Consultation Process. 2.1 The Seller Parties agree to: (i) initiate the Consultation Process as soon as reasonably practicable, and in any event no later than ten (10) Business Days, after the Put Option Date; (ii) conduct in accordance with applicable Laws the Consultation Process regarding the Contemplated Transaction; and (iii) use reasonable best efforts to obtain an opinion (whether favorable or not) from the Works’ Council in relation to the Contemplated Transaction in accordance with French labor Laws as promptly as practicable following the date on which the Consultation Process has been initiated. 2.2 For the purpose of this Put Option Agreement, the date of completion of the Consultation Process shall be the earlier of: (i) the date of the meeting of the Works’ Council during which the Works’ Council issued its opinion in connection with the Contemplated Transaction and; (ii) if the Works’ Council has not issued an opinion in connection with the Contemplated Transaction, upon the expiration of the applicable period provided under Article R. 2312-6 of the French Labor Code or any longer period as may be ordered by the competent court in accordance with the second-last paragraph of Article L. 2312-15 of the French Labor Code, the date upon which such applicable period or longer period ordered by the competent court expires. 2.3 The Seller Parties shall use reasonable best efforts to complete the Consultation Process as promptly as practicable, by: 2.3.1 calling and attending any necessary meetings of the Works’ Council; 2.3.2 providing to the Works’ Council the information and documentation reasonably necessary to complete the Consultation Process; 2.3.3 keeping the Buyer reasonably informed of the progress of the Works’ Council and of any material issues or questions arising therefrom, including by (i) providing the Buyer with any material documents proposed to be given to the Works’ Council in advance of such material documents being given to them, and taking into consideration, in good faith, any reasonable comments that would be made by the Buyer in relation to such material documents and (ii) providing the Buyer with any material written correspondence, notices or communications issued by the Works’ Council (or any expert appointed) in the context of the Consultation Process, subject, in each case, to legal or customary confidentiality requirements; 2.3.4 keeping the Buyer regularly and timely informed of the progress of the Consultation Process and providing such assistance as may reasonably be required by the Buyer in relation thereto; and 2.3.5 more generally providing all reasonable assistance and cooperation, in accordance with legal requirements and customary practice in transactions similar to the Contemplated Transaction, with a view to completing the Consultation Process on a timely basis. 2.4 The Seller Parties undertake: 2.4.1 not to (and to cause Group Companies and their respective representatives not to) give any undertaking or commitment to the Works’ Council, trade unions, other employee representatives and/or employees on behalf of Buyer in connection with the Consultation Process with respect to the Contemplated Transaction or the Buyer (or the Group Companies), unless Buyer has given its prior written consent to such undertaking or commitment; 2.4.2 notify the Buyer of the completion of the Consultation Process within two (2) Business Days following the date of completion (as determined in accordance with Clause 2.2); and 2.4.3 provide the Buyer with an extract of the minutes containing the opinion of the Works’ Council, within two (2) Business Days following the Seller’s receipt of the same. 2.5 The Buyer undertakes to use reasonable best efforts to co-operate with the Seller Parties with respect to the Consultation Process by: 2.5.1 providing the Seller with any available document or information which the Works’ Council would reasonably request in connection with the Consultation Process, including, but not limited to, information relating to the Buyer’s background, history and presence in France, and the Buyer’s perspectives on business conducted by the Group Companies, and potential headcount evolution, subject only, in each case, to legal or customary confidentiality requirements; 2.5.2 designating a representative to attend any of the Works’ Council meetings, upon written request made by the Seller, and meeting with members of the Works’ Council where and when reasonably requested by any members of the Works’ Council and subject to reasonable prior written notice; and 2.5.3 more generally providing all reasonable assistance and cooperation, in accordance with legal requirements and customary practice in transactions similar to the Contemplated Transaction, with a view to completing the Consultation Process on a timely basis. 2.6 The Buyer and the Seller Parties will consult with each other and consider in good faith any issues and proposals in relation to the Contemplated Transaction that may be raised as part of the Consultation Process, provided however that neither the Buyer nor the Seller shall be obliged to agree to any modification, variation or amendment of the terms of this Put Option Agreement, the EPA or the Contemplated Transaction by virtue of the Consultation Process.
