Common use of Scheme of Arrangement Clause in Contracts

Scheme of Arrangement. 6.1 Each Bidder agrees to: (A) as soon as reasonably practicable provide to the Target (and/or its legal advisers) all such information about itself, or any other person acting in concert with it (including any information required by the Code or under other applicable Law, including in relation to their intentions) as may be reasonably requested and which is reasonably required by the Target (and/or its legal advisers), having regard to the Code and other applicable Law, for inclusion in the Scheme Document; (B) as soon as reasonably practicable provide all such other assistance and access as may be reasonably required for the preparation of the Scheme Document and any other document required by the Code or other applicable Law to be published in connection with the Scheme, including access to, and procuring that reasonable assistance is provided by, its relevant professional advisers; and (C) procure that its directors (and any other person connected with it, as required by the Panel) accept responsibility, in the terms required by the Code, for all the information in the Scheme Document, and any other document required by the Code or other applicable Law to be published in connection with the Scheme, relating to themselves (and their close relatives (as defined in the Code), related trusts and companies and other persons connected with them), the Bidder's concert parties, its financing arrangements in connection with the Transaction, information on the Bidder's future plans for the Target Group and its management and employees, any statements of the opinion, belief, intention or expectation of it or its Directors in relation to the Transaction or the Target Group following the completion of the Transaction and any other information in the Scheme Document for which it and/or its directors are required to accept responsibility under the Code. 6.2 The Bidders undertake that, prior to the Scheme Hearing, they shall deliver a notice in writing to the Target confirming either: (A) the satisfaction or waiver of all Conditions (other than the Scheme Conditions and the Re-registration Condition); or (B) their intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which BidCo and/or Tryg (as applicable) reasonably considers entitles it to invoke such Condition(s) or treat it as unsatisfied or incapable of satisfaction. 6.3 The Bidders shall jointly instruct counsel to appear on their behalf of the Scheme Hearing and undertake to the Court to be bound by the terms of the Scheme insofar as it relates to BidCo or Tryg (as applicable) to the extent that all the Conditions (other than the Scheme Conditions and the Re-registration Condition) have been satisfied or waived prior to or on the date of the Scheme Hearing. The Bidders shall provide such documentation or information as may reasonably be required by the Target’s counsel or the Court, in relation to such undertaking. 6.4 Each Bidder shall inform the Target promptly following filing of any written submission by or on behalf of it (or any member of its Group) to the Panel seeking to invoke any of the Conditions.