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EXHIBIT 2.15
DATED 25 MARCH, 1999
TRANSACTION AGREEMENT
BETWEEN
LASON, INC.
AND
M-R GROUP PLC
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TRANSACTION AGREEMENT
This Agreement is made 25 March, 1999 between:
(1) Lason, Inc. of 0000 Xxxxxxxxxx Xxxxxxx, Xxxx, Xxxxxxxx XXX,
00000 ("Lason"); and
(2) M-R Group plc of 00-00 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx, XX0X
0XX ("M-R").
WHEREAS:
(A) As at the date hereof Lason has acquired 441 M-R Shares.
(B) The Boards of directors of Lason and M-R have reached
agreement on terms of the proposed acquisition of the entire
issued and to be issued share capital of M-R by Lason (the
"Acquisition").
(C) It is proposed that the Acquisition will be effected by means
of a scheme of arrangement of M-R under Section 425 of the
Companies Act.
IT IS HEREBY AGREED:
1. DEFINITIONS AND COMMENCEMENT
1.1 In this Agreement (including the Recitals and the
Schedules);
"Acquisition" has the meaning ascribed thereto in Recital B;
"Business Day" means a day (excluding Saturdays and public
holidays) on which banks are open for business in London;
"Circular" means the circular to be issued by M-R to M-R
shareholders pursuant to Section 426 of the Companies Act and
the Code setting out details of the Acquisition and the Scheme
of Arrangement, certain information about M-R and Lason and
containing notices of the Meetings;
"Code" means the City Code on Takeovers and Mergers;
"Companies Act" means the Companies Xxx 0000 of Great Britain,
as amended;
"Conditions" means the conditions to the implementation of the
Scheme of Arrangement and the Acquisition set out in Appendix
1 of the Press Announcement;
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"Consideration Common Stock" means Lason Common Stock to be
issued to M-R shareholders as consideration under the Scheme
of Arrangement;
"Court Meeting" has the meaning ascribed thereto in Clause
2.2(a);
"Effective Date" means the date on which the Scheme of
Arrangement becomes effective in accordance with Section
138(2) and Section 425(3) Companies Act;
"ESOP" means the M-R Employees' Share Ownership Plan Trust;
"Extraordinary General Meeting" means the extraordinary
general meeting of M-R shareholders to be held for the
purpose, inter alia, of passing any resolution which may be
required to implement the Scheme of Arrangement;
"Final Court Order" means the order of the High Court
sanctioning the Scheme of Arrangement under Section 425 of the
Companies Act and confirming any cancellation of the share
capital of M-R in connection therewith under Section 137 of
the Companies Act;
"Final Hearing" means the hearing of the High Court at which
the Final Court Order is granted;
"High Court" means the High Court of Justice of England and
Wales;
"Independent Competing Offer" has the meaning given thereto in
Clause 7.1(b)(v) hereof;
"Lason Common Stock" means shares of common stock of US$0.01
par value each in the capital of Lason;
"Lason Group" means Lason, its Subsidiaries and its Subsidiary
undertakings;
"London Stock Exchange" means the London Stock Exchange
Limited;
"Meetings" means the Court Meeting and the Extraordinary
General Meeting;
"M-R Group" means M-R, its subsidiaries and its subsidiary
undertakings;
"M-R Shares" means the ordinary shares of 10 xxxxx each in the
capital of M-R;
"NASDAQ National Market" means the National Market System on
which Lason Common Stock is listed and traded;
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"New M-R Shares" means the ordinary shares of 10 xxxxx each in
the capital of M-R to be allotted and issued to Lason pursuant
to the Scheme of Arrangement;
"Offer" has the meaning given thereto in the Code;
"Press Announcement" means the joint press announcement to be
issued by Lason and M-R in the form attached hereto at
Schedule 1;
"Panel" means The Panel on Takeovers and Mergers;
"Relevant Authority" means any government, government
department or governmental, quasi-governmental, supranational,
statutory, regulatory, administrative or investigative body,
authority (including any national or supranational anti-trust
or merger control authorities), court, trade agency,
association, institution or professional or environmental body
or any other person or body whatsoever in any relevant
jurisdiction;
"Resolutions" means the resolution to be proposed at the Court
Meeting and the resolutions to be proposed at the
Extraordinary General Meeting;
"Scheme of Arrangement" means the proposed scheme of
arrangement under Section 425 of the Companies Act to be set
out in the Circular on the terms described in the Press
Announcement with any modification, addition or condition
approved or imposed by the High Court and approved by Lason
and M-R;
"Share Option Schemes" means The Microfilm Repographics Share
Option Scheme, The M-R Group P.C. 1997 Number 1 Executive
Share Option Scheme and The M-R Group P.C. 1997 Number 2
Executive Share Option Scheme;
"Subsidiary" has the meaning given the Companies Act and
Subsidiaries shall be construed accordingly;
"Subsidiary undertaking" has the meaning given in the
Companies Act and Subsidiary undertakings shall be construed
accordingly;
"wider Lason Group" means Lason and its subsidiary
undertakings and any other undertakings in which Lason and
such undertakings (aggregating their interests) have a
substantial interest and for these purposes "substantial
interest" means a direct or indirect interest in 20 per cent.
