Scheme Booklet Clause Samples
Scheme Booklet. (a) Papillon must consult with B2Gold as to the content of the Scheme Booklet (other than B2Gold Information).
(b) B2Gold must consult with Papillon as to the content of B2Gold Information.
(c) The parties agree that:
(i) the efficient preparation of the Scheme Booklet is in the interests of the parties and Papillon Shareholders; and
(ii) they will use all reasonable endeavours and utilise all necessary resources (including management resources and the resources of external advisers) to produce the Scheme Booklet as soon as reasonably practicable and in substantial accordance with the Timetable.
(d) B2Gold’s obligations under clauses 5.3(c), 5.3(d) and 5.3(e) relate only to the factual accuracy of B2Gold Information and B2Gold takes no responsibility for information in the Scheme Booklet other than B2Gold Information. To that end, the Scheme Booklet will include a statement:
(i) by Papillon that B2Gold is not responsible for any information contained in the Scheme Booklet other than B2Gold Information; and
(ii) by B2Gold that Papillon is not responsible for any B2Gold Information contained in the Scheme Booklet.
(e) Papillon must undertake appropriate due diligence and verification processes for the purposes of complying with clause 5.1(j) and will make such verification material available to B2Gold on request by it.
(f) B2Gold must undertake appropriate due diligence and verification processes for the purposes of complying with clause 5.3(e) and will make such verification material available to Papillon on request by it.
(g) The parties must promptly inform the other if they have any reason to believe that any information in the Scheme Booklet is misleading or deceptive in any material respect (whether by omission or otherwise) whether because of B2Gold Information or otherwise.
(h) If there is a dispute as to the content of any part of the Scheme Booklet (including B2Gold Information), the parties must consult in good faith and use their reasonable endeavours to resolve the dispute within two Business Days. If the parties fail to agree on the form or content of the Scheme Booklet:
(i) Papillon will have the final decision on the form or content of any Papillon Information; and
(ii) B2Gold will have the final decision on the form or content of any B2Gold Information. Even if there is a dispute as to the form or content of the Scheme Booklet and the parties use this procedure, the parties will continue to perform their obligations under this agreement.
Scheme Booklet. (a) If Bidder and APD are unable to agree on the form or content of a particular part of the Scheme Booklet (other than the Independent Expert’s Report), then:
(i) if the relevant part of the Scheme Booklet is Bidder Information, APD will make such amendments to that part of the Scheme Booklet as required by Bidder (acting reasonably and in good faith); and
(ii) in any other case, APD (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet.
(b) ▇▇▇▇▇▇ and APD agree that the Scheme Booklet will contain a responsibility statement to the effect that:
(i) APD has prepared and is responsible for the APD Information contained in the Scheme Booklet, and none of Bidder or its Related Bodies Corporate or their respective directors, officers or employees assumes any responsibility or liability for the accuracy or completeness of the APD Information;
(ii) Bidder has prepared and is responsible for the Bidder Information contained in the Scheme Booklet, and none of APD or its Related Bodies Corporate or their respective directors, officers or employees assumes any responsibility or liability for the accuracy or completeness of the Bidder Information; and
(iii) the Independent Expert has prepared and is responsible for the Independent Expert’s Report, and none of Bidder or its Related Bodies Corporate or their respective directors, officers or employees, nor APD or its Related Bodies Corporate or their respective directors, officers or employees, assumes any responsibility or liability for the accuracy or completeness of the Independent Expert’s Report.
Scheme Booklet. The Scheme Booklet:
(a) contains information which is true and accurate in all material respects, and does not omit any information that is material;
(b) complies with all applicable laws, including the disclosure requirements of section 411(3) of the Corporations Act;
(c) complies with all relevant releases by ASIC, including ASIC Policy Statement 142; and
(d) in respect of WMC Resources Ltd, contains the information referred to in the statement required by Item 108 of Appendix 1A of the Listing Rules of the ASX.
Scheme Booklet. (a) If the parties are unable to agree on the form or content of a particular part of the Scheme Booklet, then:
(i) if the relevant part of the Scheme Booklet is US Holdco Information, Incannex will make such amendments to that part of the Scheme Booklet as required by US Holdco (acting reasonably and in good faith); and
(ii) in any other case, Incannex (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet.
(b) The parties agree that the Scheme Booklet will contain a responsibility statement to the effect that:
(i) Incannex is responsible for the Incannex Information contained in the Scheme Booklet;
(ii) US Holdco is responsible for the US Holdco Information contained in the Scheme Booklet; and
(iii) the Independent Expert is responsible for the Independent Expert’s Report, and none of Incannex, US Holdco or their respective Representatives assumes any responsibility for the accuracy or completeness of the Independent Expert’s Report or any other report or letter issued to Incannex by a third party in connection with the Independent Expert’s Report.
