Conduct of the Offer. 2.1 The Parties shall agree and implement a strategy for making the Offer. 2.2 The Parties shall, prior to release of an announcement under Rule 2.7 of the Code (the “2.7 Announcement”), incorporate Bidco (and those JVCos which are required prior to the 2.7 Announcement) for the purpose of the proposed Offer and shall as required agree in good faith any further matters in relation to the JVCos, including the timing of their incorporation to the extent not incorporated prior to the 2.7 Announcement, their ownership structure, to obtain a mutually acceptable and beneficial structure for the Offer, and for holding any shares in Target acquired by Bidco pursuant to the Offer, in each case as contemplated by the Structure Paper. All JVCos are and shall continue to be until the Effective Date, unless otherwise agreed in writing by the Parties, owned (directly or indirectly) by the Parties in the Relevant Proportions. 2.3 Subject always to the provisions of Clause 8, the Parties agree to work together in good faith towards reaching unanimous agreement on: 2.3.1 the pricing and other offer terms including the manner of announcement and implementation of the Offer (and any pricing strategy or revisions relating thereto); 2.3.2 the manner and timing of all discussions with Target, its management and any of its shareholders or other stakeholders; 2.3.3 the general conduct of the Offer; 2.3.4 the structure of the Offer and finalising the Structure Paper (it being acknowledged that a Party will take all reasonable steps to accommodate the other Party’s structuring requirements in respect of ERISA); 2.3.5 the incorporation of EquityCo and any JVCo and the corporate governance arrangements of such entities, including the board composition of any such entity, in particular appointing one or more persons from each Party to facilitate and take responsibility under the Code (together with such other persons as may take responsibility under Code) for each Party as may be agreed with the Panel prior to the 2.7 Announcement; 2.3.6 the definitive documentation required to implement the Offer (the “Offer Documentation”), including: (a) an offer letter to be presented to the board of Target; (b) a shareholders’ agreement relating to EquityCo (the “Shareholders’ Agreement”) and articles of association or other constitutional documents of EquityCo and its subsidiaries, the terms of which shall be consistent with the Term Sheet; (c) the public documentation necessary or desirable in connection with any announcement relating to the Offer and implementation the Offer (including, without limitation, the 2.7 Announcement); (d) the form of irrevocable undertakings to be given in connection with the Offer; (e) the ECLs and such other documents required for certain funds financing purposes; (f) the documents required for the Financing (as defined below); (g) the terms of appointment of any adviser as set out in an Engagement Letter between the relevant adviser and any JVCo and/or either Party; and (h) any other agreements as may be determined necessary or desirable in connection with the announcement and implementation of the Offer; 2.3.7 the strategy and financing of any market purchases of Target Securities Interests; 2.3.8 the debt financing of the Offer (the “Financing”), including the selection and appointment of financing banks, arrangers and other advisers (other than the financing banks set out in Schedule 2); 2.3.9 the strategy for the syndication of the Financing; 2.3.10 the appointment (other than the advisers set out in Schedule 2) or instruction of any advisers to or on behalf of any JVCo (but, for the avoidance of doubt, this shall not apply to any appointment or instruction given to advisers acting on behalf of any Party where the work undertaken pursuant to such appointment or instruction does not give rise to the incurrence of Joint Bid Costs); 2.3.11 the scope of confirmatory due diligence on Target; 2.3.12 any decision relating to Target’s management; 2.3.13 any decision regarding the seeking or making of an application to cancel the admission to trading of Target; 2.3.14 the actual or purported waiver, treating as satisfied, invocation or amendment of any condition or of any pre-condition to the Offer, the extension of any acceptance period of the Offer or similar and/or the revision of terms of the Offer, or the lapsing or withdrawal of the Offer; 2.3.15 any decision regarding any remedies or divestitures that might be required by a regulatory or governmental authority in connection with the Offer concerning Target, including all matters regarding the negotiations and terms and conditions of any such remedies or divestitures. For the avoidance of doubt, where such decision solely concerns the asset(s) of any Party (and not Target), such decision shall be made at the sole discretion of that Party (and if such decision concerns an asset in which both Parties are invested, the decision shall be made only with the consent of both Parties); 2.3.16 any decision to waive any regulatory condition in respect of the Transaction or any decision to proceed with completion of the Transaction notwithstanding that any such regulatory condition has not been satisfied; and 2.3.17 subject always to the requirements of the Code or other applicable law or regulation to which the Parties are directly or indirectly subject and Clause 2.7, the timing of the release of the public documentation contemplated by Clause 2.3.6(c) or any other announcement in connection with the Offer. 2.4 For the avoidance of doubt, the Parties shall not release the 2.7 Announcement until they have reached unanimous agreement on each matter set out in Clause 2.3 above to the extent that such decisions are necessary to be taken prior to release of the 2.7
Appears in 1 contract
Sources: Joint Bid Agreement
Conduct of the Offer.