or more of the equity capital of an undertaking; and
"wider M-R Group" means M-R and its subsidiary undertakings
and any other undertakings in which M-R and such undertakings
(aggregating their interests) have
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a substantial interest and for these purposes "substantial
interest" means a direct or indirect interest in 20 per cent.
or more of the equity capital of an undertaking.
1.2 In this Agreement and the Schedules:
(a) reference to any statute or statutory
provision includes a reference to that
statute or statutory provision as amended,
extended or re-enacted and to any
regulation, order, instrument or subordinate
legislation under the relevant statute or
statutory provision;
(b) reference to the singular includes a
reference to the plural and vice versa;
(c) reference to any clause, sub-clause or
schedule is to a clause, subclause or
schedule (as the case may be) of or to this
agreement;
(d) reference to any gender includes a reference
to all other genders;
(e) references to persons include bodies
corporate, unincorporated associations and
partnerships and any reference to any party
who is an individual is also deemed to
include their respective legal personal
representative(s);
(f) references to documents in the agreed form
are to documents in the form of the draft
agreed between the parties and initialed by
the parties for the purposes of
identification; and
(g) all of the Schedules to this Agreement
constitute an integral part hereof.
2. SCHEME OF ARRANGEMENT
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
(e) below in order to implement the Scheme
Arrangement in accordance with the timetable set out
in Schedule 2 hereto:
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(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 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 Consideration Common Stock
is:
(i) duly authorised by all necessary
corporate action of Lason;
(ii) validly issued by Lason;
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(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 restrictions provided
in the letter agreements entered
into by such affiliates with Lason
and dated the date hereof; and
(vi) approved for listing on the NASDAQ
National Market;
(b) if Lason shareholder consent is required to
the Acquisition and the issue of
Consideration Common Stock, convene a
meeting of Lason shareholders on 27 May, or
shortly thereafter, to seek such approval;
and
(c) 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.
3. REPRESENTATIONS AND WARRANTIES OF M-R
M-R hereby represents and warrants to Lason as follows:
(a) M-R is a company limited by shares which is
duly incorporated and registered under the
laws of England and Wales. M-R has all
requisite corporate authority to own, lease,
and operate its properties and to carry on
its business as now being conducted. Its
authorised capital is (pound)7,200,000
divided into 72,000,000 M-R Shares of which
55,821,926 are issued and fully paid up and
options to subscribe for or acquire no more
than 4,386,616 M-R Shares are outstanding;
(b) Each Subsidiary and Subsidiary undertaking
for M-R is a corporation or partnership duly
organized, validly existing and in good
standing
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(where applicable) under the laws of the
jurisdiction of its incorporation or
organization, and has all requisite
corporate or partnership power and authority
to own, lease and operate its properties and
to carry on its business as now being
conducted;
(c) M-R has the corporate power and corporate
authority to execute and deliver this
Agreement and to perform its obligations
hereunder. This execution, delivery and
performance of this Agreement and the
consummation of the transactions
contemplated hereby have been duly
authorized and approved by the Board of
directors of M-R. This Agreement has been
duly executed and delivered by, and
constitutes a valid and binding obligation
of, M-R enforceable against M-R in
accordance with its terms (except as
enforceability may be limited by applicable
bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting
creditors' rights generally or by the
principles governing the availability of
equitable remedies). The execution, delivery
and performance of this Agreement by M-R and
the consummation of the transactions
contemplated hereby do not and will not
conflict with or result in a breach of any
provisions of the Articles of Association or
Memorandum of Association of M-R or the
charter or by-laws or similar documents with
different names of any Subsidiary of M-R;
and
(d) To the best of M-R's knowledge there has not
been any action taken by M-R or any member
of the wider M-R Group that would prevent
the transactions contemplated by this
Agreement and the Scheme of Arrangement from
being accounted for as a
pooling-of-interests under generally
accepted accounting principles of the United
States.
