BID MANAGEMENT. (a) To the extent reasonably practicable and subject to the requirements of the Takeover Code, the Company shall (i) consult with the Purchasers and take into account the Purchasers’ reasonable observations or comments prior to the Company or Bidco taking any material decision or action in connection with the Acquisition (including any action to modify, lapse, terminate or withdraw the Takeover Offer or the Scheme (as applicable)) and (ii) provide updates in reasonable detail to the Purchasers at such timings as are reasonably required to keep the Purchasers properly informed and upon reasonable request by the Purchaser in relation to the Acquisition (including regarding conversations with and communications from any regulatory authority or exchange, including the UK Panel on Takeovers and Mergers (the “Takeover Panel”), and with the Target, current or proposed management of the Target and shareholders of the Target), including, without limitation, delivering to each of the Purchasers (within 24 hours of receipt thereof) all material waivers, requests for consents, notices and/or amendments under the Offer Documentation and any other documentation contemplated under Section 4.08(b)(iv). (b) Without prejudice to the generality of Section 4.08(a) above and subject to the requirements of the Takeover Code or any final ruling or decision of the Takeover Panel, the Company shall procure the consent of each of the Purchasers prior to: (i) any decision by the Company or Bidco as to whether to switch from a Scheme to a Takeover Offer (or vice versa) and/or incurring any obligation to make a mandatory takeover offer under Rule 9 of the Takeover Code; (ii) any waiver or invocation by or on behalf of the Company or Bidco of any one or more of the Acquisition Conditions; (iii) any amendment, modification, revision, extension, renewal, improvement or variation with respect to: (A) any extension of the period in which holders of Target Shares may accept the terms of the Scheme or, as the case may be, the Takeover Offer (including by reason of the adjournment of any meeting or court hearing); and (B) any change to the consideration to be paid for each Target Share in connection with the Acquisition or the taking of any action causing or requiring the same; (iv) other than as provided in paragraph (iii) above, any material amendment, modification, revision, extension, renewal, improvement or variation to the terms or structure of the Acquisition; (v) the entry into, or any amendment or waiver of, any confidentiality and/or standstill agreement and the Co-operation Agreement and/or any other agreement to be entered into with the Target or the assumption of or incurrence by the Company of any liability or obligation, other than in connection with or related to any debt financing in connection with the Acquisition entered into at or around the time of the first Announcement (including any related hedging or similar arrangements); (vi) any amendment or waiver of the terms relating to the Company Acquisition Financing or to any Company Acquisition Financing Document in each case where the same is prejudicial to the interests of the Purchaser in connection with the Transactions and/or its obligations under this Agreement (it being agreed that any amendment or waiver of any provisions of any representation or warranty, covenant or undertaking in any Company Acquisition Financing Document relating to the conduct of any Scheme or Takeover Offer or the Acquisition (howsoever described) and any amendment to the overall commitments provided for under the Company Acquisition Financing shall be prejudicial to the interest of the Purchaser for purposes of this paragraph (vi)); (vii) any other action which would reasonably be expected to impose a material obligation or liability on the Purchasers or their respective Affiliates with respect to or in connection with the Acquisition, other than any acts or agreements entered into by the Company or the Purchasers in accordance with this Agreement or related to any debt financing in connection with the Acquisition entered into at or around the time of the first Announcement (including any related hedging or similar arrangements). (c) Without prejudice to Sections 4.08(a) and (b) above and subject to the requirements of the Takeover Code or any final ruling or decision of the Takeover Panel, the Company shall provide the Purchasers with at least 7 Business Days’ written notice prior to: (i) any waiver by or on behalf of the Company or Bidco of any one or more of the Acquisition Conditions, where such waiver would immediately result in the Acquisition becoming unconditional; and/or (ii) a declaration by or on behalf of the Company or Bidco that the Acquisition is unconditional; and/or (iii) the date of the Effective Date.
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BID MANAGEMENT.