2.1 The Parties Each Investor and Bidco shall agree and implement a strategy for making use its reasonable endeavours to procure the Offer.Rule 2.7 Announcement is published in accordance with the Code before 10.00a.m. on 24 April 2018, or at such later date as the Investors may agree.
2.2 The Parties shall, prior to release of an announcement under Rule 2.7 of the Code Investors have established a committee (the “2.7 AnnouncementSteering Committee”)) which shall be responsible for the day-to-day conduct of the Offer on behalf of the Parties, incorporate Bidco in particular those matters set out in Clause 2.6.
2.3 The Steering Committee comprises two members, one appointed on behalf of Antin Holdco (the “Antin Representative”) and those JVCos which are required one on behalf of WSIP Holdco (the “WSIP Representative”).
2.4 The Investors agree that any member of the Steering Committee shall be entitled to appoint a proxy or alternate to attend meetings of the Steering Committee and vote on behalf of that relevant member, provided that prior notice has been provided to the 2.7 Announcementother members of the Steering Committee.
2.5 Antin Holdco shall be entitled to remove and replace the Antin Representative on not less than two (2) for Business Days’ notice to WSIP Holdco. WSIP Holdco shall be entitled to remove and replace the purpose WSIP Representative on not less than two (2) Business Days’ notice to Antin Holdco.
2.6 Subject to Clause 2.10, the Steering Committee shall be responsible for:
(a) any revision of the proposed Offer structure and shall as required agree in good faith terms (including any further matters in relation increase to the JVCos, including the timing price) of their incorporation to the extent not incorporated prior to the 2.7 Announcement, their ownership structure, to obtain a mutually acceptable and beneficial structure for the Offer, and for holding including any shares in Target acquired by Bidco pursuant election, subject to the OfferPanel’s consent (as required), in each case as contemplated to implement the Offer by means of a Takeover Offer at any time;
(b) the Structure Paper. All JVCos are and shall continue to be until the Effective Date, unless otherwise agreed in writing by the Parties, owned (directly or indirectly) by the Parties in the Relevant Proportions.
2.3 Subject always to the provisions of Clause 8, the Parties agree to work together in good faith towards reaching unanimous agreement on:
2.3.1 the pricing and other offer terms including the manner of announcement general conduct and implementation of the Offer (and any pricing strategy or revisions relating thereto)the obtaining of all consents and approvals in relation to it;
2.3.2 (c) liaising, negotiating, or otherwise communicating with the manner and timing of all discussions with Target, its management shareholders, its lending banks or its advisers, any regulatory authority or body or exchange (including any rating agencies) (together, the “Interested Parties”) with respect to the Offer;
(d) determining the Total Funding Commitment and any the timing and amount of its shareholders or other stakeholderssubscriptions to be made pursuant to Clause 4;
2.3.3 the general conduct of (e) approving all public announcements and other communications concerning the Offer;
2.3.4 (f) overseeing the structure drafting, execution and delivery of any Offer Document (including determining the timing of publication of any Offer and finalising the Structure Paper (it being acknowledged that a Party will take all reasonable steps to accommodate the other Party’s structuring requirements in respect of ERISADocument);
2.3.5 (g) agreeing the incorporation of EquityCo Budget and any JVCo and the corporate governance arrangements of such entities, including the board composition of any such entity, in particular appointing one or more persons from each Party to facilitate and take responsibility under the Code (together with such other persons as may take responsibility under Code) for each Party as may be agreed with the Panel prior amendments to the 2.7 Announcement;
2.3.6 the definitive documentation required to implement the Offer (the “Offer Documentation”), including:
(a) an offer letter to be presented to the board of TargetBudget;
(bh) a shareholders’ agreement relating giving instructions to EquityCo (the “Shareholders’ Agreement”) financial, accounting, tax, commercial, legal, PR and articles of association or other constitutional documents of EquityCo and its subsidiaries, the terms of which shall be consistent with the Term Sheet;
