AND DOCUMENTATION. Implementation of the Scheme 4.1 Save as set out in this Agreement, the parties undertake to implement the Scheme in accordance with, and subject to the Scheme Terms and Conditions and, so far as reasonably practicable, the Timetable, with the overall intention that the Scheme becomes effective on or before the End Date, but in any event, in as timely manner as reasonably practicable. (a) The parties agree to each work diligently with a view to finalising the Scheme Document and the Options Communications, with the Company and its advisers taking the lead in such preparation, as soon as reasonably practicable after the date of this Agreement. The Company shall not post the Scheme Document to its shareholders without the prior written consent of the Purchaser. The Company undertakes to the Purchaser that the Scheme Document will reflect and incorporate the Scheme Terms and Conditions. 4.2 The Company will, save as otherwise agreed in writing with the Purchaser, take or cause to be taken all such steps as are necessary to implement the Scheme in accordance with, so far as is reasonably practicable, the Timetable, and the Purchaser will, save as otherwise agreed in writing with the Company, take or cause to be taken all such steps as are requested by the Company and necessary to assist the Company in implementing the Scheme in accordance with, so far as is reasonably practicable, the Timetable. In particular, but without limitation: (a) the Company shall make all necessary applications to the Court in connection with the implementation of the Scheme promptly and in particular, will, in accordance with, in so far as reasonably practicable, the Timetable, issue a Part 8 claim form in order to seek the Court’s permission to convene the Court Meetings and file such documents as may be necessary in connection therewith; (b) upon: (i) the necessary documents being settled with the Court and, where required, approved by the Purchaser; and (ii) the Court making the order necessary for the purpose of convening the Court Meetings, the Company shall, as promptly as practicable following the order being made, publish the requisite documents, including the Scheme Document and the Options Communications, and thereafter as promptly as practicable, publish and/or post such other documents and information as the Court may approve or require from time to time in connection with the proper implementation of the Scheme according to, so far as reasonably practicable, the Timetable; (c) the Company will convene the Court Meetings and the General Meeting to take place on the same date and promptly following the Court Meetings to consider and, if thought fit, approve the Scheme and General Meeting Resolutions and hold such meetings at the times and dates on which they are convened; (d) keep the Purchaser informed on a regular basis of the number of proxy votes received in respect of the Company Resolutions to be proposed at the Company Meetings and the identity of the relevant shareholders; (e) following the Court Meetings and the General Meeting, and assuming the Company Resolutions to be proposed at such meetings have been passed by the requisite majorities, the Company shall, following receipt of the Requisite Purchaser Stockholder Approval, forthwith seek the sanction of the Court to the Scheme and confirmation of the Reduction by the Court at the Court Hearings and take all other action necessary to make the Scheme effective; (f) subject to clause 4.4, as soon as practicable after the sanction by the Court of the Scheme and the confirmation of the Reduction at the Court Hearings, and in any event within one Business Day following the Court’s confirmation of the Reduction, the Company shall cause an office copy of the Court Orders to be filed with the Registrar; and (g) notwithstanding anything to the contrary contained in this Agreement, but subject to the Company’s right to terminate this Agreement pursuant to clause 9.1 of this Agreement, the obligation of the Company to call, give notice of, convene and hold the Company Meetings and to seek the Requisite Company Shareholder Approval shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal or by any change of the Company Board Recommendation. 4.3 The Company undertakes: (a) to procure the publication of the advertisements required by the Court; (b) prior to the Court Meetings and the General Meeting to keep the Purchaser informed in writing, on a weekly basis and daily on each of the five Business Days preceding each of the Court Meetings and the General Meeting (or adjournment of any of these Meetings), of the number of proxy votes received in respect of the Company Resolutions to be passed at the Court Meetings or the General Meeting as applicable; (c) promptly to provide the Purchaser with a copy of the Court Orders once obtained; and (d) to take all reasonable steps to preserve the availability of the exemption from registration provided by Section 3(a)(10) of the Securities Act, including: (i) conducting a hearing on the fairness of the Scheme to the Scheme Shareholders; (ii) advising the Court before the hearing on the fairness of the Scheme that, if the terms and conditions of the Scheme are approved, its sanctioning of the Scheme will constitute the basis for the Purchaser Common Stock offered pursuant to the Scheme to be issued without registration under the Securities Act in reliance on the exemption from registration provided by Section 3(a)(10); and (iii) providing adequate notice of the hearing and an opportunity to attend the hearing and be heard to all Persons to whom shares of Purchaser Common Stock are proposed to be issued pursuant to the Scheme. 