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Consultation Process. 2.1 (a) The Seller Parties agree to: (i) initiate Purchasers Parent acknowledge that the Consultation Process as soon as reasonably practicable, and in any event no later than ten (10) Business Days, after exercise of the Put Option Date; by the Beneficiaries is subject to (iia) conduct the Works’ Councils listed in paragraph 1 and 2 of Schedule 4 (the French Works’ Councils) being informed and consulted on the Transaction (the French Consultation Process) and (b) the Works’ Council listed in paragraph 3 of Schedule 4 (the Dutch Works’ Council) being informed and consulted on the Transaction and on any potential related financing commitment or security to be provided by, over or entered into by ▇▇▇▇▇ Alkmaar B.V.) (the Dutch Consultation Process), each in accordance with applicable Laws (collectively, the Consultation Process).
(b) The Beneficiaries Representative agrees and undertakes to, and procures that all the other Beneficiaries shall:
(i) cause the Consultation Process regarding to be initiated within seven Business Days following the Contemplated Transaction; and Put Option Date, provided that the Purchasers comply with their undertakings under Clause 2(g)i in a timely manner (iiithe Consultation Process Initiating Date);
(ii) use reasonable their best efforts to obtain an opinion (whether favorable or not) from the Works’ Council in relation to the Contemplated Transaction in accordance with French labor Laws as promptly as practicable following the date on which conduct the Consultation Process has been initiateddiligently with a view to completing it as soon as reasonably possible following the Consultation Process Initiating Date.
2.2 (c) For the purpose of this Put Option AgreementLetter, the date of completion of the French Consultation Process shall be deemed completed on the earlier of: of (i) the date of the meeting during which, following their information and consultation in accordance with applicable Law, the French Works’ Councils will have delivered a final opinion regarding the Transaction or (ii) failing an express opinion from the French Works’ Councils, the date on which the French Works’ Councils will be deemed to have rendered a final opinion pursuant to applicable Laws (or, with respect to ▇▇▇▇▇ European works council, in accordance with the agreement setting such council).
(d) For the purpose of this Put Option Letter, the Dutch Consultation Process shall be deemed completed if either it is completed in a way that is consistent with the advice of the Dutch Works’ Council, or the Dutch Works’ Council has waived its right of advice in writing. If the Dutch Consultation Process is completed in a way that deviates from the Dutch Works’ Council’s advice, the Dutch Consultation Process shall be satisfied if:
(i) the Dutch Works’ Council has waived its rights in writing to initiate legal proceedings pursuant to article 26 of the Dutch Works Councils Act;
(ii) the applicable waiting period pursuant to article 25(6) of the Dutch Works Councils Act has lapsed without the Dutch Works’ Council having initiated legal proceedings pursuant to article 26 of the Dutch Works Councils Act; or
(iii) any legal proceedings initiated by the Dutch Works’ Council pursuant to article 26 of the Dutch Works Councils Act (including any appeals) have been dismissed to the effect that no measures obstructing the implementation of the Transaction (and any related financing commitment or security to be provided by, over or entered into by ▇▇▇▇▇ Alkmaar B.V.) are imposed by the Dutch Enterprise Chamber (Ondernemingskamer) and any such dismissal is no longer subject to appeal (in ▇▇▇▇▇▇ van gewijsde). In the event that the Dutch Enterprise Chamber decides in a final order in favour of the Dutch Works’ Council, the Beneficiaries shall, or procures that ▇▇▇▇▇ Alkmaar B.V. shall, re-open the consultation with the Dutch Works’ Council, taking the Dutch Enterprise Chamber’s decision into account. EXECUTION VERSION
(e) The Consultation Process shall be deemed completed once both the French Consultation Process and the Dutch Consultation Process are completed in accordance with paragraphs (c) and (d) of this Clause 2, respectively.
