Common use of Mutual Responsibilities of the Parties Clause in Contracts

Mutual Responsibilities of the Parties. (a) If any of the Parties become aware of any information that, under the Irish Takeover Rules or the Act is required to be disclosed in an amendment or supplement to the Scheme Document, then the Party becoming so aware will promptly inform the other Parties of such information and the Parties will co-operate with each other in submitting or filing such amendment or supplement with the Panel, and, if required, the High Court and, if required, in mailing such amendment or supplement to Yew Grove Shareholders and, for information only, if required, to the Yew Grove Optionholders. (b) Each Party will take, or cause to be taken, all actions, and do, or cause to be done, and assist and co-operate with the other Parties in doing all things as are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to clause 9 in connection with Completion. (c) Each Party shall, as promptly as is reasonably practicable, notify the other of any matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document, satisfaction of any of the Conditions, the Scheme or the Acquisition as the case may be. (d) Notwithstanding anything to the contrary in this Clause 3, no Party shall be required to take any action pursuant to this Clause 3 if such action is prohibited by the Act, the Panel and/or the Takeover Rules. (e) Save as the Panel may otherwise direct, to ensure that Bidco is the sole member of Yew Grove at the Effective Time, on such date as the Parties will agree but in any event prior to the Effective Time, Bidco agrees to subscribe for, and Yew Grove agrees to allot and issue to Bidco, one Yew Grove Share (the "Excluded Scheme Share"), in consideration for which Bidco will pay, or cause to be paid, an amount equal to the nominal value of one Yew Grove Share to Yew Grove (the "Subscription Amount"). (f) Completion of the subscription for the Excluded Scheme Share (the "Subscription Completion") will take place at a location of the Parties’ choosing on such date as the Parties will agree but in any event prior to the Effective Time. (g) At the Subscription Completion: (i) Bidco shall: (A) subscribe for the Excluded Scheme Share; and (B) pay, or cause to be paid, the Subscription Amount to Yew Grove in cash; and (ii) Yew Grove shall: (A) allot and issue the Excluded Scheme Share to Bidco (or its nomine) credited as fully paid; (B) procure that all appropriate entries are made in the statutory records of Yew Grove in respect of the Excluded Scheme Share; and (C) issue and deliver to Bidco a share certificate in respect of the Excluded Scheme Share.

Mutual Responsibilities of the Parties. (a) If any of the Parties become becomes aware of any information that, under pursuant to the Irish Takeover Rules Rules, the Act, the Securities Act or the Act is required to Exchange Act, should be disclosed in an amendment or supplement to the Scheme Document, the Joint Proxy Statement or the Form S-4, then the Party becoming so aware will shall promptly inform the other Parties of such information Party thereof and the Parties will co-operate shall cooperate with each other in submitting or filing such amendment or supplement with the Panel, and, if required, the SEC and/or the High Court and, if required, in mailing such amendment or supplement to Yew Grove the Strongbridge Shareholders and, for information only, if required, to the Yew Grove Optionholders.holders of the Strongbridge Options or Strongbridge Share Awards or Strongbridge Warrants or to the Strongbridge Convertible Holder; and (b) Each Party will Strongbridge, Xeris and Holdco each shall take, or cause to be taken, all actions, and do, or cause to be done, and assist and co-operate with the such other Parties in doing all things steps as are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to clause 9 Clauses 8.1 and 8.2 in connection with the Completion. (c) Each Party shall, as promptly as is reasonably practicable, notify the other of any matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document, satisfaction of any of the Conditions, the Scheme or the Acquisition as the case may be. (d) Notwithstanding anything to the contrary in this Clause 3, no Party shall be required to take any action pursuant to this Clause 3 if such action is prohibited by the Act, the Panel and/or the Takeover Rules. (e) Save Except as the Panel may otherwise directdirect and subject to the Panel’s waiving any obligation for Xeris or Holdco to make a cash offer or provide a cash alternative under Rule 11 of the Takeover Rules, and if necessary to ensure that Bidco Holdco is the sole member of Yew Grove Strongbridge at the Effective Time, on such date as the Parties will shall agree but in any event prior to the Effective Time, Bidco ▇▇▇▇▇▇ agrees to subscribe for, and Yew Grove Strongbridge agrees to allot and issue to BidcoHoldco, one Yew Grove Strongbridge Share (the "“Excluded Scheme Share"”), in consideration for which Bidco will Holdco shall pay, or cause to be paidpaid to Strongbridge, an amount equal to the nominal value of one Yew Grove Strongbridge Share to Yew Grove (the "“Subscription Amount"”). (f) . Completion of the subscription for the Excluded Scheme Share (the "“Subscription Completion"”) will shall take place at a location of the Parties’ choosing on such date as the Parties will shall agree but in any event prior to the Effective Time. (g) . At the Subscription Completion: : (i) Bidco shall: Holdco shall (A) subscribe for the Excluded Scheme Share; and , and (B) pay, or cause to be paid, the Subscription Amount to Yew Grove Strongbridge in cash; and , and (ii) Yew Grove shall: Strongbridge shall (A) allot and issue the Excluded Scheme Share to Bidco Holdco (or its nominenominee) credited as fully paid; , (B) procure that all appropriate entries are made in the statutory records of Yew Grove Strongbridge in respect of the Excluded Scheme Share; and , and (C) issue and deliver to Bidco Holdco a share certificate in respect of the Excluded Scheme Share.