Promotion of Transaction Sample Clauses
The Promotion of Transaction clause outlines the parties' obligations to actively support and facilitate the completion of the transaction described in the agreement. In practice, this may require both parties to cooperate in providing necessary information, coordinating with third parties, or taking reasonable steps to remove obstacles that could delay or prevent the transaction. The core function of this clause is to ensure that both parties are committed to advancing the transaction efficiently, minimizing delays, and addressing any issues that could impede its successful completion.
Promotion of Transaction. (a) During the Exclusivity Period, subject to:
(i) there being no Superior Proposal; and
(ii) the Independent Adviser’s Report having first concluded that the Consideration is within or above the Independent Adviser’s valuation range for the Shares, Pushpay will use reasonable endeavours to promote, and will provide reasonable cooperation to the Bidder in promoting, the merits of the Transaction to Shareholders, including:
(iii) complying with any reasonable request by the Bidder to require disclosure of information in accordance with sections 290 and 291 of the FMCA, subject to its statutory and contractual obligations, and providing the information obtained as a result of requiring such disclosure to the Bidder;
(iv) providing, subject to Pushpay’s statutory or contractual obligations, such information regarding Shareholders and their holdings as the Bidder reasonably requests;
(v) procuring that ▇▇▇▇ provides to the Bidder, in the form reasonably requested by the Bidder, details of the Register to facilitate, subject to clause 6.1(b), the canvassing of Shareholders by the Bidder or the provision by the Bidder of the Consideration in accordance with this Agreement, the Scheme and the Deed Poll;
(vi) retaining the services of a proxy solicitation firm approved by the Bidder to actively solicit affirmative proxies for the Scheme and, following the sending of the Scheme Booklet to Shareholders, providing the Bidder with daily proxy updates in respect of the Scheme Meeting and the aggregate tally of votes received by Pushpay in respect of the Scheme;
Promotion of Transaction. (a) During the Exclusivity Period, subject to:
(i) there being no Superior Proposal; and
(ii) the Independent Adviser’s Report having first concluded that the Consideration is within or above the Independent Adviser’s valuation range for the Shares, Pushpay will use reasonable endeavours to promote, and will provide reasonable cooperation to the Bidder in promoting, the merits of the Transaction to Shareholders, including:
(iii) complying with any reasonable request by the Bidder to require disclosure of information in accordance with sections 290 and 291 of the FMCA, subject to its statutory and contractual obligations, and providing the information obtained as a result of requiring such disclosure to the Bidder;
(iv) providing, subject to Pushpay’s statutory or contractual obligations, such information regarding Shareholders and their holdings as the Bidder reasonably requests;
(v) procuring that ▇▇▇▇ provides to the Bidder, in the form reasonably requested by the Bidder, details of the Register to facilitate, subject to clause 6.1(b), the canvassing of Shareholders by the Bidder or the provision by the Bidder of the Consideration in accordance with this Agreement, the Scheme and the Deed Poll;
(vi) retaining the services of a proxy solicitation firm approved by the Bidder to actively solicit affirmative proxies for the Scheme and, following the sending of the Scheme Booklet to Shareholders, providing the Bidder with daily proxy updates in respect of the Scheme Meeting and the aggregate tally of votes received by Pushpay in respect of the Scheme;
(vii) promptly report to Bidder any information ▇▇▇▇▇▇▇ becomes aware of regarding opposition to the Scheme by the Shareholders (excluding unsubstantiated rumours or similar information or opposition by any individual Shareholder holding an immaterial number of Shares);
(viii) procuring that senior executives of the Pushpay Group are available on reasonable notice to:
(A) meet (in person or remotely, as reasonably requested by the Bidder) with key Shareholders if reasonably requested to do so by the Bidder; and
(B) communicate with the employees, joint venture partners and key suppliers of the Pushpay Group, in each case to discuss and promote the Transaction with such persons; and
(ix) undertaking, in cooperation with the Bidder, other reasonable actions to promote the affirmative vote of Shareholders for the Transaction, as reasonably requested by the Bidder.
(b) ▇▇▇▇▇▇▇ and the Bidder will use reasonable ende...
Promotion of Transaction participate in efforts reasonably requested by ▇▇▇▇▇▇ to promote the merits of the Transaction, including:
(i) meeting with key APD Securityholders (and facilitating meetings between Bidder and these key APD Securityholders); and
(ii) in consultation with ▇▇▇▇▇▇, undertaking other reasonable investor engagement and proxy solicitation actions (with what is reasonable for these purposes being determined having regard to investor feedback, proxy results, market circumstances prevailing at the time and any views expressed by APD) to encourage APD Securityholders to vote on the Schemes in accordance with the recommendation of the APD Board, subject to applicable law and ASIC policy;
Promotion of Transaction. (a) During the period commencing on the date of this agreement and ending on the first to occur of the termination of this agreement and the End Date, the Company will provide reasonable cooperation to Apax in promoting the merits of the Transaction to Shareholders, including:
(i) encouraging Shareholders to exercise their rights to vote on the resolution to approve the Scheme at the Scheme Meeting; and
(ii) procuring that senior executives of the Trade Me Group, as may be reasonably available, meet with key Shareholders if reasonably requested to do so by Apax, subject to there being no Superior Proposal and provided the Independent Adviser's Report has first concluded that the Consideration is within or above the Independent Adviser's valuation range for the Shares. If Apax engages in canvasing Shareholders in relation to the Scheme, Apax must provide the Company with details of the information and correspondence provided to Shareholders, as reasonably requested by the Company, and Apax must ensure that such information and correspondence complies with all applicable laws, including the FMCA and Fair Trading ▇▇▇ ▇▇▇▇.