(f) The Beneficiaries Representative undertakes to, and procures that all the Beneficiaries and ▇▇▇▇▇ Alkmaar B.V. shall, keep the Purchasers Parent regularly informed of the status of the Consultation Process, as far as reasonably practicable and subject to applicable antitrust Laws, including by:
(i) providing the Purchasers with any material documents and information to be communicated to the Works’ Council during which Councils (or any appointed expert) prior to their disclosure to the Works’ Council issued Councils (including the draft of the request for advice to the Dutch Works’ Council) as long as those documents and information relate to the Transaction (for the avoidance of doubt, none of the Beneficiaries shall be under any duty to disclose any information or documents relating to the Beneficiaries Group’s organization or plans for its opinion retained entities and employees further to completion of the Transaction), in order (i) to give the Purchasers the opportunity to review and comment on them and (ii) for the Beneficiaries to give due regard and consideration to any reasonable comments provided by or on behalf of the Purchasers;
(ii) providing the Purchasers with copies of all material written correspondence, notices and other communications, including questions raised by the Works’ Councils, received by any of the Beneficiaries or the Group Companies in connection with the Contemplated Transaction and; (ii) if the Works’ Council has not issued an opinion in connection with the Contemplated TransactionConsultation Process, upon the expiration as soon as reasonably practicable after receipt of the applicable period provided under Article R. 2312-6 same;
(iii) providing the Purchasers with an extract of the French Labor Code or any longer period as may be ordered by the competent court in accordance with the second-last paragraph draft (if available) and final minutes of Article L. 2312-15 of the French Labor Code, the date upon which such applicable period or longer period ordered by the competent court expires.
2.3 The Seller Parties shall use reasonable best efforts to complete the Consultation Process as promptly as practicable, by:
2.3.1 calling and attending any necessary all meetings of the Works’ Council;
2.3.2 providing Councils relating to the Works’ Council the information Transaction (and documentation reasonably necessary any potential related financing commitment or security to complete be provided by or over or entered into by ▇▇▇▇▇ Alkmaar B.V.) during the Consultation Process;
2.3.3 keeping the Buyer reasonably informed of the progress of the Works’ Council and of any material issues or questions arising therefrom, including by (i) providing the Buyer with any material documents proposed to be given to the Works’ Council in advance of such material documents being given to them, and taking into consideration, in good faith, any reasonable comments that would be made by the Buyer in relation to such material documents and (ii) providing the Buyer with any material written correspondence, notices or communications issued final opinion/advice delivered by the Works’ Council Councils no later than five Business Days after obtaining the same.
(or any expert appointedg) in The Purchasers Parent undertakes to, and procures that the context of Purchasers shall, co-operate with the Beneficiaries and the relevant Group Companies, with respect to the Consultation Process, subjectincluding by:
i. providing no later than within four Business Days following the Put Option Date all relevant information reasonably requested by the Beneficiaries Representative, acting on behalf of the Beneficiaries, and/or the relevant Group Companies in each case, relation to legal or customary confidentiality requirementsthe Transaction (which shall notably include a presentation of the Purchasers’ organization and information regarding the Purchasers’ foreseeable plans for the Group Companies and their management and employees);
2.3.4 keeping ii. providing the Buyer regularly and timely informed Beneficiaries Representative, acting on behalf of the progress of Beneficiaries, and the Consultation Process and providing such assistance as relevant Group Companies with any document or information which the Works’ Councils or any expert that may reasonably be required appointed by the Buyer in relation theretoWorks’ Councils, would reasonably request;
iii. designating a representative to attend meetings of each Works’ Council, upon reasonable request made by the Beneficiaries and with reasonable notice; and
2.3.5 iv. more generally providing all reasonable assistance and cooperation, in accordance with legal requirements and customary practice in transactions similar to the Contemplated Transaction, cooperation with a view to completing complete the Consultation Process on in a timely basis.fashion. EXECUTION VERSION
2.4 (h) The Seller Parties undertake:
2.4.1 not Beneficiaries Representative undertakes to, and procures that all other Beneficiaries and Group Companies shall, coordinate with the Purchasers and obtain the Purchasers’ written consent prior to (and i) making any communication to cause any Works’ Councils regarding the Purchasers’ intentions concerning the future operations of the business carried out by the Group Companies and their respective representatives the Suzhou Business (ii) disclosing to any Works Council any information provided by the Purchasers expressly identified by the Purchasers Parent as sensitive or confidential information.