(c) the public documentation necessary or desirable in connection with any announcement relating to the Offer and implementation the Offer (including, without limitation, the 2.7 Announcement);
(d) the form of irrevocable undertakings to be given advisers in connection with the Offer;
(ei) working with tax advisers to finalise the ECLs and such other documents required for certain funds financing purposesTax Structure Paper;
(fj) subject to Clause 2.10, any decision to contest or not contest any ruling of the documents required for the Financing (as defined below);
(g) the terms of appointment of any adviser as set out in an Engagement Letter between the relevant adviser and any JVCo and/or either PartyPanel; and
(hk) any other agreements as may be determined necessary or desirable in connection with the announcement and implementation of the Offer;
2.3.7 the strategy and financing of any market purchases of Target Securities Interests;
2.3.8 the debt financing of the Offer (the “Financing”), including the selection and appointment of financing banks, arrangers and other advisers (other than the financing banks set out in Schedule 2);
2.3.9 the strategy for the syndication of the Financing;
2.3.10 the appointment (other than the advisers set out in Schedule 2) or instruction of any advisers to or on behalf of any JVCo (but, for the avoidance of doubt, this shall not apply to any appointment or instruction given to advisers acting on behalf of any Party where the work undertaken pursuant to such appointment or instruction does not give rise to the incurrence of Joint Bid Costs);
2.3.11 the scope of confirmatory due diligence on Target;
2.3.12 any decision relating to Target’s management;
2.3.13 any decision regarding the seeking or making of an application to cancel the admission to trading of Target;the Target Shares from AIM.
2.3.14 the actual or purported waiver2.7 Subject to Clauses 2.3, treating as satisfied2.4, invocation or amendment of any condition or of any pre-condition to the Offer2.5 and 2.8, the extension of any acceptance period Steering Committee may determine its processes and procedures as it sees fit.
2.8 Subject to Clause 2.10, all decisions required to be taken in respect of the Offer shall be taken by the Steering Committee, and shall require the unanimous approval of the Representatives. In the event that unanimous approval is not obtained, either Representative shall be entitled to escalate the matter for discussion and approval by more senior persons within each Investor’s respective organisations.
2.9 Without prejudice to Clause 2.6(c), the Steering Committee may (i) designate any person to communicate decisions of the Steering Committee to the Target, the Panel, advisers engaged by the Investors, Topco or similar Bidco, and other third parties, and (ii) act as the primary point of contact for the Target and its advisers.
2.10 Each Party agrees that:
(a) it shall not, other than as required by the Panel, vary or waive any term or condition of, or amend any term or condition of, the Offer and/or the revision of terms Transaction (including any amendment to the amount or nature of the Offer consideration or any extension of the Long Stop Date or any election to implement the Offer by way of a Takeover Offer, or ) without the lapsing or withdrawal prior written consent of each of the OfferInvestors;
2.3.15 any decision regarding any remedies or divestitures that might be (b) it shall not, other than as required by a regulatory the Panel, confirm to any person or governmental authority declare that any condition of the Offer has been fulfilled without the prior written consent of each of the Investors;
(c) it shall not confirm to any person that any ruling of the Panel relating to any of the matters referred to in Clauses 2.10(a) or 2.10(b) will not be contested without the prior written consent of each of the Investors; and
(d) each document to be entered into in connection with the Offer concerning Target, including all matters regarding and/or the negotiations and terms and conditions of any such remedies or divestitures. For the avoidance of doubt, where such decision solely concerns the asset(s) of any Party (and not Target), such decision Transaction shall be made at approved by the sole discretion of that Party (and if such decision concerns an asset in which both Parties are invested, the decision Steering Committee before its execution or publication.
