Common use of Scheme Document Clause in Contracts

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.

Appears in 1 contract

Samples: Cooperation Agreement

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Scheme Document. 4.1 Cobham Bidco agrees to: 4.1.1 as soon as reasonably practicable, practicable provide to Ultra Merlin (and/or its legal advisers) all such information about itself, the Cobham Bidco Directors, AIC and the Consortium or any other person acting in concert with Cobham Bidco (including any information required by the Code or under other applicable Law, including in relation to the intentions of CobhamBidco) as may be reasonably requested and which is reasonably required by Ultra Merlin (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, 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, CobhamBidco's relevant professional advisers; and 4.1.3 procure that the Cobham Bidco Directors (and any other person connected with Cobham Bidco and/or AICthe Consortium, 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) to themselves (and their close relatives (as defined in the Code), related trusts and companies and other persons connected with them), Cobhamthe Consortium, AICBidco's concert parties, concert parties (as defined in the Code); (b) the financing of the Transaction; (c) , information on Cobham intentions and Bidco's future plans for the Ultra Merlin Group and its businessmanagement and employees, places of business, management, employees and pension schemes; (d) any statements of the opinion, belief, intention or expectation of Cobham Bidco or the Cobham Bidco Directors in relation to the Transaction or the Ultra Merlin Group following the completion of the Transaction; and (e) Transaction and 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 LawCode.

Appears in 1 contract

Samples: Cooperation Agreement

Scheme Document. 4.1 Cobham agrees toSubject to clause 3.8, Xxxxx agrees: 4.1.1 as soon as reasonably practicable, practicable to provide to Ultra (and/or its legal advisers) IMImobile with all such information about itself, its directors, its concert parties and its Group (and, to the Cobham Directorsextent required by the Panel, AIC and any other person acting in concert connected with Cobham (including any information required by Bidco) and their immediate families and the Code or under other applicable Law, including in relation to the intentions related trusts of Cobham) and person connected with them as may reasonably be reasonably requested and which is reasonably required by Ultra and/or its legal advisers, IMImobile (having regard to the Code and other applicable Law, ) for inclusion in the Scheme DocumentDocument (including any information required under the Code or other Law); 4.1.2 as soon as reasonably practicable, practicable to provide IMImobile with all such other assistance and access (including to personnel) as may reasonably be reasonably required for in connection with the preparation of 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, including access to, and procuring that ensuring the provision of reasonable assistance is provided by, CobhamXxxxx's relevant professional advisers; and 4.1.3 to procure that the Cobham Bidco Directors (and any other person connected with Cobham and/or AICBidco, 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 by under the Code or by other applicable Law to be published in connection with the Scheme, Scheme relating to: (a) 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), CobhamBidco's Group, AICtheir concert parties, concert parties (as defined in the Code); (b) the financing of the Transaction; (c) Acquisition, information on Cobham intentions and Bidco's future plans for the Ultra Group IMImobile Group, its management and its businessemployees, places of business, management, employees and pension schemes; (d) any statements of the opinion, belief, intention or expectation of Cobham or the Cobham Bidco Directors in relation to the Transaction or the Ultra Group Acquisition following the completion of the Transaction; and (e) 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 or other applicable LawCode.

Appears in 1 contract

Samples: Cooperation Agreement

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Scheme Document. 4.1 Cobham agrees toWhere the Acquisition is being implemented by way of the Scheme, Bidco agrees: 4.1.1 (a) to provide, as soon as reasonably practicable, provide to Ultra (and/or its legal advisers) Air Partner with all such information about itself, its directors and the Cobham DirectorsBidco Group (and, AIC and to the extent required by the Panel, any other person acting in concert connected with Cobham (including any information required by the Code or under other applicable Law, including in relation to the intentions of CobhamBidco) as may reasonably be reasonably requested and which is reasonably required by Ultra and/or its legal advisers, Air Partner (having regard to the Code and other applicable Law, ) for inclusion in the Scheme DocumentDocument (including any information required under the Code or other Law, including regarding the intentions of Bidco); 4.1.2 (b) to provide, as soon as reasonably practicable, provide Air Partner with all such other assistance and access (including to personnel) as may reasonably be reasonably requested or required for in connection with the preparation of 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, including access to, and procuring that ensuring the provision of reasonable assistance is provided by, CobhamBidco's relevant professional advisers; and 4.1.3 (c) to procure that the Cobham Directors (and any other person connected with Cobham and/or AIC, as required by the Panel) 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, 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: (a) to themselves (and members of their respective close relatives (as defined in the Code)relatives, related trusts of and companies and other persons connected with them), CobhamBidco, AICthe Bidco Group, concert parties (as defined in the Code); (b) the financing of the Transaction; (c) Acquisition, information on Cobham intentions and Bidco's future plans for the Ultra Group Air Partner Group, its management and its businessemployees, places of business, management, employees and pension schemes; (d) any statements of the opinion, belief, intention belief or expectation of Cobham or the Cobham Directors Bidco Responsible Persons in relation to the Transaction Acquisition or the Ultra enlarged Bidco Group following the completion of the Transaction; and (e) 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 or other applicable LawCode.

Appears in 1 contract

Samples: Cooperation Agreement

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