Common use of Cooperation Agreement Clause in Contracts

Cooperation Agreement. Pursuant to the Cooperation Agreement, Bidco and TRG have, amongst other things, each agreed to: (i) cooperate in relation to obtaining any consents, clearances, permissions, waivers and/or approvals as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable Relevant Authority in connection with the Acquisition; and (ii) cooperate in preparing and implementing certain arrangements with respect to the TRG Share Plans and other employee-related matters. In addition, Xxxxx has agreed to certain provisions if the Scheme should switch to an Offer. The Cooperation Agreement is capable of termination in certain circumstances, including if the Acquisition is withdrawn, terminated or lapses, a third party announces a firm intention to make an offer for TRG which completes, becomes effective or becomes unconditional, if prior to the Long Stop Date any Condition has been invoked by Bidco (with the consent of the Panel), if the TRG Directors withdraw their recommendation of the Acquisition, if the Scheme does not become Effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Bidco and TRG. Pursuant to the terms of the Cooperation Agreement and the requirements of paragraph 3(g)(i) of Appendix 7 to the Takeover Code, Bidco undertakes that it will deliver a notice in writing to TRG and the Panel on the Business Day prior to the Sanction Hearing confirming either: (i) the satisfaction or waiver of the Conditions (other than the Scheme Conditions); or (ii) to the extent permitted by the Panel, that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions.

Cooperation Agreement. Pursuant Xxxxxx and Meggitt have entered into a cooperation agreement dated 2 August 2021, (the Cooperation Agreement) pursuant to which, among other things: • Xxxxxx has agreed to take or cause to be taken all necessary steps in order to secure the regulatory clearances and authorisations necessary to satisfy Conditions 3 to 20 (inclusive) of Part A of Appendix 1 to this announcement, in sufficient time to enable the Effective Date to occur prior to the Long-Stop Date; and • Xxxxxx and Meggitt have each agreed to certain undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made in relation to such regulatory clearances and authorisations. Under the terms of the Cooperation Agreement, Bidco and TRG have, amongst other things, each agreed to: (i) cooperate in relation to obtaining any consents, clearances, permissions, waivers and/or approvals as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable Relevant Authority in connection with the Acquisition; and (ii) cooperate in preparing and implementing certain arrangements with respect to the TRG Share Plans and other employee-related matters. In addition, Xxxxx Xxxxxx has agreed with Meggitt that it will offer a number of legally binding commitments to certain provisions if the Scheme should switch to an OfferHM Government, as further described at paragraph 9 above. The Cooperation Agreement is records the parties’ intentions to implement the Acquisition by way of Scheme, subject to the ability of Xxxxxx to implement the Acquisition by way of a Takeover Offer in certain circumstances set out in the Cooperation Agreement and with the consent of the Panel. The Cooperation Agreement will be capable of termination by either party in certain circumstances, including if the Acquisition is withdrawn, terminated or lapsesScheme does not become Effective by the Long-Stop Date, a third party announces a firm intention to make an offer for TRG which competing transaction completes, becomes effective or is declared or becomes unconditionalunconditional in all respects, if prior to the Long Stop Date any Condition has been invoked by Bidco Xxxxxx (with the consent in circumstances where invocation of the relevant Condition is permitted by the Panel), ) prior to the Long-Stop Date or if the TRG Directors withdraw their recommendation of the Acquisition, if the Scheme does not become Effective Acquisition is withdrawn or lapses in accordance with its terms prior to the Long-Stop Date. In addition, Xxxxxx may terminate the Cooperation Agreement on written notice to Meggitt where the Meggitt directors have publicly withdrawn, adversely qualified, adversely modified or failed to reaffirm or re-issue (when reasonably requested by Xxxxxx to do so) their unanimous and unconditional recommendation that Meggitt Shareholders vote in favour of the Scheme or a competing transaction is either recommended by the Long Stop Date directors of Meggitt or otherwise as agreed between Bidco and TRGcompletes, becomes effective or is declared or becomes unconditional in all respects. Pursuant to the terms of the Cooperation Agreement and the requirements of paragraph 3(g)(i) of Appendix 7 to the Takeover CodeAgreement, Bidco undertakes Xxxxxx has undertaken that it will deliver