4.4 The Company agrees that it shall only (i) seek the sanction of the Court to the Scheme at the Court Hearings and/or (ii) file the Court Orders with the Registrar if the Purchaser provides written confirmation that all of the Conditions, where capable of satisfaction, have been satisfied or, where permissible, waived by the Purchaser. 4.5 The Company shall not amend or seek to amend the Scheme or the General Meeting Resolutions after despatch of the Scheme Document or to adjourn the Court Meetings or the General Meeting without the prior written consent of the Purchaser. 4.6 The Purchaser will undertake to the Court to be bound by the terms of the Scheme, including as to the discharge of the consideration for the Acquisition, and shall cause the shares of Purchaser Common Stock to be issued in connection with the Acquisition to be approved for listing on Nasdaq, subject to official notice of issuance, as promptly as practicable after the date hereof, and in any event, prior to the Closing Date. 4.7 Save as may otherwise be agreed between them, the parties shall use all reasonable endeavours to ensure that the time period between the posting of the Scheme Document and the Closing Date is as short as reasonably possible. 4.8 Subject to the provisions of clause 8: (a) the Company agrees that (i) the Scheme Document shall incorporate an unqualified recommendation of the Company Board to shareholders of the Company to vote in favour of the Company Resolutions and (ii) such recommendation shall not be withdrawn or qualified save (in the case of both (i) and (ii)) to the extent that the Company Board has determined to change its recommendation in accordance with clause 8.4; and (b) the Purchaser agrees that (i) the Proxy Statement shall incorporate the recommendation of the Purchaser Board to stockholders of the Purchaser to vote in favour of the Purchaser Resolutions; and (ii) such recommendation shall not be withdrawn or qualified save (in the case of both (i) and (ii)) to the extent that the Purchaser Board has determined to change its recommendation in accordance with clause 8.8. Without limiting the provisions of clause 8.8, nothing in this clause 4.8 shall prohibit the Purchaser or the Purchaser Board from taking and disclosing to its stockholders a position, or any information, with respect to an Acquisition Proposal by a Third Party to the extent required under applicable law (including Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act) or stock exchange regulation. 4.9 Each party agrees to use all reasonable endeavours to, and to procure that its Group, its directors and its relevant professional advisers assist it to, prepare all such documents and take all such steps as are reasonably necessary or desirable in connection with the Scheme and the Acquisition. 4.10 Each party will co-operate with and provide the other with such information relating to it and its Group and such access to the officers, directors and senior management of the other as reasonably required during normal business hours in order to facilitate and assist with planning for the integration of the Company and the Purchaser. No information or knowledge known to the Purchaser or the Company or any of their Representatives (whether prior to or after the date of this Agreement) and no information or knowledge obtained in any investigation pursuant to this clause 4.10 (or otherwise) shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Acquisition in accordance with the provisions hereof. 4.11 Should any supplemental circular or announcement be required to be published or submitted to the Court in connection with the Acquisition (a “Supplemental Document”) each party shall provide such co-operation and information (including such information as is necessary for the Supplemental Document to comply with all applicable legal and regulatory provisions) as the other may reasonably request and is reasonably necessary to finalise and publish promptly such Supplemental Document. 4.12 The Purchaser and the Company shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, which may be reasonably required, or which either party may reasonably request, in connection with the consummation of the Transactions. The Purchaser and the Company shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents. Each of the Purchaser and the Company shall promptly inform the other of any material communication between the Company or the Purchaser, as applicable, and any Governmental Entity regarding the Acquisition or any other Transactions. If the Company or the Purchaser or any affiliate thereof shall receive any formal or informal request for information or documentary material from any Governmental Entity with respect to the Acquisition or any other Transactions, then the Company or the Purchaser (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Each of the Company and the Purchaser shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the other. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, neither the Purchaser nor the Company shall be required to agree to any divestiture by the Purchaser or the Company, as the case may be, or any of the Purchaser’s or the Company’s Subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of the Purchaser or the Company or any of the Purchaser’s or the Company’s Subsidiaries or affiliates or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock and the Company and its Subsidiaries shall not agree to take such actions without the prior written consent of the Purchaser.
