Common use of Scheme Clause in Contracts

Scheme. (a) Xxxxxx agrees that it will put the Scheme to the Xxxxxx Shareholders in the manner set out in Clause 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where applicable) of the Conditions (with the exception of Conditions 2(c) and 2(d)), will, in the manner set out in Clause 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition. (b) Each of Eaton and Holdco agrees that it will participate in the Scheme and agree to be bound by its terms, as proposed by Xxxxxx to the Xxxxxx Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where applicable) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme. (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, use all of its reasonable endeavours 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 Completion.

Scheme. Subject to Clause 3.6: (a) Xxxxxx Xxxxxxxx agrees that it will put the Scheme to the Xxxxxx Xxxxxxxx Shareholders in the manner set out in Clause 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where applicable) of the Conditions (with the exception of Conditions 2(c) and 2(d)), will, in the manner set out in Clause 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition.; (b) Each each of Eaton Actavis and Holdco agrees that it will participate in the Scheme and agree agrees to be bound by its terms, as proposed by Xxxxxx Xxxxxxxx to the Xxxxxx Xxxxxxxx Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where applicable) 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 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, use all of its reasonable endeavours 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 Completion.

Scheme. Subject to Clause 3.6: (a) Xxxxxx Covidien agrees that it will put the Scheme to the Xxxxxx Covidien Shareholders in the manner set out in Clause 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where applicable) of the Conditions (with the exception of Conditions 2(c) and 2(d)), will, in the manner set out in Clause 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition.; (b) Each each of Eaton Holdco and Holdco IrSub agrees that it will participate in the Scheme and agree agrees to be bound by its terms, as proposed by Xxxxxx Covidien to the Xxxxxx Covidien Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where applicable) 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 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 Clause 7.2, use all of its reasonable endeavours 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. (a) Xxxxxx Fyffes agrees that it will put the Scheme to the Xxxxxx Fyffes Shareholders in the manner set out in Clause 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where applicable) of the Conditions (with the exception of Conditions 2(c) and 2(d)), will, in the manner set out in Clause 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of the AcquisitionCombination. (b) Each of Eaton Cxxxxxxx and Holdco IrHoldco agrees that it will participate in the Scheme and agree agrees to be bound by its terms, as proposed by Xxxxxx Fyffes to the Xxxxxx Fyffes Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where applicable) of the ConditionsConditions (with the exceptions of Conditions 2(c) and 2(d)), effect the Acquisition Combination through the Scheme on the terms set out in this Agreement and the Scheme. (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 Combination on the terms set out in this Agreement and/or the Scheme, and each will, subject to the terms and conditions of this Agreement, use all of its reasonable endeavours 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 Completion.