4. REPRESENTATIONS AND WARRANTIES OF XXXXX
Xxxxx hereby represents and warrants to M-R as follows:
(a) Lason is a company duly organised, validly
existing, and in good standing under the
laws of the state of Delaware. Lason has all
requisite corporate authority to own, lease,
and operate its properties and to carry on
its business as now being conducted;
(b) Each Subsidiary and Subsidiary undertaking
of Lason is a corporation or partnership
duly organized, validly existing and in good
standing (where applicable) under the laws
of the jurisdiction of its incorporation or
organization, and has all requisite
corporate or
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partnership power and authority to own,
lease and operate its properties and to
carry on its business as now being
conducted;
(c) Lason has the corporate power and corporate
authority to execute and deliver this
Agreement and to perform its obligations
hereunder. This execution, delivery and
performance of this Agreement and the
consummation of the transactions
contemplated hereby have been duly
authorized and approved by the Board of
directors of Lason. This Agreement has been
duly executed and delivery by, and
constitutes a valid and binding obligation
of, Lason enforceable against Lason in
accordance with its terms (except as
enforceability may be limited by applicable
bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting
creditors' rights generally or by the
principles governing the availability of
equitable remedies). The execution, delivery
and performance of this Agreement by Lason
and the consummation of the transactions
contemplated hereby do not and will not
conflict with or result in a breach of any
provisions of the charter or by-laws of
Lason or the charter or by-laws or similar
documents with different names of any
Subsidiary of Lason; and
(d) To the best of Lason's knowledge there has
not been any action taken by Lason or any
member of the wider Lason Group that would
prevent the transactions contemplated by
this Agreement and the Scheme of Arrangement
from being accounted for as a
pooling-of-interests under generally
accepted accounting principles of the United
States.
5. SHARE OPTION SCHEMES
5.1 M-R and Lason undertake that an explanatory letter in
agreed terms will be sent to holders of options under
the Share Option Schemes explaining their
entitlement, where appropriate, to exercise their
options.
5.2 M-R and Lason undertake to use reasonable endeavors
to implement arrangements in accordance with the
attached document in the agreed form.
5.3 Lason shall use all reasonable endeavors to prepare
and file with the SEC a registration statement on
Form S-8 or other appropriate form with respect to
Consideration Common Stock received pursuant to the
Share Option Schemes and to maintain effectiveness of
such registration statement or registration
statements covering such Share Option Schemes (and
maintain the current status of the prospectus
contained therein) for so long as options under such
Share Option Schemes remain outstanding.
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6. ADDITIONAL AGREEMENTS
6.1 As soon as practicable after the date hereof, Lason
and M-R will cooperate in the preparation and filing
of all materials (including, without limitation, (a)
the application for tax clearances under Section 707
Income and Corporation Taxes Xxx 0000 and Section 136
and 138 Taxation of Chargeable Gains Tax Xxx 0000;
(b) the Xxxx-Xxxxx-Xxxxxx filing and the notification
to the Office of Fair Trading; and (c) the Form 8-K
required to be filed by Lason with the U.S.
Securities and Exchange Commission) which are
required to be filed in connection with the
Acquisition and the Conditions.
6.2 Each of Lason and M-R agrees to do or procure to be
done all such further acts and things as the other
may from time to time reasonably require for the
purpose of giving to the other the full benefit of
this Agreement. M-R further agrees to permit Lason to
carry out such due diligence in respect of M-R and
the wider M-R Group as Lason reasonably requests
during the period which is 2 Business Days prior to
the Final Hearing.
6.3 From the date hereof, M-R undertakes and agrees to
instruct its auditors, Deloitte & Touche, to commence
the preparation of consolidated audited financial
statements for the M-R Group prepared in accordance
with generally accepted accounting principles in the
United States for the years ended 30 June, 1996, 30
June, 1997 and 30 June, 1998 and unaudited for the
nine months ended 31 March, 1999 and will procure
that Deloitte & Touche consent in writing to all such
accounts being filed with the US Securities and
Exchange Commission on Form 8-K. M-R shall procure
that such financial statements are provided to Lason
and its advisers by no later than 15 July, 1999.
Lason undertakes to use all reasonable endeavors to
publish a set of financial statements for the period
ending 30 September, 1999 as soon as reasonably
practicable and in any event by 15 November, 1999.
6.4 As from the date hereof and prior to the Effective
Date, each of the parties hereto agrees to consult
with the other concerning the content of any press or
other public statement to be made or issued in
connection with the Acquisition or this Agreement.
Notwithstanding the foregoing, neither party shall be
prevented from publicly disclosing any information to
the extent required by a court order or pursuant to
the rules and regulations of a government agency or
body or the rules and regulations of the NASDAQ
National Market or the London Stock Exchange, in any
case having jurisdiction over the disclosing party,
or pursuant to the rules of the Code or the
requirements of the Panel.
