Common use of Scheme Clause in Contracts

Scheme. Subject to Section 3.6: (a) Allergan agrees that it will propose the Scheme to the Allergan Shareholders in the manner set out in Article 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), will, in the manner set out in Article 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition; (b) each of AbbVie and Acquirer Sub agrees that it will participate in the Scheme and agrees to be bound by its terms, as proposed by Allergan to the Allergan Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; and (c) each of the Parties agrees that it will perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, and each will, subject to the terms and conditions of this Agreement, including Section 7.2, use its reasonable best efforts to take such other steps as are within its power and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with the Completion.

Scheme. Subject always to Section 3.6: (a) Allergan agrees that it will propose the parties’ ability to consummate the Acquisition as a Takeover Offer in the circumstances specified in Exhibit A and/or Schedule 1, the parties agree to implement the Scheme in accordance with, and subject to the Allergan Shareholders terms and conditions of, this Agreement and Schedule 1, and the Company shall, except as otherwise agreed in writing by Buyer and subject always to applicable Law and to any order of the Court, take or cause to be taken all such steps as are necessary to implement the Scheme in accordance with this Agreement and Schedule 1. The Company shall, for the purposes of implementing the Scheme, instruct a senior barrister from Xxxxxxx Xxxxxxxx and provide Buyer and its advisers with a summary of any advice given by such barrister to the extent that: (i) such advice is material to the implementation of the Scheme; and (ii) the disclosure of such advice could not reasonably be expected to be prejudicial to the Company or to any of its directors, officers, employees or members or to result in the manner loss of any applicable privilege. Without limiting the foregoing, and provided that Buyer has complied with its obligations in this Section 6.3, as soon as reasonably practicable after the date hereof, the Company shall (i) prepare the Scheme Document Annex and any other documentation required to be prepared by the Company for the purposes of the Scheme (it being acknowledged that the Scheme, and document reflecting the terms thereof, shall be in substantially the form set out in Article 3 Exhibit A subject to any amendment that the parties (and, if required, the Court) mutually agree), (ii) use its reasonable efforts to procure that any documents required to be prepared by any third party in connection with the Scheme (including, without limitation, any witness statements) are so prepared, in each case in connection with the Scheme and the Scheme Document Annex for the purposes of the Court Meeting or the Court Sanction Hearing (the “Court Documentation”) and (iii) take all other actions reasonably necessary to call, convene, hold and conduct the Shareholders Meetings in compliance with this Agreement, the Company’s articles of association and applicable Laws and, subject to obtaining the Company Requisite Vote and the satisfaction or, in the sole discretion or waiver of the applicable Party, waiver conditions to the Closing (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Documentother than (x) of the Conditions (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions those conditions that by their nature are to be satisfied by actions taken at the Closing, provided such conditions are capable of being satisfied on such date and subject to the Sanction Date satisfaction thereof and (as defined y) the condition in Appendix III Section 7.1(d)), otherwise take all actions reasonably necessary to seek the sanction of the Rule 2.5 Announcement)Court to the Scheme. The Company shall permit up to four representatives of Buyer and/or its financial and legal advisers to attend and observe (but not speak or make representations at) the Shareholders Meetings. Buyer shall (A) prior to the Court Sanction Hearing, but prepare and deliver to the senior barrister from Xxxxxxx Xxxxxxxx an undertaking from Buyer to the Court that, subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or conditions to Closing in Article VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, provided such conditions are capable of being satisfied on such date and subject to the satisfaction thereof and the condition in Section 7.1(d)), it will be bound by the terms of the Scheme Documentapplicable to it and (B) subject to the satisfaction or waiver of the conditions to Closing in Article VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, provided such Conditionsconditions are capable of being satisfied on such date and subject to the satisfaction thereof and the condition in Section 7.1(d)), willappear by Counsel at the Court Sanction Hearing to be bound by, and undertake to be bound by, the terms of the Scheme. The Company shall give such undertakings as are required by the Court in connection with the Scheme. Buyer and the Company shall take all such reasonable steps as are within their power to ensure that such documents that they are responsible for are finalized in sufficient time to permit application to the Court by the