Appears in 1 contract
AND DOCUMENTATION. Implementation of the Scheme
4.1 Save as set out in this Agreement, the The parties undertake to implement the Scheme in accordance with, and subject to the Scheme Terms terms and Conditions conditions of, the Press Announcement and, so far as reasonably practicable, the Timetable, Timetable with the overall intention that all Governmental Antitrust Authority Merger Clearances and all Non-Antitrust Clearances are obtained prior to the Court Hearing Date and that the Scheme becomes effective on or before the End Date, Final Implementation Date but in any event, in as timely manner as reasonably practicable.
(a) The parties agree to each work diligently with a view to finalising the Scheme Document and the Options Communications, with the Company and its advisers taking the lead in such preparation, as soon as reasonably practicable after the date of this Agreement. The Company shall not post the Scheme Document to its shareholders without the prior written consent of the Purchaser. The Company undertakes to the Purchaser that the Scheme Document will reflect and incorporate the Scheme Terms and Conditions.
4.2 The Company will, save as otherwise agreed in writing with the PurchaserITW, take or cause to be taken all such steps as are necessary to implement the Scheme in accordance with, so far as is reasonably practicable, the Timetable, and the Purchaser will, save as otherwise agreed in writing with the Company, take or cause to be taken all such steps as are requested by the Company and necessary to assist the Company in implementing the Scheme in accordance with, so far as is reasonably practicable, the Timetable. In particular, but without limitation:
(a) the Company shall make all necessary applications to the Court in connection with the implementation of the Scheme promptly and in particular, will, in accordance with, in so far as reasonably practicable, the Timetableno later than 19 May 2008, issue a Part 8 claim form in order to seek the Court’s permission to convene the Court Meetings Meeting and file such documents as may be necessary in connection therewith;
(b) upon:
(i) the necessary documents being settled with the Court and, where required, approved by the PurchaserITW (such approval not to be unreasonably withheld or delayed); and
(ii) the Court making the order necessary for the purpose of convening the Court MeetingsMeeting, the Company shall, as promptly as practicable following within 5 days of the order being mademade (or such later date as ITW shall agree in writing, such agreement not to be unreasonably withheld or delayed), publish the requisite documents, including the Scheme Document and the Options CommunicationsDocument, and thereafter as promptly as practicablein a timely manner, publish and/or post such other documents and information as the Court or the Panel may approve or require from time to time in connection with the proper implementation of the Scheme according to, so far as reasonably practicable, to the Timetable;
(c) the Company will convene the Court Meetings Meeting and the General Meeting to take place on the same date and promptly following the Court Meetings to consider and, if thought fit, approve the Scheme and General Meeting Resolutions and hold such meetings meeting at the times and dates on which they are convened;
(d) keep the Purchaser informed on a regular basis of the number of proxy votes received in respect of the Company Resolutions to be proposed at the Company Meetings and the identity of the relevant shareholders;
(e) following the Court Meetings Meeting and the General Meeting, and assuming the Company Resolutions resolutions to be proposed at such meetings meeting(s) have been passed by the requisite majorities, ITW shall provide written confirmation to the Company shall, following forthwith upon the Regulatory Conditions being waived or satisfied and upon receipt of such written confirmation the Requisite Purchaser Stockholder Approval, Company shall forthwith seek the sanction of the Court to the Scheme and confirmation of the Reduction by the Court at the Court Hearings Hearing(s) and take all other action necessary to make the Scheme effective;