(b) Apax agrees to pay 50% of the Trade Me Group's out of pocket costs (exclusive of GST) incurred promoting the Transaction to Shareholders up to a maximum of $50,000, provided that the Company and Apax discuss in advance all promotional activities which relate to published materials, outbound programmed call scripts and other similar planned promotional materials and that Apax is given a reasonable opportunity to comment on the strategy, form and content of such promotional activities and the Company must consider and take into account in good faith all reasonable comments of Apax and its Representatives.
Promotion of Transaction participate in efforts reasonably requested by DuluxGroup to promote the merits of the Transaction, including:
(i) meeting with key DuluxGroup Shareholders where requested by DuluxGroup; and
(ii) providing DuluxGroup with such information and assistance as DuluxGroup reasonably requests to enable it to promote the merits of the Transaction;
Promotion of Transaction. During the period commencing on the date of this Agreement and ending on the first to occur of the termination of this Agreement, the Implementation Date and the End Date, the Company will provide reasonable co-operation to Meridian in promoting the merits of the Transaction to Shareholders, including:
(a) providing (subject to the Company’s statutory or contractual obligations) such information regarding Shareholders and their holdings as Meridian reasonably requests;
(b) encouraging Shareholders to exercise their rights to vote on the resolution to approve the Scheme at the Scheme Meeting; and
(c) procuring that senior executives of the NZ Windfarms Group, as may be reasonably available, meet with key Shareholders if reasonably requested to do so by Meridian, subject to there being no Superior Proposal and provided the Independent Adviser's Report has first concluded that the Consideration is within or above the Independent Adviser's valuation range for the Shares.
Promotion of Transaction. (a) During the period commencing on the date of this agreement and ending on the first to occur of the termination of this agreement and the End Date, the Company will provide reasonable cooperation to the Acquirer in promoting the merits of the Transaction to Shareholders, including:
(i) encouraging Shareholders to exercise their rights to vote on the resolution to approve the Scheme at the Scheme Meeting; and
(ii) procuring that senior executives of the Tilt Renewables Group, as may be reasonably available, meet with key Shareholders if reasonably requested to do so by the Acquirer, subject to there being no Superior Proposal and provided the Independent Adviser's Report has first concluded that the Consideration is within or above the Independent Adviser's valuation range for the Shares.
(b) The Acquirer agrees to pay all of the Tilt Renewables Group's reasonable out of pocket costs incurred promoting the Transaction to Shareholders up to a maximum of $100,000, provided that the Company and the Acquirer discuss in advance all promotional activities which relate to published materials, outbound programmed call scripts and other similar planned promotional materials and that the Acquirer is given a reasonable opportunity to comment on the strategy, form and content of such promotional activities and such comments are given reasonable consideration by the Company.
Promotion of Transaction. (a) During the Exclusivity Period, Abano will provide Bidco with any assistance reasonably requested by Bidco in promoting the merits of the Transaction to Abano Shareholders, including:
(i) providing (subject to Abano’s statutory or contractual obligations) such information regarding Abano Shareholders and their holdings as Bidco reasonably requests; and
(ii) procuring that senior executives of the Abano Group are available on reasonable notice to:
(A) meet with key Abano Shareholders if reasonably requested to do so by Bidco; and
(B) communicate with the employees, independent contractors for personal services, customers and suppliers of the Abano Group, subject to there being no Superior Proposal and the Independent Adviser’s Report concluding that the Consideration is within or above the Independent Advisers valuation range for the Shares.
(b) Abano is not required to comply with any request under clause 5.10 and/or 5.11(a) if the relevant action will result in Bidco incurring any out-of-pocket costs and Bidco has not approved the relevant costs under clause 5.11(c) after being requested to do so by Abano.
(c) If this Agreement is terminated in accordance with its terms, then Bidco will promptly reimburse Abano for any out-of-pocket costs that it has incurred under clauses 5.10 and 5.11(a) and which were approved in writing by Bidco (such consent not to be unreasonably withheld or delayed).
Promotion of Transaction participate in efforts reasonably requested by ▇▇▇▇▇▇▇ to promote the merits of the Transaction, including:
(i) meeting with key Vault Shareholders and communicating with employees, partners, customers and suppliers in a manner which is supportive of the Scheme; and
(ii) providing ▇▇▇▇▇▇▇ with such information and assistance as ▇▇▇▇▇▇▇ reasonably requests to enable it to promote the merits of the Transaction; and
Promotion of Transaction participate in efforts reasonably requested by ▇▇▇ to promote the merits of the Transaction, including:
(i) meeting with key OZL Shareholders where reasonably requested by ▇▇▇; and
(ii) providing OZL with such information and assistance as OZL reasonably requests to enable it to promote the merits of the Transaction; and