a notice in writing to TRG and the Panel Meggitt on the Business Day business day prior to the Sanction Scheme Court Hearing confirming either: (i) the satisfaction or waiver of the Conditions all conditions (other than the Scheme ConditionsCondition 2); or (ii) to the extent if permitted by the Panel, that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions. The Cooperation Agreement also contains provisions that will apply in respect of the Meggitt Share Schemes and certain other employee incentive arrangements. Clean Team Agreement Xxxxxx and Meggitt have entered into a due diligence clean team agreement dated 7 July 2021 (the Clean Team Agreement), which sets out how any confidential information that is commercially sensitive can be disclosed, used or shared for the purposes of due diligence, synergies evaluation, integration planning and regulatory clearance. Such commercially sensitive information must only be made available to the party receiving information through designated persons removed from day-to-day commercial or strategic operations and decisions and external professional advisers. The findings of such designated persons and external advisers may only be relayed to other employees, officers and directors of the receiving party in specified circumstances and subject to certain restrictions.

Cooperation Agreement. Pursuant City Pubs and Xxxxx’x have entered into a Cooperation Agreement dated 16 November 2023, pursuant to which Xxxxx’x has agreed to use all reasonable endeavours to obtain any regulatory clearances, or procure that any regulatory clearances are obtained and to satisfy the Conditions, or procure that the Conditions are satisfied, as soon as is reasonably practicable after entry into the Cooperation Agreement. City Pubs and Xxxxx’x have agreed to co-operate with each other and provide each other with all reasonable information, Bidco assistance and TRG haveaccess in a timely manner for the purposes of implementing the Transaction and/or in connection with any regulatory clearances. City Pubs and Xxxxx’x have also agreed to co-operate to promptly provide each other with such documentation, information, assistance and access as may reasonably be required for the preparation of the key shareholder documentation. The Cooperation Agreement will be terminated, amongst other things, each agreed to: things (i) cooperate upon written notice served by Xxxxx’x where: (a) the City Pubs Director’s recommend a competing proposal; (b) if the City Pubs Board’s recommendation changes in relation to obtaining any consents, clearances, permissions, waivers a manner that is adverse in the context of the Transaction; and/or approvals as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable Relevant Authority (c) certain milestones in connection with the AcquisitionScheme are not achieved in accordance with agreed timeframes; and (ii) cooperate in preparing and implementing certain arrangements with respect upon written notice of either party where: (a) prior to the TRG Share Plans and other employeeLong-related matters. In additionStop Date, Xxxxx a competing offer becomes effective or is declared unconditional; (b) the Transaction is withdrawn, terminates or lapses in accordance with its terms; (c) prior to the Long- Stop Date, a Condition which is either not capable of being waived or, where capable of being waived, Xxxxx’x has agreed to certain provisions confirmed that it will not waive said Condition, becomes incapable of satisfaction by the Long-Stop Date in circumstances where invocation of the relevant Condition is permitted by the Panel; and/or (d) the Scheme and/or the Resolutions are not approved at the Meetings; or (iii) if the Scheme should switch to an Offerparties agree in writing. The Cooperation Agreement is capable also contains provisions that will apply in respect of termination the proposals to be made in certain circumstances, including if the Acquisition is withdrawn, terminated or lapses, a third party announces a firm intention to make an offer for TRG which completes, becomes effective or becomes unconditional, if prior regard to the Long Stop Date any Condition has been invoked by Bidco (with the consent City Pubs Share Plans, pursuant to Rule 15 of the Panel), if the TRG Directors withdraw their recommendation of the Acquisition, if the Scheme does not become Effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Bidco and TRG. Pursuant to the terms of the Cooperation Agreement and the requirements of paragraph 3(g)(i) of Appendix 7 to the Takeover Code, Bidco undertakes that it will deliver a notice in writing to TRG and the Panel on the Business Day prior to the Sanction Hearing confirming either: (i) the satisfaction or waiver of the Conditions (other than the Scheme Conditions); or (ii) to the extent permitted by the Panel, that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions.