2.11 Each Investor shall be made only with the consent of both Parties);
2.3.16 any decision entitled to waive any regulatory condition in respect of the Transaction or any decision to proceed with completion of the Transaction notwithstanding that any such regulatory condition has not been satisfied; and
2.3.17 subject always appoint, remove and replace two (2) directors to the requirements boards of the Code or other applicable law or regulation to which the Parties are directly or indirectly subject Topco and Clause 2.7, the timing of the release of the public documentation contemplated by Clause 2.3.6(c) or any other announcement in connection with the OfferBidco.
2.4 For the avoidance of doubt, the Parties shall not release the 2.7 Announcement until they have reached unanimous agreement on each matter set out in Clause 2.3 above to the extent that such decisions are necessary to be taken prior to release of the 2.7
Appears in 1 contract
Sources: Consortium Bid Agreement
Conduct of the Offer. 2.1 The Parties shall agree Each Party agrees to co-operate with each other reasonably and implement a strategy for making in good faith, with the Offer.
2.2 The Parties shall, prior to release aim of an announcement under Rule 2.7 agreeing the terms and conditions of the Code (the “2.7 Announcement”), incorporate Bidco (and those JVCos which are required prior to the 2.7 Announcement) for the purpose of the proposed Offer and shall as required agree in good faith any further matters in relation to the JVCos, including the timing of their incorporation to the extent not incorporated prior to the 2.7 Announcement, their ownership structure, to obtain a mutually acceptable and beneficial structure for the OfferTransaction, and for holding any shares in Target acquired by Bidco pursuant to the Offer, in each case as contemplated by the Structure Paper. All JVCos are and shall continue to be until the Effective Date, unless otherwise agreed in writing by the Parties, owned (directly or indirectly) by the Parties in the Relevant Proportions.
2.3 Subject always to the provisions of Clause 8, the Parties agree to work together in good faith towards reaching unanimous agreement on:
2.3.1 the pricing and other offer terms including the manner of announcement and implementation of the Offer (and any pricing strategy or revisions relating thereto);
2.3.2 the manner and timing of all discussions with Target, its management and any of its shareholders or other stakeholders;
2.3.3 the general conduct of the Offer;
2.3.4 the structure of the Offer and finalising the Structure Paper (it being acknowledged that a Party will take all reasonable steps to accommodate the other Party’s structuring requirements in respect of ERISA);
2.3.5 the incorporation of EquityCo and any JVCo and the corporate governance arrangements of such entities, including the board composition of any such entity, acknowledges in particular appointing one that the following documents have been executed or more persons from each Party to facilitate and take responsibility under the Code will be adopted (together with such other persons as may take responsibility under Code) for each Party as may be agreed with the Panel prior to the 2.7 Announcement;
2.3.6 the definitive documentation required to implement the Offer (the “Offer Documentation”), including:appropriate):
(a) an offer letter to be presented to the board of Target;
(b) a shareholders’ agreement relating to EquityCo in respect of Tevat (the “Shareholders’ Agreement”)
(b) and articles a subscription agreement in respect of association or other constitutional documents of EquityCo and its subsidiaries, ▇▇▇▇▇▇▇’s subscription for Shares in Tevat (the terms of which shall be consistent with the Term Sheet;“Subscription Agreement”);
(c) the public documentation necessary or desirable in connection with any announcement relating to the Offer and implementation the Offer (including, without limitation, the 2.7 Announcement);new Articles; and
(d) new articles of association for Zakiono.
2.2 Each Party shall use its reasonable endeavours to procure the form Rule 2.7 Announcement is published in accordance with the Code before 10.00 a.m. on 14 April 2021, or at such later date as the Investors may agree.