(e) if the Court so requires or indicates, or if the Company is advised by its legal and/or financial advisers that it is advisable in order to implement the Scheme and that not to do so would jeopardise the likelihood of the Scheme being sanctioned at the Court Hearing(s), the Company shall reconvene the Court Meeting and any other necessary shareholder meeting; and
(f) subject to clause 4.44.5 below, as soon as practicable after the sanction by the Court of the Scheme and the confirmation of the Reduction at the Court HearingsHearing(s), and in any event within one two Business Day Days following the Court’s confirmation of the Reduction, the Company shall cause an office copy of the Court Orders Order(s) to be filed with the Registrar; and
(g) notwithstanding anything to the contrary contained in this Agreement, but subject to the Company’s right to terminate this Agreement pursuant to clause 9.1 of this Agreement, the obligation of the Company to call, give notice of, convene and hold the Company Meetings and to seek the Requisite Company Shareholder Approval shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal or by any change of the Company Board Recommendation.
4.3 The Company undertakes:
(a) to procure the publication of the advertisements required by the Court;
(b) prior to the Court Meetings Meeting and the General Meeting to keep the Purchaser ITW informed in writing, on a weekly basis and daily on each of the five Business Days preceding each of the Court Meetings Meeting and the General Meeting (or adjournment of any either of these Meetings), of the number of proxy votes received in respect of the Company Resolutions resolutions to be passed at the Court Meetings Meeting or the General Meeting as applicable;; and
(c) promptly to provide the Purchaser ITW with a copy of the Court Orders Order(s) once obtained; and
(d) to take all reasonable steps to preserve the availability of the exemption from registration provided by Section 3(a)(10) of the Securities Act, including:
(i) conducting a hearing on the fairness of the Scheme to the Scheme Shareholders;
(ii) advising the Court before the hearing on the fairness of the Scheme that, if the terms and conditions of the Scheme are approved, its sanctioning of the Scheme will constitute the basis for the Purchaser Common Stock offered pursuant to the Scheme to be issued without registration under the Securities Act in reliance on the exemption from registration provided by Section 3(a)(10); and
(iii) providing adequate notice of the hearing and an opportunity to attend the hearing and be heard to all Persons to whom shares of Purchaser Common Stock are proposed to be issued pursuant to the Scheme.
4.4 ITW agrees that it will only seek to invoke any unsatisfied Condition (other than Conditions 1.1, 1.2 and 1.3) if the Panel would permit ITW to invoke that Condition with the effect that ITW would not be required to proceed with the Acquisition.
4.5 The Company agrees that it shall only (i) seek the sanction of the Court to the Scheme at the Court Hearings Hearing and/or (ii) file the Court Orders Order(s) with the Registrar if the Purchaser ITW provides written confirmation that all of the Conditions, where capable of satisfaction, have been satisfied or, where permissible, waived by the PurchaserITW.
4.5 4.6 The Company shall not amend or seek to amend the Scheme or the General Meeting Resolutions after despatch of the Scheme Document or to adjourn the Court Meetings Meeting or the General Meeting without the prior written consent of the PurchaserITW (such consent not to be unreasonably withheld or delayed).
4.6 The Purchaser 4.7 ITW will undertake or procure that Bidco undertakes to the Court to be bound by the terms of the Scheme, including as to the discharge of the consideration for the Acquisition, and shall cause the shares of Purchaser Common Stock to be issued in connection with the Acquisition to be approved for listing on Nasdaq, subject to official notice of issuance, as promptly as practicable after the date hereof, and in any event, prior to the Closing Date.