Company to be made for leave to convene the Court Meeting and for such documents to be mailed, in each case, in accordance with the manner set out in Article 3, petition the High Court to sanction the Scheme so as to facilitate indicative timetable for the implementation of the Acquisition; Scheme as set out in Schedule 1 (bthe “Scheme Timetable”), it being acknowledged and agreed that the Company shall not proceed with or hold the Court Sanction Hearing (nor shall Buyer be required to close the Acquisition or other transaction contemplated hereby) each until following the time as all of AbbVie and Acquirer Sub agrees the conditions set forth in Article VII are satisfied (other than (x) those conditions that it will participate in the Scheme and agrees by their nature are to be bound satisfied by its termsactions taken at the Closing, as proposed by Allergan to the Allergan Shareholders, provided such conditions are capable of being satisfied on such date and that it shall, subject to the satisfaction or, thereof and (y) the condition in Section 7.1(d)). The Company agrees and acknowledges that the sole discretion Company is responsible for the Scheme Document Annex (including all other documents required for the implementation of the Scheme) and shall prepare the Scheme Document Annex in accordance with this Agreement (including Exhibit A and Schedule 1), applicable Party, waiver (where permissible under the provisions Law and with any order of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; and (c) each of the Parties Court. The Company agrees that it will perform all shall provide Buyer at least three (3) business days to review and comment thereon and shall consult with Buyer as to the form and content of the obligations Scheme Document Annex (including as to how the Scheme Document Annex will form part of, or be annexed to, the Proxy Statement), the contents of the forms of proxy for the Court Meeting and the General Meeting and the Court Documentation and take into account any reasonable comments and requests of Buyer in relation thereto. Further, the Company shall incorporate without amendment all comments of Buyer to any part of the Scheme Document Annex for which Buyer or its Affiliates (or their respective directors) but not the Company are required to expressly take responsibility. The Company shall also obtain the approval of Buyer (not to be unreasonably withheld) to the contents of the Scheme, the Scheme Document Annex, the forms of proxy for the Court Meeting and the General Meeting and the Court Documentation, and the delivery thereof, to the Court, the SEC or the shareholders of the Company. As soon as practicable, the Company shall notify Buyer of any matter of which it becomes aware which would reasonably be expected to delay or prevent the filing of the Scheme Document Annex or the Court Documentation. Each party agrees to offer and afford all reasonable cooperation, information and assistance as may be reasonably requested by the other party in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, and each will, subject to the terms and conditions preparation of this Agreement, including Section 7.2, use its reasonable best efforts to take such other steps as are within its power and are reasonably any document required of it for the proper implementation of the Scheme. Buyer shall, and shall procure that its directors, accept responsibility for all of the information in the Scheme Document Annex relating to themselves, Buyer or any Subsidiary of Buyer and statements of opinion or expectation of Buyer in relation to the Acquisition. The Company shall, and shall procure that the Company’s directors, accept responsibility for all other information in the Scheme Document Annex, including those required of it pursuant that relating to this Agreement in connection with the CompletionCompany’s directors and its group.

Scheme. Subject to Section Clause 3.6: (a) Allergan Fleetmatics agrees that it will propose put the Scheme to the Allergan Fleetmatics Shareholders in the manner set out in Article Clause 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Documentapplicable) of the Conditions (with the exception of Conditions 2(iii2(c) and 2(iv2(d) and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 Announcement)Date, but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), will, in the manner set out in Article Clause 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition; (b) each of AbbVie and Acquirer Sub Bidco agrees that it will (and Verizon undertakes to procure that Bidco will) participate in the Scheme and agrees to be bound by its terms, as proposed by Allergan Fleetmatics to the Allergan Fleetmatics Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Documentapplicable) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; and (c) each of the Parties agrees that it will fully and promptly perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, and each will, subject to the terms and conditions of this Agreement, including Section Clause 7.2, use its reasonable best efforts (including by using its reasonable best efforts to cause each of its controlled Concert Parties and its Representatives to use their respective reasonable best efforts) to take such other steps as are within its power and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with the Completion.