2.3 The Investors shall co-operate with each other reasonably and in good faith to agree the day- to-day conduct of irrevocable undertakings the Offer on behalf of the Parties, in particular:
(a) any revision of the structure and terms (including any increase to the price) of the Offer, including any election, subject to the Panel’s consent (as required), to implement the Offer by means of a Scheme at any time;
(b) the general conduct and implementation of the Offer and the obtaining of all consents and approvals in relation to it;
(c) liaising, negotiating, or otherwise communicating with Target, its shareholders, its lending banks or its advisers, any regulatory authority or body or exchange (including any rating agencies) with respect to the Offer;
(d) agreeing on the financing of the Offer;
(e) determining the Total Funding Commitment and the timing and amount of subscriptions to be given made pursuant to Clause 4;
(f) approving all public announcements and other communications concerning the Offer (including the Rule 2.7 Announcement) and sharing and agreeing public relations (PR) material to be used jointly and individually in connection with the Offer;
(eg) overseeing the ECLs drafting, execution and such other documents required for certain funds financing purposes;
delivery of any Offer Document (f) including determining the documents required for the Financing (as defined belowtiming of publication of any Offer Document);
(gh) agreeing the terms Budget and any amendments to the Budget;
(i) engaging advisers on behalf of appointment the Consortium other than those already appointed and specified in Clause 5.1;
(j) giving instructions to the Consortium Advisers in connection with the Offer;
(k) subject to Clause 2.4, any decision to contest or not contest any ruling of the Panel;
(l) any decision regarding the squeeze-out of any adviser as set out in an Engagement Letter between minority shareholders following the relevant adviser and any JVCo and/or either PartyEffective Date; and
(hm) any other agreements as may be determined necessary or desirable in connection with the announcement and implementation of the Offer;
2.3.7 the strategy and financing of any market purchases of Target Securities Interests;
2.3.8 the debt financing of the Offer (the “Financing”), including the selection and appointment of financing banks, arrangers and other advisers (other than the financing banks set out in Schedule 2);
2.3.9 the strategy for the syndication of the Financing;
2.3.10 the appointment (other than the advisers set out in Schedule 2) or instruction of any advisers to or on behalf of any JVCo (but, for the avoidance of doubt, this shall not apply to any appointment or instruction given to advisers acting on behalf of any Party where the work undertaken pursuant to such appointment or instruction does not give rise to the incurrence of Joint Bid Costs);
2.3.11 the scope of confirmatory due diligence on Target;
2.3.12 any decision relating to Target’s management;
2.3.13 any decision regarding the seeking or making of an application to cancel the admission to trading of Target;Target Shares from AIM.
2.3.14 2.4 Each Party agrees that:
(a) it shall not, other than as required by the actual Panel, vary or purported waiverwaive any term or condition of, treating as satisfiedor amend any term or condition of, invocation or the Offer and/or the Transaction (including any amendment of any condition or of any pre-condition to the Offer, the extension of any acceptance period amount or nature of the Offer Consideration or similar and/or any election to implement the revision Offer by way of terms a Scheme) without the prior written consent of each of the OfferInvestors;
(b) it shall not, other than as required by the Panel, confirm to any person or the lapsing or withdrawal declare that any condition of the OfferOffer has been fulfilled without the prior written consent of each of the Investors;
2.3.15 (c) it shall not confirm to any decision regarding person that any remedies ruling of the Panel relating to any of the matters referred to in Clauses 2.4(a) or divestitures that might 2.4(b) will not be required by a regulatory or governmental authority in connection with contested without the prior written consent of each of the Investors;
(d) each Offer concerning Target, including all matters regarding the negotiations and terms and conditions of any such remedies or divestitures. For the avoidance of doubt, where such decision solely concerns the asset(s) of any Party (and not Target), such decision Document shall be made at the sole discretion of that Party (and if such decision concerns an asset in which both Parties are invested, the decision shall be made only with the consent of both Parties);
2.3.16 any decision to waive any regulatory condition in respect approved by each of the Transaction Investors before its execution or any decision to proceed with completion of the Transaction notwithstanding that any such regulatory condition has not been satisfiedpublication; and
2.3.17 subject always to (e) it shall promptly share with each other all relevant information obtained or developed by either of them or their Agents and in their or their Agents’ possession regarding the requirements day-to-day operations of the Code or other applicable law or regulation to which the Parties are directly or indirectly subject and Clause 2.7, the timing of the release of the public documentation contemplated by Clause 2.3.6(c) Tevat Group (or any other announcement in connection with part of it) and the Offer.