(i) The Beneficiaries Representative undertakes not to, and procures that all other Beneficiaries and Group Companies shall not, make any commitment whatsoever (or enter into any agreement or understanding) give that would impose any undertaking obligation or commitment to adversely affect the Works’ CouncilPurchasers, trade unionsany of its Representatives or any Group Company before or after Completion, other employee representatives and/or vis-à-vis the employees on behalf of Buyer in connection with the Consultation Process any Group Company or their representative bodies (including, without limitation, with respect to the Contemplated Transaction terms of employment, employment preservation, employment benefits or equity arrangements of the Buyer (or employees of the Group Companies)) other than those provided for in this Put Option Letter or in the SPA, unless Buyer has given its without the prior written consent to such undertaking or commitment;
2.4.2 notify the Buyer of the completion of the Consultation Process within two (2) Business Days following the date of completion (as determined in accordance with Clause 2.2); and
2.4.3 provide the Buyer with an extract of the minutes containing the opinion of the Works’ Council, within two (2) Business Days following the Seller’s receipt of the samePurchasers Parent.
2.5 The Buyer undertakes to use reasonable best efforts to co-operate with the Seller Parties with respect to the Consultation Process by:
2.5.1 providing the Seller with any available document or information which the Works’ Council would reasonably request in connection with the Consultation Process, including, but not limited to, information relating to the Buyer’s background, history and presence in France, and the Buyer’s perspectives on business conducted by the Group Companies, and potential headcount evolution, subject only, in each case, to legal or customary confidentiality requirements;
2.5.2 designating a representative to attend any of the Works’ Council meetings, upon written request made by the Seller, and meeting with members of the Works’ Council where and when reasonably requested by any members of the Works’ Council and subject to reasonable prior written notice; and
2.5.3 more generally providing all reasonable assistance and cooperation, in accordance with legal requirements and customary practice in transactions similar to the Contemplated Transaction, with a view to completing the Consultation Process on a timely basis.
2.6 The Buyer and the Seller Parties will consult with each other and consider in good faith any issues and proposals in relation to the Contemplated Transaction that may be raised as part of the Consultation Process, provided however that neither the Buyer nor the Seller shall be obliged to agree to any modification, variation or amendment of the terms of this Put Option Agreement, the EPA or the Contemplated Transaction by virtue of the Consultation Process.
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Consultation Process. 2.1 The Seller Parties 3.1 We acknowledge and agree that, in accordance with applicable law, before any decision is made by the Beneficiary to enter into the French Asset Purchase Agreement in connection with the contemplated Transaction, the works council (comité social et économique) of the Beneficiary (the "Works Council") shall be consulted about the Transaction (the "Consultation Process").
3.2 By countersigning this agreement, you shall (within the limit of your powers) and shall cause the management of the Beneficiary to: (i) initiate the Consultation Process , as soon as reasonably practicable, practicable after the Put Option Date and in any event no later than ten (10) Business Days, Days after the Put Option Date; , convene meeting(s) of the Works Council, and conduct diligently the Consultation Process in order to complete the Consultation Process as soon as reasonably practicable after the Put Option Date and in any event prior to the end of the Option Period.
3.3 We hereby undertake to, and to cause our Affiliates to, (i) upon request from you, provide you with any relevant document or information (including with respect to the structure chart of the Buyer and its Affiliates, the financing of the Transaction and our prospects for the French Business) reasonably required for the purposes of the Consultation Process, including in order to answer promptly to the questions that may be raised by the Works Council (or by any expert appointed by the Works Council as part of the Consultation Process), provided that we shall not be required to disclose any confidential or commercial sensitive information pertaining to the Buyer, its Affiliates or their respective businesses and affairs, (ii) conduct in accordance with applicable Laws upon request from you, use reasonable effort to, upon reasonable notice, participate into the Consultation Process regarding and cause senior representatives of the Contemplated Transaction; and Buyer and/or its Affiliates to attend meetings with the Works Council organised by you as part of the Consultation Process, and, more generally, (iii) use reasonable best efforts to obtain an opinion (whether favorable or not) from the Works’ Council fully cooperate with you in relation to the Contemplated Transaction in accordance connection with French labor Laws as promptly as practicable following the date on which the Consultation Process has been initiatedwith a view to obtaining the opinion of the Works Council as soon as practicable as from the Put Option Date and avoid taking any act likely to prevent or delay the obtaining the opinion of the Works Council.