Scheme. Subject to Section 3.6: (a) Allergan Subject to the release of the 2.5 Announcement pursuant to clause 2.1(c), Yew Grove agrees that that, unless this Agreement has been terminated in accordance with clause 10, it will propose put the Scheme to the Allergan Yew Grove Shareholders in the manner set out in Article clause 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, or waiver (where permissible under pursuant to the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions (with the exception of Conditions 2(iii) 2.3 and 2(iv) 2.4 and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 Announcement)Date, but subject to the satisfaction or waiver (where permissible under pursuant to the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions)conditions, willshall, in the manner set out in Article clause 3, petition make an application to the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition;. (b) Subject to the release of the 2.5 Announcement pursuant to clause 2.1(c), Slate and Bidco each of AbbVie agree, subject to clause 3.5, that they will (and Acquirer Sub agrees Slate undertakes that it will procure that Bidco will) participate in the Scheme and agrees agree to be bound by its terms, as proposed by Allergan to the Allergan Shareholders, terms and that it they shall, subject to the satisfaction or, in the sole discretion of the applicable Party, or waiver (where permissible under pursuant to the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement Agreement, the Rule 2.5 Announcement and the Scheme; and. (c) each Each Party will use its reasonable endeavours to adhere to the indicative timetable to be set out in the Scheme Document as may be amended by mutual agreement between the Parties ("Indicative Timetable"). (d) Each of the Parties agrees that it will fully and promptly perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, Scheme and each will, subject to the terms and conditions of this Agreement, including Section 7.2, use its all reasonable best efforts endeavours to act in a manner consistent with the terms of this Agreement pertinent to such Party and take such other steps as are within its power powers and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with the Completion.

Scheme. Subject 2.1 With effect from the date of this undertaking, I irrevocably and unconditionally undertake, in my capacity as a shareholder, to Section 3.6the Offeror that: (aA) Allergan agrees that it will propose I shall exercise, or, where applicable, procure the Scheme exercise of, all voting rights attaching to the Allergan Shareholders Shares on any resolution (whether or not amended and whether put on a show of hands or a poll) which is proposed at any general meeting of the Company (including any adjournment thereof) ("General Meeting") or at any meeting of holders of shares in the manner set out Company convened by a Court (including any adjournment thereof) ("Court Meeting"): (i) in Article 3 and, subject favour of any resolution necessary to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), will, in the manner set out in Article 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of implement the Acquisition; (bii) each against any resolution which might reasonably be expected to impede or frustrate the Acquisition in any way (which shall include any resolution to approve a scheme of AbbVie and Acquirer Sub agrees that it will participate arrangement relating to the acquisition of any shares in the Scheme and agrees to be bound Company by its terms, as proposed by Allergan a third party) or the fulfilment of any condition to the Allergan ShareholdersAcquisition; or (iii) against any resolution to approve a scheme of arrangement relating to the acquisition of any shares in the Company by a third party. only in accordance with the Offeror’s instructions; (B) I shall exercise, and that it or, where applicable, procure the exercise of, all rights attaching to the Shares to requisition or join in the requisitioning of any general meeting of the Company for the purposes of voting on any resolution referred to under paragraph (A) above, or to require the Company to give notice of any such meeting, only in accordance with the Offeror's instructions; (C) for the purpose of voting on any resolution referred to under paragraph (A) above, I shall, subject if required by the Offeror, execute any form of proxy required by the Offeror appointing any person nominated by the Offeror to attend and vote at the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Schemerelevant meetings; and (cD) each without prejudice to paragraph (C), and in the absence of any such requirement by the Offeror, I shall after the posting of the Parties agrees that it will perform all circular to be sent to shareholders of the obligations required of it Company containing an explanatory statement in respect of the Acquisition on Scheme (the terms set out "Scheme Document") (and without prejudice to any right I have to attend and vote in this Agreement and/or person at the SchemeCourt Meeting and the General Meeting to implement the Acquisition), return, or procure the return of, if applicable, the signed forms of proxy enclosed with the Scheme Document (completed and each will, subject to the terms signed and conditions of this Agreement, including Section 7.2, use its reasonable best efforts to take such other steps as are within its power and are reasonably required of it for the proper implementation voting in favour of the Scheme, including those required of it pursuant resolutions to this Agreement implement the Acquisition) in connection accordance with the Completioninstructions printed on those forms of proxy and, if applicable, in respect of any Shares held in uncertificated form, take or procure the taking of any action which may be required by the Company or its nominated representative in order to make a valid proxy appointment and give valid proxy instructions (voting in favour of the resolutions to implement the Acquisition), as soon as possible and in any event within seven days after the posting of the Scheme Document.