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6.5 Each of the parties agrees to use its best efforts to
cause the transactions contemplated by this Agreement
and the Scheme of Arrangement to qualify for
pooling-of-interests accounting treatment under
generally accepted accounting principles of the
United States and to cooperate with Lason and its
advisers in connection therewith. M-R agrees that it
will not take a position on its tax returns or
elsewhere, nor take any action or fail to take any
action, that is or would be inconsistent with the
treatment of the transactions contemplated by this
Agreement and the Scheme of Arrangement as
transactions in respect of which Section 338 of the
Internal Revenue Code of the Untied States may be
elected (provided that nothing herein will require
M-R to take any unlawful action).
6.6 To the fullest extent permitted by law, the Code, the
requirements of the Panel and in order to allow the
directors of M-R to act in accordance with their
fiduciary duties, M-R undertakes and agrees that as
from the date of this Agreement, it will not, and it
will procure that its directors, senior management
and advisers do not, initiate contact with any third
party (or, for the avoidance of doubt, initiate any
further contact with any third party with whom they
have previously spoken prior to the date this
Agreement becomes effective) in order to solicit an
Offer for M-R.
6.7 M-R undertakes and agrees to procure that:
(a) all the non-executive directors on the board
of directors of M-R shall resign from the
board of directors of M-R, such resignations
to take effect after the Scheme of
Arrangement becomes effective; and
(b) Xxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx shall be
appointed to the board of directors of M-R
with effect from the time when the Scheme of
Arrangement becomes effective.
6.8 M-R covenants, undertakes and agrees with Lason that
as from the date of this Agreement to the Effective
Date, it will carry on its business, and will procure
that all other members of the wider M-R Group carry
on their respective businesses, only in the usual,
regular and ordinary manner and consistent with past
practice.
6.9 Lason covenants, undertakes and agrees with M-R that
as from the date of this Agreement to the Effective
Date, it will carry on its business, and will procure
that all other members of the wider Lason Group carry
on their respective businesses, only in the usual,
regular and ordinary manner and consistent with past
practice.
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6.10 As from the date hereof, M-R undertakes to use its
reasonable endeavors to ensure that key management
remain with M-R.
6.11 After the Scheme of Arrangement is effective Lason
will procure either that M-R's directors and officers
insurance cover is maintained or a suitable
alternative is provided.
6.12 Lason will deliver to M-R copies of Affiliate letters
signed by its Affiliates in relation to the
Acquisition.
6.13 M-R will deliver to Lason copies of Affiliate letters
signed by its Affiliates in relation to the
Acquisition.
7. CONDITIONS
7.1 The office copy of the court order sanctioning the
Scheme of Arrangement will only be delivered for
registration to the Registrar of Companies for
England and Wales if the Conditions have been
satisfied or, where applicable, waived. At the Final
Hearing each party will instruct its Counsel to
advise the High Court whether or not the conditions
have been satisfied or (where applicable) waived and
Lason agrees to observe the provisions of note 2 to
Rule 13 of the Code.
7.2 If at any time any party hereto becomes aware of a
matter that could reasonably be expected to prevent a
Condition being satisfied, it shall immediately
inform the other party hereto.
8. TERMINATION
8.1 This Agreement may be terminated (but without
affecting Lason's rights under Clause 8.2) at any
time prior to the Effective Date:
(a) by mutual written consent of M-R and Lason;
(b) by written notice given by either M-R or
Lason to the other party hereto in the
following circumstances:
(i) if Conditions A.(a) or A.(b) are not
satisfied;
(ii) if an y Relevant Authority shall
have taken any action which would
make the Acquisition or its
implementation void, illegal or
unenforceable and such action taken
by such body shall have become final
and nonappealable;
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(iii) if the Effective Date shall not have
occurred by 31 August, 1999 for any
reason provided, however, that the
right to terminate this Agreement
shall not be available to either
party if its action or failure to
act in accordance with this
Agreement has been a principal cause
of or resulted in the failure of the
Effective Date to occur on or before
such date and such action or failure
to act constitutes a breach of this
Agreement; or
(iv) if a written Offer from a third
party has been received by the board
of directors of M-R which is of a
value in excess of the value of the
Acquisition or which comprises
consideration which is determined by
the independent financial adviser to
M-R to exceed the value of the
Acquisition (an "Independent
Competing Offer");
(c) by written notice given by Lason to M-R in
the event of a failure of any of Conditions
B.(d), B.(e), B.(f), B.(g) or B.(h) but in
the last case only if the letter from
Deloitte & Touche is not forthcoming in
circumstances where the Panel have ruled
that they are prepared to allow such
Condition to be invoked.