(c) Each party must undertake appropriate verification processes for the information supplied by that party for the Scheme Booklet. Scheme Implementation Deed DMS:YXG: 5412447Legal/83374955_3
Scheme Booklet.
(a) If the parties are unable to agree on the form or content of a particular part of the Scheme Booklet, then:
(i) if the relevant part of the Scheme Booklet is ▇▇▇▇ Information, 92 Energy will make such amendments to that part of the Scheme Booklet as required by ▇▇▇▇ (acting reasonably and in good faith);
(ii) if applicable and if the relevant part of the Scheme Booklet is Latitude Information, 92 Energy will make such amendments to that part of the Scheme Booklet as required by Latitude; and
(iii) in any other case, 92 Energy (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet.
(b) The parties agree that the Scheme Booklet will contain a responsibility statement to the effect that:
(i) 92 Energy is responsible for the 92 Energy Information contained in the Scheme Booklet;
(ii) ▇▇▇▇ is responsible for the ▇▇▇▇ Information contained in the Scheme Booklet;
(iii) Latitude is responsible for the Latitude Information contained in the Scheme Booklet, if applicable;
(iv) the Independent Expert is responsible for the Independent Expert’s Report, and none of 92 Energy, ▇▇▇▇ or their respective directors or officers assumes any responsibility for the accuracy or completeness of the Independent Expert’s Report or any other report or letter issued to 92 Energy by a Third Party in connection with the Independent Expert's Report; and
(v) if the Scheme Booklet contains a tax opinion, that tax adviser is responsible for such tax opinion.
(c) Each party must undertake appropriate due diligence and verification processes for the information supplied by that party for the Scheme Booklet to confirm the accuracy of that information and ensure (insofar as the 92 Energy Information and the ▇▇▇▇ Information is concerned, as applicable) the Scheme Booklet is not false, misleading or deceptive in any material respect or likely to mislead or deceive (whether by omission or otherwise) in any material respect. ▇▇▇▇ undertakes and agrees to use commercially reasonable endeavours to procure that Latitude provides all necessary Latitude Information to 92 Energy on a timely basis and when reasonably requested by 92 Energy, including the verification of such information, together with all other reasonable assistance reasonably requested of Latitude by 92 Energy in respect thereof. Each party acknowledges that it is not responsible for the Latitude Information contained in the Scheme Booklet, and it is the responsibility of Latitude...
Scheme Booklet no information (other than the Bidder Information, the Independent Expert’s Report or any investigating accountant’s report) contained in the Scheme Booklet, as at the date the Scheme Booklet is despatched to Veda Shareholders, will contain any statement which is materially misleading or deceptive, including by way of omission from that statement;
Scheme Booklet no information (other than the Peabody Information) contained in the Scheme Booklet, as at the date the Scheme Booklet is despatched to Excel Shareholders, will contain any statement which is materially misleading or deceptive, including by way of omission from that statement;
Scheme Booklet. The preparation and the dispatch of a Scheme Booklet in respect of each of the Schemes to be dispatched to Scheme Participants which shall comply with all applicable laws, the Corporations Act, RG 142 and the Listing Rules.
Scheme Booklet. (a) If the parties are unable to agree on the form or content of a particular part of the Scheme Booklet, then:
(i) if the relevant part of the Scheme Booklet is Bidder Information, ▇▇▇▇▇▇ will make such amendments to that part of the Scheme Booklet as required by Bidder (acting reasonably and in good faith); and
(ii) if the relevant part of the Scheme Booklet is Aurora Information, ▇▇▇▇▇▇ (acting reasonably and in good faith) will decide the form and content of that part of the Scheme Booklet.
(b) The parties agree that the Scheme Booklet will contain a responsibility statement to the effect that:
(i) ▇▇▇▇▇▇ is responsible for the Aurora Information contained in the Scheme Booklet;
(ii) Bidder is responsible for the Bidder Information contained in the Scheme Booklet; and
(iii) the Independent Expert has provided and is responsible for, the Independent Expert’s Report, and neither of ▇▇▇▇▇▇, Bidder or their directors and officers assume any responsibility for the accuracy or completeness of the Independent Expert’s Report.
(c) Each party must undertake appropriate verification processes for the information supplied by that party for the Scheme Booklet and must make such verification material available to the other party on request by it.
Scheme Booklet. No information (other than the Fairfax Information, the Independent Adviser’s Report or any other report or letter issued to Tower by a third party) contained in the Scheme Booklet, as at the date the Scheme Booklet is despatched to Tower Shareholders, will contain any statement which is materially misleading or deceptive, including by way of omission from that statement.