Scheme. Subject always to Section 3.6: (a) Allergan agrees that it will propose the parties’ ability to consummate the Acquisition as a Takeover Offer in the circumstances specified in Exhibit A and/or Schedule 1, the parties agree to implement the Scheme in accordance with, and subject to the Allergan Shareholders terms and conditions of, this Agreement and Schedule 1, and the Company shall, except as otherwise agreed in writing by Buyer and subject always to applicable Law and to any order of the Court, take or cause to be taken all such steps as are necessary to implement the Scheme in accordance with this Agreement and Schedule 1. The Company shall, for the purposes of implementing the Scheme, instruct a senior barrister from Exxxxxx Xxxxxxxx and provide Buyer and its advisers with a summary of any advice given by such barrister to the extent that: (i) such advice is material to the implementation of the Scheme; and (ii) the disclosure of such advice could not reasonably be expected to be prejudicial to the Company or to any of its directors, officers, employees or members or to result in the manner loss of any applicable privilege. Without limiting the foregoing, and provided that Buyer has complied with its obligations in this Section 6.3, as soon as reasonably practicable after the date hereof, the Company shall (i) prepare the Scheme Document Annex and any other documentation required to be prepared by the Company for the purposes of the Scheme (it being acknowledged that the Scheme, and document reflecting the terms thereof, shall be in substantially the form set out in Article 3 Exhibit A subject to any amendment that the parties (and, if required, the Court) mutually agree), (ii) use its reasonable efforts to procure that any documents required to be prepared by any third party in connection with the Scheme (including, without limitation, any witness statements) are so prepared, in each case in connection with the Scheme and the Scheme Document Annex for the purposes of the Court Meeting or the Court Sanction Hearing (the “Court Documentation”) and (iii) take all other actions reasonably necessary to call, convene, hold and conduct the Shareholders Meetings in compliance with this Agreement, the Company’s articles of association and applicable Laws and, subject to obtaining the Company Requisite Vote and the satisfaction or, in the sole discretion or waiver of the applicable Party, waiver conditions to the Closing (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Documentother than (x) of the Conditions (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions those conditions that by their nature are to be satisfied by actions taken at the Closing, provided such conditions are capable of being satisfied on such date and subject to the Sanction Date satisfaction thereof and (as defined y) the condition in Appendix III Section 7.1(d)), otherwise take all actions reasonably necessary to seek the sanction of the Rule 2.5 Announcement)Court to the Scheme. The Company shall permit up to four representatives of Buyer and/or its financial and legal advisers to attend and observe (but not speak or make representations at) the Shareholders Meetings. Buyer shall (A) prior to the Court Sanction Hearing, but prepare and deliver to the senior barrister from Exxxxxx Xxxxxxxx an undertaking from Buyer to the Court that, subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or conditions to Closing in Article VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, provided such conditions are capable of being satisfied on such date and subject to the satisfaction thereof and the condition in Section 7.1(d)), it will be bound by the terms of the Scheme Documentapplicable to it and (B) subject to the satisfaction or waiver of the conditions to Closing in Article VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, provided such Conditionsconditions are capable of being satisfied on such date and subject to the satisfaction thereof and the condition in Section 7.1(d)), willappear by Counsel at the Court Sanction Hearing to be bound by, and undertake to be bound by, the terms of the Scheme. The Company shall give such