Cooperation Agreement. Pursuant Xxxxxx and Meggitt have entered into a cooperation agreement dated 2 August 2021, (the Cooperation Agreement) pursuant to which, among other things:  Xxxxxx has agreed to take or cause to be taken all necessary steps in order to secure the regulatory clearances and authorisations necessary to satisfy Conditions 3 to 20 (inclusive) of Part A of Appendix 1 to this announcement, in sufficient time to enable the Effective Date to occur prior to the Long-Stop Date; and  Xxxxxx and Meggitt have each agreed to certain undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made in relation to such regulatory clearances and authorisations. Under the terms of the Cooperation Agreement, Bidco and TRG have, amongst other things, each agreed to: (i) cooperate in relation to obtaining any consents, clearances, permissions, waivers and/or approvals as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable Relevant Authority in connection with the Acquisition; and (ii) cooperate in preparing and implementing certain arrangements with respect to the TRG Share Plans and other employee-related matters. In addition, Xxxxx Xxxxxx has agreed with Meggitt that it will offer a number of legally binding commitments to certain provisions if the Scheme should switch to an OfferHM Government, as further described at paragraph 9 above. The Cooperation Agreement is records the parties’ intentions to implement the Acquisition by way of Scheme, subject to the ability of Xxxxxx to implement the Acquisition by way of a Takeover Offer in certain circumstances set out in the Cooperation Agreement and with the consent of the Panel. The Cooperation Agreement will be capable of termination by either party in certain circumstances, including if the Acquisition is withdrawn, terminated or lapsesScheme does not become Effective by the Long-Stop Date, a third party announces a firm intention to make an offer for TRG which competing transaction completes, becomes effective or is declared or becomes unconditionalunconditional in all respects, if prior to the Long Stop Date any Condition has been invoked by Bidco Xxxxxx (with the consent in circumstances where invocation of the relevant Condition is permitted by the Panel), ) prior to the Long-Stop Date or if the TRG Directors withdraw their recommendation of the Acquisition, if the Scheme does not become Effective Acquisition is withdrawn or lapses in accordance with its terms prior to the Long-Stop Date. In addition, Xxxxxx may terminate the Cooperation Agreement on written notice to Meggitt where the Meggitt directors have publicly withdrawn, adversely qualified, adversely modified or failed to reaffirm or re-issue (when reasonably requested by Xxxxxx to do so) their unanimous and unconditional recommendation that Meggitt Shareholders vote in favour of the Scheme or a competing transaction is either recommended by the Long Stop Date directors of Meggitt or otherwise as agreed between Bidco and TRGcompletes, becomes effective or is declared or becomes unconditional in all respects. Pursuant to the terms of the Cooperation Agreement and the requirements of paragraph 3(g)(i) of Appendix 7 to the Takeover CodeAgreement, Bidco undertakes Xxxxxx has undertaken that it will deliver a notice in writing to TRG and the Panel Meggitt on the Business Day business day prior to the Sanction Scheme Court Hearing confirming either: (i) the satisfaction or waiver of the Conditions all conditions (other than the Scheme ConditionsCondition 2); or (ii) to the extent if permitted by the Panel, that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions. The Cooperation Agreement also contains provisions that will apply in respect of the Meggitt Share Schemes and certain other employee incentive arrangements. Clean Team Agreement Xxxxxx and Meggitt have entered into a due diligence clean team agreement dated 7 July 2021 (the Clean Team Agreement), which sets out how any confidential information that is commercially sensitive can be disclosed, used or shared for the purposes of due diligence, synergies evaluation, integration planning and regulatory clearance. Such commercially sensitive information must only be made available to the party receiving information through designated persons removed from day-to-day commercial or strategic operations and decisions and external professional advisers. The findings of such designated persons and external advisers may only be relayed to other employees, officers and directors of the receiving party in specified circumstances and subject to certain restrictions.

