Common use of Scheme of Arrangement Clause in Contracts

Scheme of Arrangement. The Company shall (and shall procure that Newco shall): (a) ensure that the Offer Circular contains all of the material terms and material conditions of the Acquisition and corresponds to the Press Release in all material respects; (b) ensure that the Press Release is not issued in any form other than the Agreed Form; (c) comply with the Code, the Financial Services and Markets Xxx 0000, the Companies Xxx 0000, all other applicable laws material to the Scheme of Arrangement and all court orders relating to the Scheme of Arrangement; (d) not without the consent of the Agent (acting on the instructions of the Majority Lenders): (i) agree to amend, waive, revise, withdraw or agree to decide not to enforce in whole or in part any material term or material condition of the Scheme of Arrangement where its agreement is required for such amendment, waiver, revision, withdrawal or decision; (ii) agree to change the date of any meeting of shareholders or class of shareholders of the Target to be held to consider the Scheme of Arrangement where its agreement is required for such a change; or (iii) issue (or allow to be issued on its behalf) any press release or other publicity which refers to the Facilities, the Mandated Lead Arrangers, the Original Lenders or the Bookrunners unless such press release or publicity is required by law, the Code or the Panel (in which event Newco shall if practicable consult with the Agent as to the terms of such press release or publicity); (e) promptly inform and consult with the Mandated Lead Arrangers as to any assurance or undertaking proposed to be given in relation to obtaining any Authorisation necessary in connection with the Scheme of Arrangement and shall ensure that no such assurance or undertaking is given if the Mandated Lead Arrangers believe that the same might have a Material Adverse Effect; and (f) if a circumstance or event occurs which is or could reasonably be construed to be covered by a condition of Newco’s offer for the Target which, if not waived, would entitle Newco (with the Panel’s consent, if needed) not to proceed with the Acquisition: (i) at the request of the Lenders following consultation with the Company, promptly request (and use all reasonable endeavours to persuade) the Panel to agree to Newco not proceeding with the Acquisition as a result of the non-satisfaction of that condition; and (ii) if the Panel so agrees, not waive that condition or treat it as satisfied and shall declare Newco’s offer for the Target as being lapsed at the earliest opportunity.

Scheme of Arrangement. The Company shall 2.1 Each of Lason and M-R agrees to use all reasonable endeavours to achieve satisfaction of each of the Conditions in a manner which is consistent with the timetable set out in Schedule 2. Furthermore each of Lason and M-R agrees to use all reasonable endeavours to ensure that the Scheme of Arrangement involves a reduction of share capital of M-R. 2.2 Without prejudice to the generality of Clause 2.1 hereof, M-R agrees to use all reasonable endeavours to take the steps set out in (a), (b) (c), (d) and shall (e) below in order to implement the Scheme Arrangement in accordance with the timetable set out in Schedule 2 hereto: (a) petition the High Court for an order that a meeting of the shareholders of M-R (or, if necessary, meetings of different classes of shareholders of M-R) be convened under Section 425 of the Companies Act for the purpose of approving the Scheme of Arrangement (the "Court Meeting"); (b) prepare the Circular in accordance with Section 426 of the Companies Act and the Code; (c) instruct its registrars to dispatch to M-R shareholders notices (in form and substance reasonably satisfactory to Lason) convening the Court Meeting (subject to obtaining the requisite court order referred to in Clause 2.2(a) above) and the Extraordinary General meeting; (d) upon the Scheme of Arrangement and any reduction in the share capital being approved by the requisite vote of M-R shareholders at the Meetings, seek the sanction or approval of the High Court to the Scheme of Arrangement under Section 425 of the Companies Act and the confirmation of the High Court of any reduction of the share capital of M-R under Section 137 of the Companies Act; (e) appear by Counsel on the hearing of the petition referred to in Section 2.2(a) above and undertake to the High Court to be bound thereby and to execute or do, or procure to be executed or done, all such documents, acts or things as may be necessary or desirable to be executed or done by it or on its behalf for the purpose of giving effect to the Scheme of Arrangement; and (f) amend the Articles of Association of M-R to ensure that Newco shall):shares in M- R issued after the record date for the Scheme of Arrangement are automatically converted into Lason shares. 2.3 Without prejudice to the generality of Clause 2.1 hereof, Lason agrees to use all reasonable endeavours to take the steps set out in (a), (b) and (c) below in order to implement the Scheme of Arrangement in accordance with the timetable set out in Schedule 2 hereto; (a) ensure that the Offer Circular contains Consideration Common Stock is: (i) duly authorised by all necessary corporate action of Lason; (ii) validly issued by Lason; (iii) fully paid and nonassessable; (iv) not "restricted securities" within the meaning of Rule 144 under the US Securities Act of 1933 and is freely transferable except for shares issued to person that are "affiliates" of M-R or Lason (within the meaning of Rule 145 under the US Securities Act of 1933, and/or in the Securities and Exchange Commission Accounting Series Releases 130 and 135); (v) with respect to shares issued to persons that are "affiliates" of M-R or Lason (within the meaning described in clause (iv) above), freely transferable except to the extent of the material terms restrictions provided in the letter agreements entered into by such affiliates with Lason and material conditions of dated the Acquisition and corresponds to date hereof; and (vi) approved for listing on the Press Release in all material respectsNASDAQ National Market; (b) ensure that if Lason shareholder consent is required to the Press Release is not issued in any form other than Acquisition and the Agreed Form;issue of Consideration Common Stock, convene a meeting of Lason shareholders on 27 May, or shortly thereafter, to seek such approval; and (c) comply with appear by Counsel on the Codehearing of the petition referred to in Section 2.2(a) above and undertake to the High Court to be bound thereby and to execute or do, the Financial Services and Markets Xxx 0000, the Companies Xxx 0000or procure to be executed or done, all other applicable laws material such documents, acts or things as may be necessary or desirable to be executed or done by it or on its behalf for the Scheme purpose of Arrangement and all court orders relating giving effect to the Scheme of Arrangement; (d) not without the consent of the Agent (acting on the instructions of the Majority Lenders): (i) agree to amend, waive, revise, withdraw or agree to decide not to enforce in whole or in part any material term or material condition of the Scheme of Arrangement where its agreement is required for such amendment, waiver, revision, withdrawal or decision; (ii) agree to change the date of any meeting of shareholders or class of shareholders of the Target to be held to consider the Scheme of Arrangement where its agreement is required for such a change; or (iii) issue (or allow to be issued on its behalf) any press release or other publicity which refers to the Facilities, the Mandated Lead Arrangers, the Original Lenders or the Bookrunners unless such press release or publicity is required by law, the Code or the Panel (in which event Newco shall if practicable consult with the Agent as to the terms of such press release or publicity); (e) promptly inform and consult with the Mandated Lead Arrangers as to any assurance or undertaking proposed to be given in relation to obtaining any Authorisation necessary in connection with the Scheme of Arrangement and shall ensure that no such assurance or undertaking is given if the Mandated Lead Arrangers believe that the same might have a Material Adverse Effect; and (f) if a circumstance or event occurs which is or could reasonably be construed to be covered by a condition of Newco’s offer for the Target which, if not waived, would entitle Newco (with the Panel’s consent, if needed) not to proceed with the Acquisition: (i) at the request of the Lenders following consultation with the Company, promptly request (and use all reasonable endeavours to persuade) the Panel to agree to Newco not proceeding with the Acquisition as a result of the non-satisfaction of that condition; and (ii) if the Panel so agrees, not waive that condition or treat it as satisfied and shall declare Newco’s offer for the Target as being lapsed at the earliest opportunity.