undertakings as are required by the Court in connection with the Scheme. Buyer and the Company shall take all such reasonable steps as are within their power to ensure that such documents that they are responsible for are finalized in sufficient time to permit application to the Court by the Company to be made for leave to convene the Court Meeting and for such documents to be mailed, in each case, in accordance with the manner set out in Article 3, petition the High Court to sanction the Scheme so as to facilitate indicative timetable for the implementation of the Acquisition; Scheme as set out in Schedule 1 (bthe “Scheme Timetable”), it being acknowledged and agreed that the Company shall not proceed with or hold the Court Sanction Hearing (nor shall Buyer be required to close the Acquisition or other transaction contemplated hereby) each until following the time as all of AbbVie and Acquirer Sub agrees the conditions set forth in Article VII are satisfied (other than (x) those conditions that it will participate in the Scheme and agrees by their nature are to be bound satisfied by its termsactions taken at the Closing, as proposed by Allergan to the Allergan Shareholders, provided such conditions are capable of being satisfied on such date and that it shall, subject to the satisfaction or, thereof and (y) the condition in Section 7.1(d)). The Company agrees and acknowledges that the sole discretion Company is responsible for the Scheme Document Annex (including all other documents required for the implementation of the Scheme) and shall prepare the Scheme Document Annex in accordance with this Agreement (including Exhibit A and Schedule 1), applicable Party, waiver (where permissible under the provisions Law and with any order of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; and (c) each of the Parties Court. The Company agrees that it will perform all shall provide Buyer at least three (3) business days to review and comment thereon and shall consult with Buyer as to the form and content of the obligations Scheme Document Annex (including as to how the Scheme Document Annex will form part of, or be annexed to, the Proxy Statement), the contents of the forms of proxy for the Court Meeting and the General Meeting and the Court Documentation and take into account any reasonable comments and requests of Buyer in relation thereto. Further, the Company shall incorporate without amendment all comments of Buyer to any part of the Scheme Document Annex for which Buyer or its Affiliates (or their respective directors) but not the Company are required to expressly take responsibility. The Company shall also obtain the approval of Buyer (not to be unreasonably withheld) to the contents of the Scheme, the Scheme Document Annex, the forms of proxy for the Court Meeting and the General Meeting and the Court Documentation, and the delivery thereof, to the Court, the SEC or the shareholders of the Company. As soon as practicable, the Company shall notify Buyer of any matter of which it becomes aware which would reasonably be expected to delay or prevent the filing of the Scheme Document Annex or the Court Documentation. Each party agrees to offer and afford all reasonable cooperation, information and assistance as may be reasonably requested by the other party in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, and each will, subject to the terms and conditions preparation of this Agreement, including Section 7.2, use its reasonable best efforts to take such other steps as are within its power and are reasonably any document required of it for the proper implementation of the Scheme. Buyer shall, and shall procure that its directors, accept responsibility for all of the information in the Scheme Document Annex relating to themselves, Buyer or any Subsidiary of Buyer and statements of opinion or expectation of Buyer in relation to the Acquisition. The Company shall, and shall procure that the Company’s directors, accept responsibility for all other information in the Scheme Document Annex, including those required of it pursuant that relating to this Agreement in connection with the CompletionCompany’s directors and its group.