Cooperation Agreement. Pursuant Xxxxxx and Meggitt have entered into a cooperation agreement dated 2 August 2021, (the Cooperation Agreement) pursuant to which, among other things: • Xxxxxx has agreed to take or cause to be taken all necessary steps in order to secure the regulatory clearances and authorisations necessary to satisfy Conditions 3 to 20 (inclusive) of Part A of Appendix 1 to this announcement, in sufficient time to enable the Effective Date to occur prior to the Long-Stop Date; and • Xxxxxx and Meggitt have each agreed to certain undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made in relation to such regulatory clearances and authorisations. Under the terms of the Cooperation Agreement, Bidco and TRG have, amongst other things, each agreed to: (i) cooperate in relation to obtaining any consents, clearances, permissions, waivers and/or approvals as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable Relevant Authority in connection with the Acquisition; and (ii) cooperate in preparing and implementing certain arrangements with respect to the TRG Share Plans and other employee-related matters. In addition, Xxxxx Xxxxxx has agreed with Meggitt that it will offer a number of legally binding commitments to certain provisions if the Scheme should switch to an OfferHM Government, as further described at paragraph 9 above. The Cooperation Agreement is records the parties’ intentions to implement the Acquisition by way of Scheme, subject to the ability of Xxxxxx to implement the Acquisition by way of a Takeover Offer in certain circumstances set out in the Cooperation Agreement and with the consent of the Panel. The Cooperation Agreement will be capable of termination by either party in certain circumstances, including if the Acquisition is withdrawn, terminated or lapsesScheme does not become Effective by the Long-Stop Date, a third party announces a firm intention to make an offer for TRG which competing transaction completes, becomes effective or is declared or becomes unconditionalunconditional in all respects, if prior to the Long Stop Date any Condition has been invoked by Bidco Xxxxxx (with the consent in circumstances where invocation of the relevant Condition is permitted by the Panel), ) prior to the Long-Stop Date or if the TRG Directors withdraw their recommendation of the Acquisition, if the Scheme does not become Effective Acquisition is withdrawn or lapses in accordance with its terms prior to the Long-Stop Date. In addition, Xxxxxx may terminate the Cooperation Agreement on written notice to Meggitt where the Meggitt directors have publicly withdrawn, adversely qualified, adversely modified or failed to reaffirm or re-issue (when reasonably requested by Xxxxxx to do so) their unanimous and unconditional recommendation that Xxxxxxx Xxxxxxxxxxxx vote in favour of the Scheme or a competing transaction is either recommended by the Long Stop Date directors of Meggitt or otherwise as agreed between Bidco and TRGcompletes, becomes effective or is declared or becomes unconditional in all respects. Pursuant to the terms of the Cooperation Agreement and the requirements of paragraph 3(g)(i) of Appendix 7 to the Takeover CodeAgreement, Bidco undertakes Xxxxxx has undertaken that it will deliver a notice in writing to TRG and the Panel Meggitt on the Business Day business day prior to the Sanction Scheme Court Hearing confirming either: (i) the satisfaction or waiver of the Conditions all conditions (other than the Scheme ConditionsCondition 2); or (ii) to the extent if permitted by the Panel, that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions. The Cooperation Agreement also contains provisions that will apply in respect of the Meggitt Share Schemes and certain other employee incentive arrangements. Clean Team Agreement Xxxxxx and Meggitt have entered into a due diligence clean team agreement dated 7 July 2021 (the Clean Team Agreement), which sets out how any confidential information that is commercially sensitive can be disclosed, used or shared for the purposes of due diligence, synergies evaluation, integration planning and regulatory clearance. Such commercially sensitive information must only be made available to the party receiving information through designated persons removed from day-to-day commercial or strategic operations and decisions and external professional advisers. The findings of such designated persons and external advisers may only be relayed to other employees, officers and directors of the receiving party in specified circumstances and subject to certain restrictions.