8.2 M-R shall promptly pay, or cause to be paid, to Lason
a fee of(pound)885,000 in the following
circumstances:
(a) if the Transaction Agreement is terminated
by Lason in the circumstances set out in
Clause 8.1(c) above; or
(b) Completing Offer or otherwise withdraw or
modify their approval or recommendation of
the Acquisition in a manner adverse to
Lason, or if the Scheme of Arrangement is
not approved or does not become effective as
a result of a matter which constitutes a
breach by M-R of Clause 2.2, in each case
otherwise than as a result of a material
adverse change to the trading position of
Lason (other than one affecting its industry
as a whole) or the average closing price
quoted on NASDAQ for 5 consecutive trading
days being less than $40.41 for the Lason
Common Stock; or
(c) if a third party announces an intention to
acquire shares in M-R or make an offer in
the future for M-R prior to the date of
termination of this Agreement, and if an
offer from such party or a related party for
M-R is recommended within 6 months of
termination of this Agreement pursuant to
Clause 8.1(b)(i) or (iii) above.
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9. NOTICES
9.1 Any notice or other written communication given under
or in connection with this Agreement may be delivered
personally or sent by overnight courier or by
facsimile.
9.2 The address for service of any party shall be its
address stated in this Agreement or, if any other
address for service has previously been notified in
writing to the server, to the address so notified.
9.3 Any such notice or other written communication shall
be deemed to have been served:
(a) if personally delivered, at the time of
delivery,
(b) if sent by overnight courier, on the
following Business Day; and
(c) if sent by facsimile message, at the time of
transmission (if sent during normal business
hours, that is 9.30 to 17.30 local time) in
the place from which it was sent or (if not
sent during such normal business hours) at
the beginning of the same Business Day in
the place from which it was sent if sent
before 9.30 a.m. local time or at the
beginning of the next Business Day in the
place from which it was sent if sent after
17.30 local time.
10. MISCELLANEOUS
10.1 Neither party may assign the benefit of this
Agreement without the prior written consent of the
other.
10.2 No term or provision of this Agreement shall be
varied or modified by any prior or subsequent
statement, conduct or act of any party, except that
hereafter the parties may amend this Agreement only
by letter or written instrument signed by each of the
parties.
10.3 The headings to the clauses and any underlining in
this Agreement and in the Schedules are for ease of
reference only and shall not form any part of this
Agreement for the purposes of construction.
10.4 Each of Lason and M-R shall and shall use all
reasonable endeavors to procure that any other
necessary party shall execute and do all such
documents acts and things as may reasonably be
required on or subsequent to the Scheme of
Arrangement becoming effective by Lason for securing
to
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or vesting in Lason or M-R the legal and beneficial
ownership of the New M- R Shares.
10.5 This Agreement may be entered into in any number of
counterparts and by the parties to it on separate
counterparts, each of which when so executed and
delivered shall be an original, but all the
counterparts shall together constitute one and the
same instrument.
10.6 If at any time any term or provision in this
Agreement shall be held to be illegal, invalid or
unenforceable, in whole or in part, under any rule or
law or enactment, such term or provision or part
shall to that extent be deemed not to form part of
this Agreement, but the enforceability of the
remainder of this Agreement shall not be affected.
10.7 This Agreement (together with any documents referred
to herein and the confidentiality agreement dated 8
February, 1999 and the amendment thereto dated 17
March) contain the whole and only agreement between
the parties in relation to the Acquisition and
supersede and extinguish any prior agreements, draft
agreements, undertakings, representations,
warranties, promises, assurances, understandings or
arrangements of any nature whatsoever (both oral and
written) ("Pre-contractual Arrangements"). Each party
acknowledges that in entering into this Agreement it
is not relying on any Pre-contractual Arrangement
which is not set out in this Agreement. No party
shall have any right of action against any other
party to this Agreement arising out of or in
connection with any Pre-contractual Arrangement
(except in the case of fraud) except to the extent
repeated in this Agreement.
11. LAW AND JURISDICTION
This Agreement shall be governed by, construed and take effect
in accordance with English law and the courts of England shall
have exclusive jurisdiction to settle any claim, dispute or
matter of difference which may arise out of or in connection
with this Agreement or the legal relationships established by
this Agreement.
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IN WITNESS WHEREOF, Lason and M-R have caused this Agreement
to be duly executed as of the day and year first above written.
LASON
By: /S/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Corporate Counsel
M-R
By: /S/ Xxxxx Xxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Chairman
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