4.7 4.8 Save as may otherwise be agreed between them, the parties shall use all reasonable endeavours to ensure that the time period between the posting of the Scheme Document and the Closing Effective Date is as short as reasonably possiblepossible and notwithstanding any of the above or the Timetable at Schedule 2 but, subject to any obligations or restrictions under the Code, to, where reasonably practicable and at the request of ITW, expedite the Timetable in order to assist ITW in ensuring that the Acquisition becomes effective in as timely a manner as reasonably practicable.
4.8 Subject 4.9 ITW may elect at any time to implement the Acquisition by way of an Offer, (whether or not the Scheme Document has been despatched) provided that the Offer is made in accordance with the terms and conditions set out in the Press Announcement (save, if the Panel consents, in respect of an acceptance condition relating to the provisions Offer which in no event shall exceed 75 per cent, of clause 8the shares in the Company to which the Offer relates and such other amendments to the terms and Conditions of the Acquisition as are reasonably necessary to effect the Acquisition by way of Offer) and with the consideration being equal to or greater than that specified in the Press Announcement and further provided that either:
(a) the Offer is made with the prior written consent of the Company (such consent not to be unreasonably withheld or delayed); or
(b) the Offer is announced following the Directors having withdrawn or adversely modified or qualified their recommendation to shareholders in the Company to vote in favour of the Scheme and the General Meeting Resolutions; or
(c) a Third Party Transaction is announced pursuant to Rule 2.5 of the Code or where a Third Party Transaction, which is subject to the Code (including, but not limited to the Manitowoc Offer) is switched to be made by way of contractual takeover offer. If ITW elects to implement the Acquisition by way of an Offer, clauses 4.1 to 4.7 (inclusive) shall cease to have any effect.
4.10 If ITW elects to implement the Acquisition by way of an Offer, ITW agrees to co-ordinate the preparation and despatch of the Offer Document with the Company and the parties will exchange drafts of the Offer Document and shall discuss their respective comments.
4.11 The Company agrees that (i) the Scheme Document shall incorporate an a unanimous and unqualified recommendation of the Company Board Directors to shareholders of in the Company to vote in favour of the Company Scheme and the General Meeting Resolutions and (ii) such recommendation shall not be withdrawn or qualified save (in the case of both (i) and (ii)) to the extent that the Company Board has determined to change its recommendation qualified. If, in accordance with clause 8.4; and
(b) 4.9(a), ITW elects to implement the Purchaser Acquisition by way of the Offer, the Company agrees that (i) the Proxy Statement Offer Document shall incorporate the a unanimous and unqualified recommendation of the Purchaser Board Directors to stockholders of the Purchaser shareholders in the Company to vote in favour of accept the Purchaser Resolutions; Offer and (ii) such recommendation shall not be withdrawn or qualified save qualified.
4.12 If the Acquisition is implemented by way of Scheme:
(a) ITW shall procure that the members of the board of directors of ITW and Bidco accept responsibility for all of the information in the case of both Scheme Document relating to ITW, its Group and its Personnel; and
(ib) and (ii)) to the extent Company shall procure that the Purchaser Board has determined Directors accept responsibility for all of the information in the Scheme Document other than that relating to change ITW, its recommendation Group and their respective Personnel.
