Common use of OF THE SCHEME Clause in Contracts

OF THE SCHEME. 4.1 Without prejudice to Clause 3, each of Equinix, Equinix UK and IXEurope shall, as promptly as reasonably practicable, take or cause to be taken all such steps as are within its power and necessary (and in so far as it is permitted by law and regulation), and to provide each other with such other assistance as may reasonably be required, to implement the Acquisition as soon as reasonably practicable, including without limitation: (a) IXEurope undertakes to Equinix and Equinix UK that it will use all reasonable endeavours to take, or cause to be taken, all such steps as are within its power and are necessary, or reasonably required by Equinix and Equinix UK (in each case in so far as it is permitted by law and regulation), to implement the Scheme, and in accordance with and subject to the terms and conditions of the Announcement; (b) IXEurope shall instruct Counsel for the purposes of the Scheme (including the Scheme Hearing and Reduction Hearing) and shall provide Equinix and Equinix UK with the opportunity to attend any conferences with Counsel to discuss the Scheme and any issues arising in connection with it; (c) IXEurope shall, as soon as reasonably practicable following the release of the Announcement in accordance with Clause 2.1, apply to the Court for leave to convene the Court Meeting and file such documents and take such other steps as the Court may direct or require or may otherwise be necessary in connection with such application; (d) subject to: (i) the Court making the order necessary for the purpose of convening the Court Meeting as contemplated by Clause 4.1(c); (ii) the necessary documents being settled with the Court and, where required, approved by Equinix and Equinix UK under Clause 3.2(d); (iii) compliance by Equinix and Equinix UK with its obligations under Clause 3.3 and 3.4; and (iv) such documents being approved by the Panel, IXEurope shall, in accordance with the orders of the Court and as soon as reasonably practicable and in any event no later than the Posting Date, publish and post the Scheme Document and Form of Proxy to the IXEurope Shareholders on the register of members of IXEurope on a record date to be agreed with the Court (and any others entitled to receive such documents) and thereafter as soon as reasonably practicable, 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 convening of the Court Meeting and/or the EGM; (e) once the Scheme Document has been published and posted to IXEurope Shareholders, except as required by law or by the Panel (after any such rights as Equinix may have elected to exercise to appeal a Panel Executive ruling to the full Panel shall have been exhausted), IXEurope shall not make any amendment or addition to, or otherwise vary, the terms of the Scheme or the Acquisition without the prior written approval of Equinix and Equinix UK (not to be unreasonably withheld); (f) IXEurope shall, in accordance with the relevant orders of the Court, convene the Court Meeting for the purpose of considering and, if thought fit, approving the Scheme and hold the Court Meeting at the time and on the date on which it is convened and propose the Scheme in the form and manner directed by the Court; (g) IXEurope shall convene the EGM for the purpose of considering and, if thought fit, approving the EGM Resolutions and hold the EGM at the time and on the date on which it is convened and propose the EGM Resolutions in the terms set out in the Scheme Document without amendments; (h) by 3:00 pm on the Business Day preceding each of the Court Meeting and the EGM, IXEurope shall inform Equinix and Equinix UK of the number of proxy votes received in respect of the resolutions to be proposed at each such Meeting; (i) following and subject to the resolutions to be proposed at each of the Court Meeting and the EGM having been passed by the requisite majorities, IXEurope shall as soon as reasonably practicable, seek the Scheme Order at the Scheme Hearing and seek the Reduction Order at the Reduction Hearing, propose, issue, serve and lodge all such Court documents as may be necessary in connection therewith and take any other action reasonably necessary to make the Scheme effective (including, for the avoidance of doubt, reconvening the Court Meeting and any other shareholder meetings, if necessary) provided that IXEurope undertakes to Equinix and Equinix UK that it will not, without Equinix and Equinix UK’s prior written consent, seek the sanction of the Court to the Scheme at the Scheme Hearing if Equinix and Equinix UK shall have notified IXEurope that an event has occurred or a circumstance has arisen which is sufficiently material for the Panel to permit it to withdraw from the Acquisition and the Panel has finally determined to grant such permission. Where such a matter is pending before the Panel, Equinix and Equinix UK may issue a holding notice to IXEurope and IXEurope shall not seek the sanction of the Court unless and until the Panel finally determines not to grant permission to Equinix to withdraw the Acquisition; (j) as soon as reasonably practicable after the Reduction Order is granted (following the sanction of the Court to the Scheme at the Scheme Hearing) IXEurope shall cause a copy of the Court Orders to be filed with the Registrar; and (k) IXEurope shall, at the reasonable request of Equinix and Equinix UK, take all necessary actions to seek an adjournment (and, where applicable, re-convene) either or both of the Court Meeting and the EGM to or for such time and date as Equinix and Equinix UK may (acting reasonably) require. 4.2 Equinix and Equinix UK shall take all such steps as are necessary to implement the Acquisition on the terms (but subject to the Conditions) set out in the Announcement, and in particular shall: (a) give such undertakings as may be required by the Court in connection with the Scheme; and (b) pay such consideration as is required to be paid not later than 14 days after the Effective Date. 4.3 Equinix UK undertakes to IXEurope that, subject to the satisfaction or (at the discretion of Equinix UK) waiver of the Conditions, it shall: (a) through Counsel, consent to the implementation of the Scheme and undertake to do all things necessary to implement the Scheme; and