Common use of Information Documents Clause in Contracts

Information Documents. 15.1 As promptly as practicable after the date hereof, AF shall prepare, with the co-operation of KL, documentation and required tender offer and listing prospectuses and recommendation statements in the English and French languages and with a Dutch summary as applicable, that will constitute the basis for (i) the Exchange Offer, (ii) the listing of the AF Shares, AF ADSs, AF Warrants and the AF ADSs and AF Shares to be delivered on exercise of the AF Warrants to be issued pursuant to the Exchange Offer on Euronext Paris, on Euronext Amsterdam and on the NYSE, as applicable, and (iii) all required documentation for the AF Meeting and the KL Meeting (collectively the “Information Documents”). AF or KL, as the case may be, shall each transmit such information concerning it as the other Party may reasonably request in connection with such actions and the preparation of the Information Documents. On the Commencement Date, the appropriate Information Documents will be mailed or otherwise made available to the AF Shareholders and/or the KL Shareholders, as the case may be. AF and KL shall cause the Information Documents to comply as to form and substance in all material respects with the Legal Requirements. 15.2 The Information Documents shall include the unconditional recommendation of the AF Board that the AF Shareholders vote as anticipated in Clause 17, provided, however, that the AF Board may, at any time prior to the Closing Date, amend, modify, withdraw, condition or qualify any such recommendation and may take any action or make any statement inconsistent with such recommendation if the AF Board determines in its good faith judgment, after taking advice from independent legal counsel and after consultation with KL, that failure to so amend, modify, withdraw, condition or qualify its recommendation or to take such action or make such statement would cause the AF Board to breach its fiduciary duties to AF or AF Shareholders under Legal Requirements. 15.3 The Information Documents shall include the unanimous, unqualified and unconditional recommendation of the KL MB and the KL Supervisory Board that the KL Common Shareholders and the KL NYRS Holders accept the Exchange Offer, provided however, that the KL MB and the KL Supervisory Board may, at any time prior to the Closing Date, amend, modify, withdraw, condition or qualify any such recommendation and may take any action or make any statement inconsistent with such recommendation if the KL MB and the KL Supervisory Board determine in their good faith judgment, after taking advice from independent legal counsel and after consultation with AF, that failure to so amend, modify, withdraw, condition or qualify their recommendation or to take such action or make such statement would cause the KL MB and the KL Supervisory Board to breach their fiduciary duties to KL or KL Shareholders under Legal Requirements. 15.4 No amendment or supplement to the Information Documents will be made without the approval of AF and KL, which approval shall not be unreasonably withheld or delayed. Each of AF and KL will advise the other, promptly after it receives notice thereof, of any request by any relevant authority for amendment of any of the Information Documents or comments thereon and responses thereto or requests by any relevant authority for additional information. 15.5 As soon as reasonably practicable after the date hereof, AF shall file with the SEC a Registration Statement on Form F-4 registering the AF Shares and AF Warrants offered to KL Common Shareholders in the United States pursuant to the Exchange Offer, including the maximum number of AF Shares and AF ADSs that may be delivered upon exercise of the AF Warrants (together with any exhibits, amendments and supplements thereto and any material incorporated by reference therein, (the “F-4 Registration Statement”) and shall arrange for the filing of a Registration Statement on Form F-6 registering the AF ADSs offered to KL NYRS Holders in the United States (together with any exhibits, amendments and supplements thereto and any material incorporated by reference therein the “ADS Registration Statement” and, together with the F-4 Registration Statement, the “Registration Statements”). AF shall use its reasonable best efforts to have the Registration Statements declared effective by the SEC at the earliest practicable date and to keep the Registration Statements effective as long as is necessary to consummate the Exchange Offer. AF shall also, immediately prior to the commencement of the exercise period for the AF Warrants, use its reasonable best efforts to amend the Registration Statements or file new registration statements, as applicable, and to have the same be declared effective by the SEC, insofar as such statements relate to the AF Shares and the AF ADSs to be delivered on exercise of the AF Warrants. AF shall also take any action required to be taken under applicable blue sky or securities laws in connection with the issuance of AF Shares, AF ADSs and AF Warrants pursuant to the Exchange Offer or pursuant to the exercise of the the AF Warrants, and KL shall furnish all information concerning