2.2 3.4 For the purpose of this Put Option Agreementagreement, the date of completion of the Consultation Process shall be deemed to have been completed in relation to the earlier ofcontemplated Transaction if either: (ia) the date Works Council has issued an opinion (either express (positive or negative) or implied) with respect to the contemplated Transaction as documented by duly signed minutes of the meeting of the Works’ Council (or an excerpt thereof) during which such opinion has been issued; or (b) in the Works’ absence of any such opinion, the Works Council issued its opinion in connection with the Contemplated Transaction and; (ii) if the Works’ Council has not issued is deemed to have rendered an opinion in connection with the Contemplated Transaction, upon following the expiration of the applicable period provided under Article article R. 2312-6 of the French Labor Code (or any the expiry of such longer period as may be ordered by the competent court in accordance with the second-last paragraph of Article article L. 2312-15 of the French Labor Code, the date upon which such applicable period or longer period ordered by the competent court expires).
2.3 The Seller Parties shall use reasonable best efforts to complete the Consultation Process as promptly as practicable, by:
2.3.1 calling and attending any necessary meetings of the Works’ Council;
2.3.2 providing to the Works’ Council the information and documentation reasonably necessary to complete the Consultation Process;
2.3.3 keeping the Buyer reasonably informed of the progress of the Works’ Council and of any material issues or questions arising therefrom, including by (i) providing the Buyer with any material documents proposed to be given to the Works’ Council in advance of such material documents being given to them, and taking into consideration, in good faith, any reasonable comments that would be made by the Buyer in relation to such material documents and (ii) providing the Buyer with any material written correspondence, notices or communications issued by the Works’ Council (or any expert appointed) in the context of the Consultation Process, subject, in each case, to legal or customary confidentiality requirements;
2.3.4 keeping the Buyer regularly and timely informed of the progress of the Consultation Process and providing such assistance as may reasonably be required by the Buyer in relation thereto; and
2.3.5 more generally providing all reasonable assistance and cooperation, in accordance with legal requirements and customary practice in transactions similar to the Contemplated Transaction, with a view to completing the Consultation Process on a timely basis.
2.4 The Seller Parties undertake:
2.4.1 not to (and to cause Group Companies and their respective representatives not to) give any undertaking or commitment to the Works’ Council, trade unions, other employee representatives and/or employees on behalf of Buyer in connection with the Consultation Process with respect to the Contemplated Transaction or the Buyer (or the Group Companies), unless Buyer has given its prior written consent to such undertaking or commitment;
2.4.2 notify the Buyer of the completion of the Consultation Process within two (2) Business Days following the date of completion (as determined in accordance with Clause 2.2); and
2.4.3 provide the Buyer with an extract of the minutes containing the opinion of the Works’ Council, within two (2) Business Days following the Seller’s receipt of the same.
2.5 The Buyer undertakes to use reasonable best efforts to co-operate with the Seller Parties with respect to the Consultation Process by:
2.5.1 providing the Seller with any available document or information which the Works’ Council would reasonably request in connection with the Consultation Process, including, but not limited to, information relating to the Buyer’s background, history and presence in France, and the Buyer’s perspectives on business conducted by the Group Companies, and potential headcount evolution, subject only, in each case, to legal or customary confidentiality requirements;
2.5.2 designating a representative to attend any of the Works’ Council meetings, upon written request made by the Seller, and meeting with members of the Works’ Council where and when reasonably requested by any members of the Works’ Council and subject to reasonable prior written notice; and
2.5.3 more generally providing all reasonable assistance and cooperation, in accordance with legal requirements and customary practice in transactions similar to the Contemplated Transaction, with a view to completing the Consultation Process on a timely basis.
