Common use of Scheme Document Clause in Contracts

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. The Offeror agrees4.1 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: 4.1 (a) as soon as reasonably practicable to provide promptly to the Company CERP (or and/or its legal advisers) all such information about itself, its Group and its directors 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 the Company (CERP and/or its legal advisers, having regard to the Code and other applicable regulations) Law, for the purpose of inclusion in the Scheme Document (including all information that would and, as necessary, in any supplementary circular required to be required under the Code or applicable regulations)published by CERP; 4.2 (b) as soon as reasonably practicable to provide all such other assistance which and access as may be reasonably required for the preparation of the Scheme Document 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 ensuring procuring that reasonable assistance is provided by, the OfferorBPC’s relevant professional advisers;; and 4.3 (c) to procure that the Offeror’s directors BPC Directors (and any other person connected with the OfferorBPC, as required by the Panel) accept responsibility, in the terms required by the Code, for all the information in the Scheme Document (including Document, any expressions of opinion), supplementary circular and any other document required by the Code or other applicable Law to be published in connection with the Scheme, relating to to: (i) themselves (and their close relatives (as defined in the Code), related trusts and companies and other persons connected with them), the Offeror, the OfferorBPC’s concert parties, parties and the financing of the Acquisition, Merger; (ii) information on the OfferorBPC’s future plans for the Company’s CERP Group and its management and employees, ; (iii) any statements of the opinion, belief, intention or expectation of the Offeror BPC or the Offeror’s directors BPC Directors in relation to the Acquisition Merger or the Company’s CERP Group following the completion of the Acquisition and Merger; and (iv) any other information in the Scheme Document or in any such other document required by the Code for which an offeror a bidder 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 4.2 BPC consents to the prior written consent posting 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 in accordance with the timetable agreed by it becomes aware that such information is or has become false or misleadingwith CERP and set out in the Press Announcement.

Scheme Document. The Offeror agrees4.1 Where the Acquisition is being implemented by way of the Scheme, Bidco and Wellspring each agree: 4.1 (a) promptly to provide promptly to the Company Target (or its professional advisers) all such information about itself, its directors, its concert parties and the Wider Bidco Group and its directors as may reasonably be reasonably requested and which is reasonably required by the Company Target (having regard to the Code and applicable regulationsother Law) for the purpose of inclusion in the Scheme Document (including all any information that would be required under the Code or applicable regulationsother Law); 4.2 (b) promptly to provide Target (or its professional advisers) with all such other assistance which and access as may reasonably be reasonably required for 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 that the provision of reasonable assistance is provided by, the OfferorBidco’s relevant professional advisers; 4.3 (c) to procure that the Offeror’s directors (and any other person connected with the Offeror, as required by the Panel) Bidder Responsible Persons accept responsibility, in the terms required by the Code, for all the information in the Scheme Document (including any expressions of opinion), ) in the Scheme 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 themselves (and their close relatives (as defined in the Code), related trusts and companies and persons connected with them), the OfferorWider Bidco Group, the Offeror’s their concert parties, the financing of the Acquisition, information on the OfferorBidco’s future plans for the Company’s Group and Target Group, its management and employees, any statements of the opinion, belief, intention or expectation of the Offeror or the Offeror’s directors Bidder Responsible Persons in relation to the Acquisition or the Company’s Group following the completion of the Acquisition Effective Date 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 is required to accept responsibility under the Code;; and 4.4 (d) 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 OfferorBidco, 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 Target may reasonably request in order to finalise such document; and. 4.5 to notify the Company if 4.2 Bidco shall correct any information provided by the Offeror it for use in the Scheme Document or any supplementary circular or document is or to be prepared in connection with the Scheme to the extent that such information has become false or misleading as promptly as reasonably practicable after it becomes aware that such information is or has become false or misleadingmisleading by written notice to Target.