2.4 For Target Group (or any part of it), subject to (where necessary) execution by the avoidance relevant Party of doubthold harmless letters and confidentiality undertakings, the Parties shall provided that advice, information and analyses prepared solely for internal use by a Party is not release the 2.7 Announcement until they have reached unanimous agreement on each matter set out in Clause 2.3 above to the extent that such decisions are necessary required to be taken prior to release of the 2.7shared under this Clause 2.4(e).
Appears in 1 contract
Sources: Consortium Bid Agreement
Conduct of the Offer. 2.1 The Parties shall agree Each Party agrees to co-operate with each other reasonably and implement a strategy for making in good faith, with the Offer.
2.2 The Parties shall, prior to release aim of an announcement under Rule 2.7 agreeing the terms and conditions of the Code (the “2.7 Announcement”), incorporate Bidco (and those JVCos which are required prior to the 2.7 Announcement) for the purpose of the proposed Offer and shall as required agree in good faith any further matters in relation to the JVCos, including the timing of their incorporation to the extent not incorporated prior to the 2.7 Announcement, their ownership structure, to obtain a mutually acceptable and beneficial structure for the OfferTransaction, and for holding any shares in Target acquired by Bidco pursuant to the Offer, in each case as contemplated by the Structure Paper. All JVCos are and shall continue to be until the Effective Date, unless otherwise agreed in writing by the Parties, owned (directly or indirectly) by the Parties in the Relevant Proportions.
2.3 Subject always to the provisions of Clause 8, the Parties agree to work together in good faith towards reaching unanimous agreement on:
2.3.1 the pricing and other offer terms including the manner of announcement and implementation of the Offer (and any pricing strategy or revisions relating thereto);
2.3.2 the manner and timing of all discussions with Target, its management and any of its shareholders or other stakeholders;
2.3.3 the general conduct of the Offer;
2.3.4 the structure of the Offer and finalising the Structure Paper (it being acknowledged that a Party will take all reasonable steps to accommodate the other Party’s structuring requirements in respect of ERISA);
2.3.5 the incorporation of EquityCo and any JVCo and the corporate governance arrangements of such entities, including the board composition of any such entity, acknowledges in particular appointing one that the following documents have been executed or more persons from each Party to facilitate and take responsibility under the Code will be adopted (together with such other persons as may take responsibility under Code) for each Party as may be agreed with the Panel prior to the 2.7 Announcement;
2.3.6 the definitive documentation required to implement the Offer (the “Offer Documentation”), including:appropriate):
(a) an offer letter to be presented to the board of Target;
(b) a shareholders’ agreement relating to EquityCo in respect of Tevat (the “Shareholders’ Agreement”)
(b) and articles a subscription agreement in respect of association or other constitutional documents of EquityCo and its subsidiaries, Hilardo’s subscription for Shares in Tevat (the terms of which shall be consistent with the Term Sheet;“Subscription Agreement”);
(c) the public documentation necessary or desirable in connection with any announcement relating to the Offer and implementation the Offer (including, without limitation, the 2.7 Announcement);new Articles; and
(d) new articles of association for Zakiono.
2.2 Each Party shall use its reasonable endeavours to procure the form Rule 2.7 Announcement is published in accordance with the Code before 10.00 a.m. on 14 April 2021, or at such later date as the Investors may agree.