2.6 The Buyer and the Seller Parties will consult with each other and consider in good faith any issues and proposals in relation to the Contemplated Transaction that may be raised as part of the Consultation Process, provided however that neither the Buyer nor the Seller shall be obliged to agree to any modification, variation or amendment of the terms of this Put Option Agreement, the EPA or the Contemplated Transaction by virtue of the Consultation Process.
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Sources: Master Asset Purchase Agreement (Sierra Wireless Inc)
Consultation Process. 2.1 The Purchaser acknowledges and agrees that, in accordance with applicable law, before any decision is made by the Seller Parties agree to: to exercise the Put Option or to enter into the SPA in connection with the Transaction, there is an obligation to inform and consult the social and economic committee (ithe “SEC”) of Smiths Medical France SAS (“Smiths France”) in connection with the Transaction (the “Consultation Process”).
2.2 The Seller will cause Smiths France to initiate the Consultation Process as soon as reasonably practicablepracticable after, and in any event no later than ten within five (105) Business DaysDays after, after the Put Option Date; (ii) conduct in accordance with applicable Laws signing of this Deed.
2.3 Without prejudice to paragraph 2.8 below, the Consultation Process regarding the Contemplated Transaction; and (iii) Seller will use reasonable its best efforts to obtain an the opinion (whether favorable or not) from of the Works’ Council in relation SEC as soon as reasonably practicable after the date hereof.
2.4 The Consultation Process shall be deemed duly completed if the SEC has issued a final opinion with respect to the Contemplated Transaction in accordance with French labor Laws as promptly as practicable following or, failing such opinion being issued, on the date on which the Consultation Process has been initiatedSEC will be deemed to have rendered a final opinion in accordance with the provisions of the French labour code.
2.2 For 2.5 The applicable maximum legal deadline set forth under the purpose French labour code may be extended by the agreement in writing of this Put Option Agreementthe Seller and the Purchaser, such agreement from the Purchaser not to be unreasonably withheld or delayed.
2.6 The Seller shall notify the Purchaser within one (1) Business Day of the date of completion of the Consultation Process (in accordance with this Deed) and provide evidence of the final opinion rendered or deemed to have been rendered.
2.7 The Purchaser agrees that, upon request of the Seller, it shall, and shall cause each other member of the Purchaser’s Group to:
(a) cooperate in relation to the Consultation Process, provide in a timely manner all reasonable assistance and information that the Seller, the Group Companies, their respective representatives, the employees’ representatives bodies or any expert appointed in connection therewith, may request to allow the management of Smiths France to fulfil their obligations in relation to the Consultation Process, including by providing (subject, where legally permissible, to the execution of appropriate confidentiality provisions reasonably satisfactory to the Purchaser) presentations, a structure chart of the Purchaser, its background and history and the Purchaser’s plans for the Group, its management and its employment policy; and
(b) subject to reasonable notice being given procure that at least one senior representative of the Purchaser attend meeting(s) of the SEC (which shall, where reasonably practicable, be held virtually or at least the attendance of the representative shall be virtual by telephone or other electronic means) and meet (virtually, as aforesaid) with the earlier of: relevant employees’ representatives if requested by the Seller with reasonable prior notice.
2.8 The Seller shall (iand shall procure that any relevant member of the Seller’s Group shall), subject to applicable law and regulation:
(a) circulate notices to convene a meeting of the SEC as soon as reasonably practicable after the date of this Deed (and not later than five (5) Business Day hereafter), to the meeting extent that this has not taken place before the date of this Deed;
(b) conduct diligently the Consultation Process in respect of the Works’ Council during which SEC, including, without limitation, providing the Works’ Council issued its opinion SEC with relevant information as soon as reasonably practicable as required in connection with the Contemplated Transaction and; (ii) if the Works’ Council has not issued an opinion in connection with the Contemplated Transaction, upon the expiration of the applicable period provided under Article R. 2312-6 of the French Labor Code or any longer period as may be ordered by the competent court in accordance with the second-last paragraph of Article L. 2312-15 of the French Labor Code, the date upon which such applicable period or longer period ordered by the competent court expires.