4.13 If, in accordance with clause 8.8. Without limiting 4.9(a), ITW elects to implement the provisions Acquisition by way of clause 8.8, nothing an Offer:
(a) ITW shall procure that the members of the board of directors of ITW and Bidco (and any other person whom the Panel may require) accept responsibility for all of the information in this clause 4.8 shall prohibit the Purchaser or the Purchaser Board from taking and disclosing to its stockholders a position, or any information, with respect to an Acquisition Proposal by a Third Party Offer Document other than that relating to the extent Company, its Group and their respective Personnel;
(b) the Company shall procure that the Directors accept responsibility for all of the information in the Offer Document relating to the Company, its Group and their respective Personnel; and
(c) the Company undertakes to provide ITW with all such information about the Company, its Group and its Personnel as may reasonably be required under for inclusion in the Offer Document and to provide all such other assistance as ITW may reasonably require in connection with the preparation of the Offer Document (in each case having regard to the requirements of the Code, the Acts and applicable law (regulations), including Rule 14d-9 reasonable access to, and Rule 14e-2 promulgated under ensuring the Exchange Act) or stock exchange regulationprovision of reasonable assistance by, its senior management and professional advisers.
4.9 Each 4.14 Without prejudice to clause 5 but subject to clauses 4.4 and 4.5, each party agrees to use all reasonable endeavours to, and to procure that its Group, its directors and its relevant professional advisers assist it to, prepare all such documents and take all such steps as are reasonably necessary or desirable desirable:
(a) in connection with the Acquisition; and
(b) for the purposes of obtaining all Non-Antitrust Clearances.
4.15 Each party undertakes to co-operate with and assist the other by providing each other and any relevant Non-Antitrust Regulatory Authority as promptly as is reasonably practicable upon request and in good faith any necessary or reasonably desirable information and documents for the purpose of preparing and making any submissions, filings and notifications to such Non-Antitrust Regulatory Authority in relation to the Acquisition, including making any joint filings with ITW where required by any such Non- Antitrust Regulatory Authority, and generally to facilitate the satisfaction of the Conditions.
4.16 Each party undertakes to keep the other informed reasonably promptly of developments which are material or potentially material to the obtaining of the Non-Antitrust Clearances.
4.17 The parties agree to co-ordinate their input for the purpose of preparing the Scheme Document and the Company will only despatch the Scheme Document with the written consent of ITW (such consent not to be unreasonably withheld or delayed). Accordingly the parties will as appropriate exchange drafts of the Scheme Document and shall discuss their respective comments. ITW undertakes to provide as soon as reasonably practicable to the Company for the purposes of inclusion in the Scheme Document all such information about ITW, its Group and their respective Personnel as may reasonably be required by the Company (having regard to the Code, the Acts, and applicable regulations) for inclusion in the Scheme Document (including all information that would be required under the Code, the Acts or applicable regulations) and to provide all such other assistance as the Company may reasonably require in connection with the preparation of the Scheme Document including access to and ensuring the assistance of its management and relevant professional advisers.
4.18 The Company confirms to ITW that the Scheme Document will contain provisions in accordance with the terms and Conditions set out in the Press Announcement and/or as otherwise further agreed between the parties or as otherwise required by the Panel or the Code.
4.19 The parties will consult with the Panel from time to time as necessary in order to keep the Panel informed, and where appropriate seek the consent of the Panel, in relation to the implementation of the Acquisition including as to the Scheme Document, Timetable and the process to obtaining the Governmental Antitrust Authority Merger Clearances and all Non-Antitrust Clearances.
4.20 Each party confirms to the other that, except as fairly disclosed to the other party or in any public announcement made by either party prior to the date of this agreement, it is not aware of any material matter or circumstance which would or could reasonably be expected to result in the Panel permitting ITW to invoke a Condition (other than any Condition relating to Governmental Antitrust Authority Merger Clearances) as a term of the Acquisition with the effect that ITW would not be required to proceed with the Acquisition.
