Firefly Options Clause Samples
Firefly Options.
(a) Firefly and Gascoyne must, as soon as possible after the date of this deed, take all action necessary to ensure that there are no outstanding Firefly Options on or after the Implementation Date.
(b) Without limiting the generality of clause 4.6, Firefly and Gascoyne must cause all outstanding Firefly Options to:
(1) be exercised in accordance with their terms by no later than the Business Day before the Scheme Record Date; or
(2) to the exent the Firefly Options are not exercised before the Scheme Record Date, be transferred or cancelled in accordance with an Option Cancellation Deed by no later than the Implementation Date, and, if applicable, make any necessary waiver applications or requests for ASX consent under the ASX Listing Rules in respect of the actions under this clause 4.6(b).
(c) Subject to the terms and conditions of the Option Cancellation Deeds, the transactions which form part of the cancellation of the Firefly Options will be implemented in the following sequence:
(1) the Firefly Options will be cancelled; and
(2) in exchange, Gascoyne will cause each holder of Firefly Options to receive the Option Consideration for each Firefly Option held by that Firefly Option holder to the extent the Firefly Options are not exercised in accordance with clause 4.6(b)(1). 5 Implementation
5.1 Timetable
(a) Subject to clause 5.1(b), the parties must each use all reasonable endeavours to:
(1) comply with their respective obligations under this clause 5; and
(2) take all necessary steps and exercise all rights necessary to implement the Transaction, in accordance with the Timetable.
(b) Failure by a party to meet any timeframe or deadline set out in the Timetable will not constitute a breach of clause 5.1(a) to the extent that such failure is due to circumstances and matters outside the party’s control or due to Firefly taking or omitting to take any action in response to a Firefly Competing Proposal or due to Gascoyne taking or omitting to take any action in response to a Gascoyne Competing Proposal as permitted or contemplated by this deed.
(c) Each party must keep the other informed about their progress against the Timetable and notify each other if it believes that any of the dates in the Timetable are not achievable.
(d) To the extent that any of the dates or timeframes set out in the Timetable become not achievable due to matters outside of a party’s control, the parties will consult in good faith to agree to any necessary extension to ensure s...