 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), MSIApex's Group, the Bidco Grouptheir concert parties, the financing of the Acquisition, information on BidcoApex's future plans for the Augean Sanne Group, its management and employees, any statements of opinion, belief belief, intention or expectation of the MSI Apex 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. 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 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 in 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 Panel would permit Apex to so invoke) any of the Conditions, Apex shall (subject to Law) inform Sanne providing reasonable details promptly following becoming so aware.

Scheme Document. Where the Acquisition is being implemented by way of the Scheme, 4.1 Bidco agreesagrees to: 4.1.1 as soon as reasonably practicable provide to GCP (aand/or its legal advisers) promptly to provide Augean all such information about itself, its directorsthe Bidco Directors, the Bidco Group and MSI Group, APG, Scape, Blackstone, iQ or any other person acting in concert with Bidco (and, to the extent including any information required by the PanelCode or under other applicable Law, any other person connected with including in relation to the intentions of Bidco) as may be reasonably be requested or and which is reasonably required by Augean (GCP and/or its legal advisers, having regard to the Code and other applicable Law) , for inclusion in the Scheme Document (including any information required under the Code or other Law)Document; (b) promptly to 4.1.2 as soon as reasonably practicable provide Augean with all such other assistance and access as may be reasonably be requested or required in connection with for the preparation of the Scheme Document and any other document required under by the Code or by other applicable Law to be published in connection with the Scheme, including access to, and ensuring the provision of procuring that reasonable assistance is provided by, Bidco's ’s relevant professional advisers; and (c) to 4.1.3 procure that the MSI Responsible Persons Bidco Directors (and any other person connected with Bidco 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 (including any expressions of opinion) in the Scheme Document Document, and any other document required under by the Code or by other applicable Law to be published in connection with the Scheme Scheme, relating to to: (a) themselves (and members of their immediate familiesclose relatives (as defined in the Code), related trusts and companies and other persons connected with them), MSI, the Bidco Group, Scape, APG, iQ, Blackstone, Bidco’s concert parties and the financing of the Acquisition, Transaction; (b) information on Bidco's ’s future plans for the Augean Group, GCP Group and its management and employees, ; (c) any statements of the opinion, belief belief, intention or expectation of Bidco or the MSI Responsible Persons Bidco Directors in relation to the Acquisition Transaction or the enlarged group of Bidco GCP Group following the Effective Date and completion of the Transaction; and (d) any other information in the Scheme Document for which an offeror is a bidder and/or its directors are required to accept responsibility under the Code.

Scheme Document. Where the Acquisition is being implemented by way of the Scheme, 4.1 Bidco agrees: (a) agrees to provide promptly to provide Augean Velocys all such information about itself, its directors, directors and 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 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 on quantified financial benefits statements) as may be reasonably requested or which is required for the purpose of inclusion in the Scheme Document or any other Law); (b) promptly document required by applicable law or under the Code to be published in connection with the Scheme and to provide Augean with all such other assistance and access as which may be reasonably be requested or required in connection with for the preparation of the Scheme Document and any other document required by applicable law or under the Code or by other Law to be published in connection with the Scheme, including access to, and ensuring the provision of that reasonable assistance is provided by, Bidco's relevant its professional advisers; and. (c) to 4.2 Bidco shall procure that the MSI Responsible Persons its directors accept responsibility, in the terms required by the Code, responsibility for all of 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), MSIBidco, the Bidco GroupConsortium, the financing of the Acquisition, information on Bidco's future plans for the Augean Group, its management and employeesTransaction, any statements of the opinion, belief or expectation of the MSI Responsible Persons directors of Bidco in relation to the Acquisition Transaction or the enlarged group of Bidco following the Effective Date completion of the Transaction and any other information in the Scheme Document for which 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. 4.4 Bidco consents to the posting of the Scheme Document in accordance with the timetable agreed between the Parties.