Scheme. Subject to Section Clause 3.6: (a) Allergan Glantus agrees that that, unless this Agreement has been terminated under Clause 10, it will propose put the Scheme to the Allergan Glantus Shareholders in the manner set out in Article Clause 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, or waiver (where permissible under the provisions of the Rule 2.5 2.7 Announcement and/or the Scheme Document) of the Conditions (with the exception of Conditions 2(iii) 2.3 and 2(iv) 2.4 and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 AnnouncementDate), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), willshall, in the manner set out in Article Clause 3, petition make an application to the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition;. (b) Basware and Bidco each of AbbVie agree, subject to Clause 3.5, that they will (and Acquirer Sub agrees Basware undertake that it they will procure that Bidco will) participate in the Scheme and agrees agree to be bound by its terms, as proposed by Allergan to the Allergan Shareholders, terms and that it they shall, subject to the satisfaction or, in the sole discretion of the applicable Party, or waiver (where permissible under the provisions of the Rule 2.5 2.7 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement Agreement, the Rule 2.7 Announcement and the Scheme; and. (c) each Each Party will use its reasonable endeavours to adhere to the indicative timetable to be set forth in the Scheme Document as may be amended by mutual agreement between the Parties. (d) Each of the Parties agrees that it will fully and promptly perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, Scheme and each will, subject to the terms and conditions of this Agreement, including Section 7.2, use its all reasonable best efforts endeavours to act in a manner consistent with the terms of this Agreement pertinent to such Party and take such other steps as are within its power powers and are reasonably required of it for the proper implementation of the Scheme, including those required in connection with Completion. 3. Implementation of the Scheme 3.1 Responsibilities of Glantus in respect of the Scheme (a) be responsible for the preparation of the Scheme Document and all other documentation necessary to effect the Scheme and to convene the Scheme Meeting and the EGM, provided that Glantus shall: (i) provide Bidco with a reasonable sufficient opportunity to review and comment on drafts of such documents; (ii) discuss with Bidco and, where reasonable, accommodate in such documents all comments or amendments proposed by Xxxxx; and (iii) not file such documents with the Panel prior to following the procedure set forth in sub-Clauses 3.1(a) and (b); (b) for the purpose of implementing the Scheme (and without prejudice to the ability of any Party to appoint any legal adviser for any other purpose), instruct the Scheme Counsel and provide Bidco and its advisers with the opportunity to attend any meetings with the Scheme Counsel to discuss substantive matters pertaining to the Scheme and any issues arising in connection with it pursuant (except to the extent that the Scheme Counsel is to advise on matters relating to the fiduciary duties of the members of the Glantus Board or their responsibilities under the Irish Takeover Rules); (c) subject to Clause 3.1(a), as promptly as practicable after the date of this Agreement and, subject to compliance by Bidco with its obligations under this Agreement with respect to the preparation of the Scheme Document, prepare and, save as otherwise agreed with Bidco in writing, cause the Scheme Document to be filed with the Panel for the purpose of posting the Scheme Document by the Scheme Document Posting Date; (d) notify Bidco as promptly as is reasonably practicable in writing upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document and the forms of proxy for use at the Scheme Meeting and EGM; (e) prior to filing or despatching any amendment or supplement to the Scheme Document (whether requested by the Panel or otherwise), or responding in writing to any comments of the Panel with respect thereto, Glantus shall: (i) as promptly as is reasonably practicable, provide Bidco with a reasonable opportunity to review and comment on such documents or response; (ii) as promptly as is reasonably practicable, discuss with Bidco and, where reasonable, accommodate in such document or response all comments reasonably and promptly proposed by Xxxxx; and (iii) not despatch or file such documents with the Panel prior to following the procedure set forth in sub-Clauses 3.1(e)(i) and (ii) above; (f) to the extent that clearance of the Scheme Document by the Panel might require that waivers or derogations in respect of the Irish Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Bidco with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (g) provide Bidco with drafts of pleadings, affidavits, applications, petitions and other filings prepared by Glantus or its Representatives for submission to the High Court in connection with the CompletionScheme prior to their filing or submission, and prior to such filing, afford Bidco reasonable opportunities to review and make comments on all such documents, and accommodate in such documents all such comments or amendments proposed by Xxxxxxx; (h) as promptly as is reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document, that must be satisfied prior to the despatch of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme or required to implement the Scheme and, in particular, unless the Glantus Board has exercised its power to convene the Scheme Meeting pursuant to Section 450(1) of the Act, Glantus will, promptly after the date of the Rule 2.7 Announcement, issue appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate Scheme Meetings to be held and to order under Section 450(3) of the Act that the Scheme Meeting be summoned as promptly as is reasonably practicable following the publication of the Rule 2.7 Announcement and use all reasonable endeavours so as to ensure (insofar as possible and to the extent required) that the hearing of any such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document by the Scheme Document Posting Date and, to the extent required, seek such directions of the High Court as it considers necessary or desirable to facilitate the convening of the Scheme Meeting; (i) procure the publication of any necessary advertisements and the despatch of the Scheme Document (in a form acceptable to the Panel and, to the extent required, the High Court) and the forms of proxy for use at the Scheme Meeting and the EGM (the forms of which will be agreed between the Parties) in accordance with the requirements of the Irish Takeover Rules: (i) to Glantus Shareholders on the register of members of Glantus on the applicable record date; and (ii) thereafter publish and/or post such other documents and information (the form of which will be agreed between the Parties) as the High Court and/or the Panel may approve or direct from time to time in connection with the implementation of the Scheme in accordance with applicable Law as promptly as is reasonably practicable after the approval or (as the case may be) direction of the High Court and/or the Panel to publish or post such documents being obtained or received; (j) unless the Glantus Board has effected a Glantus Change of Recommendation under Clause 5.2, procure that the Scheme Document (or if Basware or Bidco effects the Acquisition as a Takeover Offer, the Takeover Offer Document) will include the Scheme Recommendation; (k) include in the Scheme Document a notice convening the EGM to be held immediately following the Scheme Meeting to consider and, if thought fit, approve the EGM Resolutions; (l) keep Bidco and its Representatives reasonably informed, from the date falling 14 days prior to the Scheme Meeting and the EGM, of the number of proxy votes received in respect of the Resolutions and, unless the Glantus Board has effected an Glantus Change of Recommendation pursuant to Clause 5.2 and, subject to compliance with applicable requirements of the Irish Takeover Rules, assist at Bidco’s expense, in any proxy solicitation or related exercise as Bidco may reasonably request to assist in the passing of the Resolutions; (m) keep Bidco reasonably informed and, consult with Bidco, as to the performance of the obligations and responsibilities required of Glantus under this Agreement and/or the Scheme and as to any material developments (other than as to any Glantus Alternative Proposal, the timing and scope of provision of information about which are governed by Clause 5.2) relevant to the proper implementation of the Scheme, including satisfaction of the Conditions; (n) notwithstanding any Glantus Change of Recommendation, unless this Agreement has been terminated in accordance with Clause 10, hold the Scheme Meeting and the EGM and put the Scheme Meeting Resolutions and EGM Resolutions to a vote of Glantus Shareholders, on the date set out in the Scheme Document, or such later date as may be agreed in writing between all of the Parties, and in such a manner as will be approved, if necessary, by the High Court and/or the Panel and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing between the Parties; (o) afford all such co-operation and assistance as may be requested of it by Bidco in respect of the preparation and verification of any document or in connection with any Clearance or confirmations reasonably required for the implementation of the Scheme, including the provision to Bidco of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees, as Bidco may reasonably request and assume responsibility only for the information relating to it contained in the Scheme Document or any other document sent to Glantus Shareholders or filed with the High Court or in any announcement; (p) following the Scheme Meeting and EGM, provided that the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Scheme Meeting) and all other Conditions are satisfied or waived (where permissible under the provisions of the Rule 2.7 Announcement and/or the Scheme Document), with the exception of Conditions 2.3 and 2.4 and any other Conditions that by their nature are required to be satisfied on the Sanction Date, take all necessary steps on the part of Glantus to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter; and (q) give such undertakings as are required by the High Court and are reasonably necessary for the proper implementation of the Scheme and otherwise take all such steps, insofar as lies within its power, as are reasonably necessary or desirable in order to implement the Scheme.