(a) To the extent reasonably practicable and subject to the requirements of the Takeover Code, the Company shall (i) consult with the Purchasers and take into account the Purchasers’ reasonable observations or comments prior to the Company or Bidco taking any material decision or action in connection with the Acquisition (including any action to modify, lapse, terminate or withdraw the Takeover Offer or the Scheme (as applicable)) and (ii) provide updates in reasonable detail to the Purchasers at such timings as are reasonably required to keep the Purchasers properly informed and upon reasonable request by the Purchaser in relation to the Acquisition (including regarding conversations with and communications from any regulatory authority or exchange, including the UK Panel on Takeovers and Mergers (the “Takeover Panel”), and with the Target, current or proposed management of the Target and shareholders of the Target), including, without limitation, delivering to each of the Purchasers (within 24 hours of receipt thereof) all material waivers, requests for consents, notices and/or amendments under the Offer Documentation and any other documentation contemplated under Section 4.08(b)(iv).4.08(b)(iv).
(b) Without prejudice to the generality of Section 4.08(a) above and subject to the requirements of the Takeover Code or any final ruling or decision of the Takeover Panel, the Company shall procure the consent of each of the Purchasers prior to:to:
(i) any decision by the Company or Bidco as to whether to switch from a Scheme to a Takeover Offer (or vice versa) and/or incurring any obligation to make a mandatory takeover offer under Rule 9 of the Takeover Code;Code;
(ii) any waiver or invocation by or on behalf of the Company or Bidco of any one or more of the Acquisition Conditions;
(iii) any amendment, modification, revision, extension, renewal, improvement or variation with respect to:
(A) any extension of the period in which holders of Target Shares may accept the terms of the Scheme or, as the case may be, the Takeover Offer (including by reason of the adjournment of any meeting or court hearing); and
(B) any change to the consideration to be paid for each Target Share in connection with the Acquisition or the taking of any action causing or requiring the same;
(iv) other than as provided in paragraph (iii) above, any material amendment, modification, revision, extension, renewal, improvement or variation to the terms or structure of the Acquisition;
(v) the entry into, or any amendment or waiver of, any confidentiality and/or standstill agreement and the Co-operation Agreement and/or any other agreement to be entered into with the Target or the assumption of or incurrence by the Company of any liability or obligation, other than in connection with or related to any debt financing in connection with the Acquisition entered into at or around the time of the first Announcement (including any related hedging or similar arrangements);arrangements);
(vi) any amendment or waiver of the terms relating to the Company Acquisition Financing or to any Company Acquisition Financing Document in each case where the same is prejudicial to the interests of the Purchaser in connection with the Transactions and/or its obligations under this Agreement (it being agreed that any amendment or waiver of any provisions of any representation or warranty, covenant or undertaking in any Company Acquisition Financing Document relating to the conduct of any Scheme or Takeover Offer or the Acquisition (howsoever described) and any amendment to the overall commitments provided for under the Company Acquisition Financing shall be prejudicial to the interest of the Purchaser for purposes of this paragraph (vi));
(vii) any other action which would reasonably be expected to impose a material obligation or liability on the Purchasers or their respective Affiliates with respect to or in connection with the Acquisition, other than any acts or agreements entered into by the Company or the Purchasers in accordance with this Agreement or related to any debt financing in connection with the Acquisition entered into at or around the time of the first Announcement (including any related hedging or similar arrangements).arrangements).
(c) Without prejudice to Sections 4.08(a) and (b) above and subject to the requirements of the Takeover Code or any final ruling or decision of the Takeover Panel, the Company shall provide the Purchasers with at least 7 Business Days’ written notice prior to:
(i) any waiver by or on behalf of the Company or Bidco of any one or more of the Acquisition Conditions, where such waiver would immediately result in the Acquisition becoming unconditional; and/or
(ii) a declaration by or on behalf of the Company or Bidco that the Acquisition is unconditional; and/or
and/or (iii) the date of the Effective Date.
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Sources: Investment Agreement