KL as AF may reasonably request in connection with such action. KL shall assist and co-operate with AF in the preparation of the Registration Statements and shall use its reasonable best efforts to assist AF to have the Registration Statements declared effective by the SEC at the earliest practicable date. Each of AF and KL agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statements and the Tender Offer Statement on Schedule TO under the Exchange Act (together with any exhibits, amendments and supplements thereto and any material incorporated by reference therein and such documents included therein pursuant to which the Exchange Offer will be made in the United States (the “Schedule TO” and, together with the Registration Statements, the “U.S. Exchange Offer Documents”) shall (i) at the time a Registration Statement is declared effective by the SEC, (ii) at the time that the prospectus relating to the Exchange Offer is published, sent or given to KL Shareholders and (iii) on the Completion Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of AF and KL agrees promptly to correct any information provided by it for use in a Registration Statement or the Schedule TO if and to the extent that such information shall cause any U.S. Exchange Offer Documents to contain any untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they were made, not misleading. AF shall take all steps necessary to cause the Schedule TO, the F-4 Registration Statement or the ADS Registration Statement, as so corrected, to be filed with the SEC and the other U.S. Exchange Offer Documents, as so corrected, to be, at such time as reasonably agreed by AF and KL, disseminated to holders of KL Securities, in each case as and to the extent required by applicable U.S. federal securities laws. KL shall be given a reasonable opportunity to review and comment on the U.S. Exchange Offer Documents prior to their being filed with the SEC or disseminated to the holders of KL Securities. AF shall provide KL with any comments AF may receive from the SEC or its staff with respect to the Registration Statements promptly after the receipt of such comments and shall provide KL an opportunity to participate in the AF’s response to such comments and shall provide KL with a copy of any such response. Each Party shall notify the other Party of any stop order proceedings in respect of the Registration Statements and shall use its reasonable best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. 15.6 KL hereby agrees to file with the SEC on the Commencement Date and disseminate to holders of shares of KL Securities, in each case as and to the extent required by the Exchange Act and the rules and regulations promulgated thereunder, a solicitation/recommendation statement on Schedule 14D-9 (together with any exhibits, amendments and supplements thereto and any material incorporated by reference therein, the “Schedule 14D-9”) that shall reflect the recommendation of the KL MB and the KL Supervisory Board described in Clause 15.3, provided, however, that the KL MB and the KL Supervisory Board may amend, modify, withdraw, condition or qualify such recommendation or take any action or make any statement inconsistent with such recommendation subject to the provisions of Clause 15.3 and Clause 21.2 of this Agreement. KL agrees to provide AF with any comments that KL may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall provide AF with an opportunity to participate in the response of KL to such comments and shall provide AF with a copy of any such response. Each of AF and KL agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall cause any U.S. Exchange Offer Documents to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they were made, not misleading. KL agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of KL Securities, in each case as and to the extent required by the Exchange Act and the rules and regulations promulgated thereunder. KL will provide AF an opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SEC or disseminated to holders of KL Securities and will provide AF with a copy of all such filings made with the SEC. 15.7 As soon as reasonably practicable on the Commencement Date, AF shall file with the SEC the Schedule TO. The Schedule TO shall contain an offer to purchase, a form of related letter of transmittal and a form of notice of guaranteed delivery (together with any supplements or amendments thereto, collectively, the “TO Materials”). AF will provide KL with a reasonable opportunity to review and comment on the TO Materials prior to filing such with the SEC and will provide KL with a copy of all such filings made with the SEC. AF and KL each agrees promptly to correct any information provided by it for use in the TO Materials that shall have caused any U.S. Exchange Offer Document to become false or misleading in any material respect, and each Party further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other TO Materials, as so corrected, to be disseminated to holders of KL Securities, in each case as and to the extent required by the Exchange Act and the rules and regulations promulgated thereunder. The Schedule TO shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder.