2.3 The Investors shall co-operate with each other reasonably and in good faith to agree the day- to-day conduct of irrevocable undertakings the Offer on behalf of the Parties, in particular:
(a) any revision of the structure and terms (including any increase to the price) of the Offer, including any election, subject to the Panel’s consent (as required), to implement the Offer by means of a Scheme at any time;
(b) the general conduct and implementation of the Offer and the obtaining of all consents and approvals in relation to it;
(c) liaising, negotiating, or otherwise communicating with Target, its shareholders, its lending banks or its advisers, any regulatory authority or body or exchange (including any rating agencies) with respect to the Offer;
(d) agreeing on the financing of the Offer;
(e) determining the Total Funding Commitment and the timing and amount of subscriptions to be given made pursuant to Clause 4;
(f) approving all public announcements and other communications concerning the Offer (including the Rule 2.7 Announcement) and sharing and agreeing public relations (PR) material to be used jointly and individually in connection with the Offer;
(eg) overseeing the ECLs drafting, execution and such other documents required for certain funds financing purposes;
delivery of any Offer Document (f) including determining the documents required for the Financing (as defined belowtiming of publication of any Offer Document);
(gh) agreeing the terms Budget and any amendments to the Budget;
(i) engaging advisers on behalf of appointment the Consortium other than those already appointed and specified in Clause 5.1;
(j) giving instructions to the Consortium Advisers in connection with the Offer;
(k) subject to Clause 2.4, any decision to contest or not contest any ruling of the Panel;
(l) any decision regarding the squeeze-out of any adviser as set out in an Engagement Letter between minority shareholders following the relevant adviser and any JVCo and/or either PartyEffective Date; and
(hm) any other agreements as may be determined necessary or desirable in connection with the announcement and implementation of the Offer;
2.3.7 the strategy and financing of any market purchases of Target Securities Interests;
2.3.8 the debt financing of the Offer (the “Financing”), including the selection and appointment of financing banks, arrangers and other advisers (other than the financing banks set out in Schedule 2);
2.3.9 the strategy for the syndication of the Financing;
2.3.10 the appointment (other than the advisers set out in Schedule 2) or instruction of any advisers to or on behalf of any JVCo (but, for the avoidance of doubt, this shall not apply to any appointment or instruction given to advisers acting on behalf of any Party where the work undertaken pursuant to such appointment or instruction does not give rise to the incurrence of Joint Bid Costs);
2.3.11 the scope of confirmatory due diligence on Target;
2.3.12 any decision relating to Target’s management;
2.3.13 any decision regarding the seeking or making of an application to cancel the admission to trading of Target;Target Shares from AIM.
2.3.14 2.4 Each Party agrees that:
(a) it shall not, other than as required by the actual Panel, vary or purported waiverwaive any term or condition of, treating as satisfiedor amend any term or condition of, invocation or the Offer and/or the Transaction (including any amendment of any condition or of any pre-condition to the Offer, the extension of any acceptance period amount or nature of the Offer Consideration or similar and/or any election to implement the revision Offer by way of terms a Scheme) without the prior written consent of each of the OfferInvestors;
(b) it shall not, other than as required by the Panel, confirm to any person or the lapsing or withdrawal declare that any condition of the OfferOffer has been fulfilled without the prior written consent of each of the Investors;
2.3.15 (c) it shall not confirm to any decision regarding person that any remedies ruling of the Panel relating to any of the matters referred to in Clauses 2.4(a) or divestitures that might 2.4(b) will not be required by a regulatory or governmental authority in connection with contested without the prior written consent of each of the Investors;
(d) each Offer concerning Target, including all matters regarding the negotiations and terms and conditions of any such remedies or divestitures. For the avoidance of doubt, where such decision solely concerns the asset(s) of any Party (and not Target), such decision Document shall be made at the sole discretion of that Party (and if such decision concerns an asset in which both Parties are invested, the decision shall be made only with the consent of both Parties);
2.3.16 any decision to waive any regulatory condition in respect approved by each of the Transaction Investors before its execution or any decision to proceed with completion of the Transaction notwithstanding that any such regulatory condition has not been satisfiedpublication; and
2.3.17 subject always to (e) it shall promptly share with each other all relevant information obtained or developed by either of them or their Agents and in their or their Agents’ possession regarding the requirements day-to-day operations of the Code or other applicable law or regulation to which the Parties are directly or indirectly subject and Clause 2.7, the timing of the release of the public documentation contemplated by Clause 2.3.6(c) Tevat Group (or any other announcement in connection with part of it) and the Offer.
2.4 For Target Group (or any part of it), subject to (where necessary) execution by the avoidance relevant Party of doubthold harmless letters and confidentiality undertakings, the Parties shall provided that advice, information and analyses prepared solely for internal use by a Party is not release the 2.7 Announcement until they have reached unanimous agreement on each matter set out in Clause 2.3 above to the extent that such decisions are necessary required to be taken prior to release of the 2.7shared under this Clause 2.4(e).
Appears in 1 contract
Sources: Consortium Bid Agreement