Scheme. Subject 2.1 With effect from the date of this undertaking, I irrevocably and unconditionally undertake, in my capacity as a shareholder, to Section 3.6the Offeror that: (aA) Allergan agrees that it will propose I shall exercise, or, where applicable, procure the Scheme exercise of, all voting rights attaching to the Allergan Shareholders Shares on any resolution (whether or not amended and whether put on a show of hands or a poll) which is proposed at any general meeting of the Company (including any adjournment thereof) (“General Meeting”) or at any meeting of holders of shares in the manner set out Company convened by a Court (including any adjournment thereof) (“Court Meeting”): (i) in Article 3 and, subject favour of any resolution necessary to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), will, in the manner set out in Article 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of implement the Acquisition; (bii) each against any resolution which might reasonably be expected to impede or frustrate the Acquisition in any way (which shall include any resolution to approve a scheme of AbbVie and Acquirer Sub agrees that it will participate arrangement relating to the acquisition of any shares in the Scheme and agrees to be bound Company by its terms, as proposed by Allergan a third party) or the fulfilment of any condition to the Allergan ShareholdersAcquisition; or (iii) against any resolution to approve a scheme of arrangement relating to the acquisition of any shares in the Company by a third party. only in accordance with the Offeror’s instructions; (B) I shall exercise, and that it or, where applicable, procure the exercise of, all rights attaching to the Shares to requisition or join in the requisitioning of any general meeting of the Company for the purposes of voting on any resolution referred to under paragraph (A) above, or to require the Company to give notice of any such meeting, only in accordance with the Offeror’s instructions; (C) for the purpose of voting on any resolution referred to under paragraph (A) above, I shall, subject if required by the Offeror, execute any form of proxy required by the Offeror appointing any person nominated by the Offeror to attend and vote at the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Schemerelevant meetings; and (cD) each without prejudice to paragraph (C), and in the absence of any such requirement by the Offeror, I shall after the posting of the Parties agrees that it will perform all circular to be sent to shareholders of the obligations required of it Company containing an explanatory statement in respect of the Acquisition on Scheme (the terms set out “Scheme Document”) (and without prejudice to any right I have to attend and vote in this Agreement and/or person at the SchemeCourt Meeting and the General Meeting to implement the Acquisition), return, or procure the return of, if applicable, the signed forms of proxy enclosed with the Scheme Document (completed and each will, subject to the terms signed and conditions of this Agreement, including Section 7.2, use its reasonable best efforts to take such other steps as are within its power and are reasonably required of it for the proper implementation voting in favour of the Scheme, including those required of it pursuant resolutions to this Agreement implement the Acquisition) in connection accordance with the Completioninstructions printed on those forms of proxy and, if applicable, in respect of any Shares held in uncertificated form, take or procure the taking of any action which may be required by the Company or its nominated representative in order to make a valid proxy appointment and give valid proxy instructions (voting in favour of the resolutions to implement the Acquisition), as soon as possible and in any event within seven days after the posting of the Scheme Document.

Scheme. Subject to Section 3.6: (a) Allergan Target agrees that it will propose shall put the Scheme to the Allergan Target Shareholders in the manner set out in Article Clause 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, or waiver (where permissible under pursuant to the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions (with the exception of Conditions 2(iii2(c) and 2(iv2(d) and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 Announcement)Date, but subject to the satisfaction or waiver (where permissible under pursuant to the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), willshall, in the manner set out in Article Clause 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition;. (b) each Each of AbbVie and Acquirer Sub agrees the Zoetis Parties agrees, subject to Clause 3.6, that it will shall participate in the Scheme and agrees to be bound by its terms, as proposed by Allergan to the Allergan Shareholders, terms and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, or waiver (where permissible under pursuant to the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; and. (c) each Each of the Parties agrees that it will shall fully and promptly perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, Scheme and each willshall, subject to the terms and conditions of this Agreement, use all reasonable endeavours (including Section 7.2by causing its controlled Concert Parties to, use and using all reasonable endeavours to cause its reasonable best efforts Representatives and non-controlled Concert Parties) to act in a manner consistent with the terms of this Agreement pertinent to such Party and take such other steps as are within its power and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement Scheme and in connection with the Completion.

Scheme. Subject to Section 3.6: (a) Allergan Xxxxxxxx agrees that it will propose the Scheme to the Allergan Shareholders in the manner set out in Article 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), will, in the manner set out in Article 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition; (b) each of AbbVie and Acquirer Sub agrees that it will participate in the Scheme and agrees to be bound by its terms, as proposed by Allergan Xxxxxxxx to the Allergan Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; and (c) each of the Parties agrees that it will perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, and each will, subject to the terms and conditions of this Agreement, including Section 7.2, use its reasonable best efforts to take such other steps as are within its power and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with the Completion.