2.3 The Seller Parties shall use reasonable best efforts to complete the Consultation Process as promptly as practicable, by:
2.3.1 calling and attending any necessary meetings of the Works’ Council;
2.3.2 providing to the Works’ Council the information and documentation reasonably necessary to complete the Consultation Process;
2.3.3 keeping (c) not do anything that is likely to prejudice or delay the Buyer reasonably informed obtaining of an opinion from the progress of the Works’ Council and of any material issues or questions arising therefrom, including by (i) providing the Buyer SEC with any material documents proposed respect to be given to the Works’ Council in advance of such material documents being given to them, and taking into consideration, in good faith, any reasonable comments that would be made by the Buyer in relation to such material documents and (ii) providing the Buyer with any material written correspondence, notices or communications issued by the Works’ Council (or any expert appointed) in the context of the Consultation Process, subject, in each case, to legal or customary confidentiality requirements;
2.3.4 keeping (d) keep the Buyer regularly and timely Purchaser informed of the progress of the Consultation Process on a regular basis and providing such assistance as may reasonably be required provide the Purchaser with all material requests raised by the Buyer SEC and any material documentation shared with the SEC;
(e) provide the Purchaser with the draft information notice (note d’information) and other substantive materials (together the “SEC Documents”) to be provided to the SEC with respect to Smiths France and the Transaction and shall where practicable (i) offer the Purchaser a reasonable opportunity to discuss the content of the SEC Documents and (ii) take due consideration of any reasonable comments the Purchaser may have in relation theretoto SEC Documents, in each case in so far as such documents or comments relate to the description of the Purchaser and the social consequences (if any) on the employees of Smiths France of the Transaction, prior to disclosure to the SEC; and
2.3.5 more generally providing all reasonable assistance and cooperation, in accordance with legal requirements and customary practice in transactions similar to the Contemplated Transaction, with a view to completing the Consultation Process on a timely basis.
2.4 The Seller Parties undertake:
2.4.1 (f) not to (and to cause Group Companies and their respective representatives not to) make any offer or commitment or give any undertaking or commitment to the Works’ Council, trade unions, other employee representatives and/or employees on behalf of Buyer in connection make any agreement with the Consultation Process SEC with respect to Smiths France or the Purchaser (or any member of the Purchaser’s Group) (including with respect to the Contemplated Transaction or the Buyer (or terms of employment and employment benefits granted to employees of the Group Companies), unless Buyer has given its ) without the prior written consent to such undertaking or commitment;
2.4.2 notify the Buyer of the completion of the Consultation Process within two (2) Business Days following the date of completion (as determined in accordance with Clause 2.2); and
2.4.3 provide the Buyer with an extract of the minutes containing the opinion of the Works’ Council, within two (2) Business Days following the Seller’s receipt of the samePurchaser.
2.5 2.9 The Buyer undertakes to use reasonable best efforts to co-operate with the Seller Parties with respect to the Consultation Process by:
2.5.1 providing the Seller with any available document or information which the Works’ Council would reasonably request in connection with the Consultation ProcessPurchaser understands that, including, but not limited to, information relating to the Buyer’s background, history and presence in France, and the Buyer’s perspectives on business conducted by the Group Companies, and potential headcount evolution, subject only, in each case, to legal or customary confidentiality requirements;
2.5.2 designating a representative to attend any of the Works’ Council meetings, upon written request made by the Seller, and meeting with members of the Works’ Council where and when reasonably requested by any members of the Works’ Council and subject to reasonable prior written notice; and
2.5.3 more generally providing all reasonable assistance and cooperation, in accordance with legal requirements and customary practice in transactions similar to the Contemplated Transaction, with a view to completing the Consultation Process on a timely basis.
2.6 The Buyer and the Seller Parties will consult with each other and consider in good faith any issues and proposals in relation to the Contemplated Transaction that may be raised as part following completion of the Consultation Process, provided however that neither the Buyer nor a final decision will be made by the Seller shall be obliged to agree to any modification, variation or amendment of regarding the terms of this Put Option Agreement, the EPA or the Contemplated Transaction by virtue of the Consultation ProcessTransaction.
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