Scheme Document. The Offeror agrees:Subject to Clause 3.7, Bidco shall (and will procure that each member of the Bidco Group shall): 4.1 (a) promptly provide to provide promptly to the Company Menzies (or and/or its legal advisers) all such information about itself, its the Bidco Directors, the Bidco Group and its directors or any other person acting in concert with Bidco (including any information required by the Code or under other applicable Law) as may be reasonably requested and which is reasonably required by the Company Menzies (and/or its legal advisers), having regard to the Code and other applicable regulations) Law, for the purpose of inclusion in the Scheme Document (including all information that would be required under the Code or applicable regulations)Document; 4.2 to (b) promptly provide all such other assistance which 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 ensuring procuring that reasonable assistance is provided by, the Offeror’s Bidco's relevant professional advisers; 4.3 to (c) procure that the Offeror’s directors Bidco Directors (and any other person connected with Bidco and/or the OfferorBidco 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 OfferorBidco Group, the Offeror’s Bidco's concert parties, the financing of the AcquisitionTransaction, information on the Offeror’s Bidco's future plans for the Company’s Menzies Group and its management and employees, any statements of the opinion, belief, intention or expectation of the Offeror Bidco or the Offeror’s directors Bidco Directors in relation to the Acquisition Transaction or the Company’s enlarged Bidco Group following the completion of the Acquisition Effective Date 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;; and 4.4 (d) 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 OfferorBidco, 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 Menzies may reasonably request in order to finalise such document. 5.1 Where the Transaction is being implemented by way of the Scheme, Bidco undertakes to deliver a notice in writing to Menzies prior to the Sanction Hearing confirming either: (a) the satisfaction or waiver of the Regulatory Conditions; andor 4.5 (b) its intention to notify the Company invoke one or more Conditions (if any information provided permitted by the Offeror Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Bidco reasonably considers entitles it to invoke such Condition or treat it as unsatisfied or incapable of satisfaction and why (if applicable under the Code) Bidco considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition. 5.2 Where Bidco confirms the satisfaction or waiver of the Regulatory Conditions in accordance with clause 5.1(a), Bidco agrees to undertake to the Court to be bound by the terms of the Scheme Document in so far they relate to Bidco, that Menzies or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by Menzies, its counsel or the Court, in relation to such agreement (including instructing Menzies’ counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake). 5.3 Where the Transaction is being implemented by way of the Scheme, Bidco may instruct counsel to appear on its behalf at the Sanction Hearing. 5.4 Where the Transaction is being implemented by way of the Scheme, Bidco shall vote in favour of the resolutions proposed at the Ordinary Shareholders Meeting in respect of any supplementary circular Ordinary Shares it holds (whether beneficially or document otherwise) at the Voting Record Time. 5.5 If Bidco becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Bidco to invoke any of the Conditions and the Panel would permit it to so invoke (applying the test set out in Rule 13.5 of the Code to the extent such Rule is or has become false or misleading relevant), Bidco (subject to any restriction under applicable Law) shall inform Menzies as promptly soon as reasonably practicable after it becomes aware practicable. 5.6 Bidco acknowledges that Menzies may be obliged to engage in certain information and/or consultation processes with works councils or other employee representative bodies, and shall provide such information is or has become false or misleadingassistance in connection with those processes as Menzies may reasonably request.

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 10 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. The Offeror agrees:4.1 Subject to Clause 3.7, PMI Bidder shall (and will procure that each member of the PMI Group shall): 4.1 4.1.1 as soon as reasonably practicable provide to provide promptly to the Company Vectura (or and/or its legal advisers) all such information about itself, its the PMI Bidder Directors, the PMI Group and its directors 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 reasonably required by the Company Vectura (and/or its legal advisers), having regard to the Code and other applicable regulations) Law, for the purpose of inclusion in the Scheme Document (including all information that would be required under the Code or applicable regulations)Document; 4.2 to 4.1.2 as soon as reasonably practicable provide all such other assistance which 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 ensuring procuring that reasonable assistance is provided by, the Offeror’s PMI Bidder's relevant professional advisers;; and 4.3 to 4.1.3 procure that the Offeror’s directors PMI Bidder Directors (and any other person connected with PMI Bidder and/or the OfferorPMI 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 OfferorPMI Group, the Offeror’s PMI Bidder's concert parties, the financing of the AcquisitionTransaction, information on the Offeror’s PMI Bidder's future plans for the Company’s Vectura Group and its management and employees, any statements of the opinion, belief, intention or expectation of the Offeror PMI Bidder or the Offeror’s directors PMI Bidder Directors in relation to the Acquisition Transaction or the Company’s enlarged PMI Group following the completion of the Acquisition Effective Date 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.