4.10 Each party 4.21 Subject to applicable law or the requirements of any Governmental Antitrust Authority, and subject to the proviso below, the Company will co-operate with and provide the other ITW with such information relating to it and its the Group and such access to the officers, executive directors and senior management of the other Company as ITW reasonably required requires during normal business hours in order to facilitate and assist with with:
(a) planning for the integration of the Company and ITW in accordance with an integration plan and process that the Purchaser. No parties will in good faith seek to agree;
(b) any syndication of the debt financing that ITW has put in place in order to fund the Acquisition; and
(c) any fundraising by ITW through the offering by ITW of equity or debt securities (including, without limitation, through the delivery of any financial information or knowledge known that is required to launch any such offering and co-operation with ITW’s advisers in the Purchaser or preparation for the offering); provided always that nothing in this clause 4.21 shall (i) require the Company or and/or any member of its Group and/or any of their Representatives respective directors or employees to incur any liability to any person, (whether prior ii) require the Company’s executive directors and/or senior management to attend third party presentations or after roadshows, or (iii) impose any restriction or ▇▇▇▇▇▇ on the date ability of this Agreement) the directors, senior management or employees of any member of the Company’s Group to devote their time and no information or knowledge obtained attention to their duties to the Group in any investigation pursuant to the ordinary course, and provided additionally that the Company’s obligations under this clause 4.10 (4.21 shall at all times be subject to applicable confidentiality, legal or otherwise) regulatory requirements.
4.22 The Company shall affect or be deemed to modify any representation or warranty contained herein or the conditions propose such changes as ITW may reasonably require to the Company’s articles of association at the General Meeting in order to implement any proposals in relation to holders of options under the Share Schemes as set out in Schedule 3
4.23 The Company will co-operate with and provide ITW with such information and assistance as it reasonably requires in order to identify any provisions of any licences, authorisations, concessions, agreements, understandings, obligations and other arrangements by which it or any other member of its Group is bound or to which it or such other member of its Group is otherwise a party or subject and which are material in the context of the parties Company and its Group (taken as a whole), in each case that require any action to consummate be taken by the Company and/or the relevant member of its Group and/or ITW and/or any members of its Group as a result of the implementation of the Acquisition in accordance with (including, for example, the provisions hereof.
4.11 Should giving of a notification or seeking waiver of any supplemental circular or announcement be required to be published or submitted rights arising on a change of control), prior to the Court Hearing Date (or, if the Acquisition is effected by way of a takeover offer governed by the Code, prior to the Offer becoming or being declared wholly unconditional). The Company’s obligations under this clause 4.23 shall at all times be subject to applicable confidentiality, legal or regulatory requirements.
4.24 The parties agree to co-ordinate their input for the purpose of obtaining any such tax clearances as either party may reasonably require be obtained in connection with the Acquisition (a “Supplemental Document”) each party shall provide such co-operation and information (including such information as is necessary for the Supplemental Document to comply with all applicable legal and regulatory provisions) as the other may reasonably request and is reasonably necessary to finalise and publish promptly such Supplemental Document.
4.12 The Purchaser and the Company shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, which may be reasonably required, or which either party may reasonably request, in connection with the consummation of the Transactions. The Purchaser and the Company shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents. Each of the Purchaser and the Company shall promptly inform the other of any material communication between the Company or the Purchaser, as applicable, and any Governmental Entity regarding the Acquisition or any other Transactions. If the Company or the Purchaser or any affiliate thereof shall receive any formal or informal request for information or documentary material from any Governmental Entity with respect to the Acquisition or any other Transactions, then the Company or the Purchaser (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Each of the Company and the Purchaser shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the other. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, neither the Purchaser nor the Company shall be required to agree to any divestiture by the Purchaser or the CompanyScheme or, as the case may be, or any the Offer including, without limitation, clearance under Section 138 of TCGA 1992 and, in the case of the Purchaser’s or Scheme, confirmation from the Company’s Subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Stamp Office that the Purchaser or the Company or any of the Purchaser’s or the Company’s Subsidiaries or affiliates or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock and the Company and its Subsidiaries shall not agree to take such actions without the prior written consent of the Purchaser.Court Order will be treated as duly stamped. Neither p
Appears in 1 contract