Information Documents. 15.1 (a) As promptly as practicable after the date hereofexecution of this Agreement, AF Telia and Sonera shall prepare, with jointly prepare documentation (including but not limited to the co-operation of KL, documentation Press Release (as defined in Section 4.09) and required tender offer and listing prospectuses and recommendation statements in the English and French languages and with a Dutch summary as applicable, statements) that will constitute the basis for (i) the offer to purchase to be used by Telia in connection with the Exchange Offer, (ii) the listing of the AF Shares, AF ADSs, AF Warrants and the AF ADSs and AF Shares to be delivered on exercise of the AF Warrants Telia shares to be issued pursuant to the Exchange Offer on Euronext Paris, the SSE and the HSE and the approval of the Telia ADSs for quotation on Euronext Amsterdam and on the NYSE, as applicable, Nasdaq and (iii) all required documentation if applicable, the circular to Telia shareholders for the AF Meeting and the KL Telia Shareholders’ Meeting (collectively collectively, the “Information Documents”). AF Telia or KLSonera, as the case may be, shall each transmit furnish such information concerning it as the other Party party may reasonably request in connection with such actions and the preparation of the Information Documents. On the Commencement DateAs promptly as practicable, the appropriate Information Documents will be mailed or otherwise made available to the AF Shareholders and/or the KL Shareholdersshareholders of Telia and/ or Sonera, as the case may be. AF Telia and KL Sonera shall cause the Information Documents to comply as to form and substance in all material respects with the Legal Requirementsapplicable requirements of the relevant jurisdictions. 15.2 (b) The Information Documents shall include the unanimous and unconditional recommendation of the AF Board of Directors of Telia to the shareholders of Telia that the AF Shareholders they vote as anticipated in Clause 17Section 2.01 hereof, provided, however, that the AF Board of Directors of Telia may, at any time prior to the Closing Date, amend, modify, withdraw, condition or qualify any such recommendation and may take any action or make any statement inconsistent with such recommendation if the AF Board of Directors of Telia determines in its good faith judgment, after taking advice from independent legal counsel and after consultation with KLthe other party, that failure to so amend, modify, withdraw, condition or qualify its recommendation or to take such action or make such statement would cause the AF Board of Directors of Telia to breach its fiduciary duties to AF Telia or AF Shareholders Telia’s shareholders under Legal Requirementsapplicable law. 15.3 (c) The Information Documents shall include the unanimous, unqualified unanimous and unconditional recommendation of the KL MB and Board of Directors of Sonera to the KL Supervisory Board shareholders of Sonera that the KL Common Shareholders and the KL NYRS Holders they accept the Exchange Offer, provided provided, however, that the KL MB and the KL Supervisory Board of Directors of Sonera may, at any time prior to the Closing Date, amend, modify, withdraw, condition or qualify any such recommendation and may take any action or make any statement inconsistent with such recommendation if the KL MB and the KL Supervisory Board determine of Directors of Sonera determines in their its good faith judgment, after taking advice from independent legal counsel and after consultation with AFthe other party, that failure to so amend, modify, withdraw, condition or qualify their its recommendation or to take such action or make such statement would cause the KL MB and the KL Supervisory Board of Directors of Sonera to breach their its fiduciary duties to KL Sonera or KL Shareholders Sonera shareholders under Legal Requirementsapplicable law. 15.4 (d) No amendment or supplement to the Information Documents will be made without the approval of AF Telia and KLSonera, which approval shall not be unreasonably withheld or delayed. Each of AF Telia and KL Sonera will advise the other, promptly after it receives notice thereof, of any request by any relevant authority authorities for amendment of any of the Information Documents or comments thereon and responses thereto or requests by any relevant authority authorities for additional information. 15.5 (e) As soon as reasonably practicable on the date of commencement of the Exchange Offer, Telia shall file with the SEC a Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the “Schedule TO”). As soon as reasonably practicable after the date hereof, AF Telia shall file with the SEC a Exchange Offer Registration Statement on Form F-4 registering the AF Shares and AF Warrants offered to KL Common Shareholders in the United States pursuant with respect to the Exchange Offer, including the maximum number of AF Shares and AF ADSs that may be delivered upon exercise of the AF Warrants (together with any exhibits, amendments and supplements thereto and any material incorporated by reference therein, (the “F-4 Registration Statement”) and shall arrange for the filing of a Registration Statement on Form F-6 (the “ADS Registration Statement”) registering the AF Telia ADSs that may be offered to KL NYRS Holders Telia ADS holders in the United States (together with any exhibitsthe Schedule TO, amendments and supplements thereto and any material incorporated by reference therein the “ADS Registration Statement” and, together with the F-4 Exchange Offer Registration Statement, the “ADS Registration Statements”). AF shall use its reasonable best efforts to have the Registration Statements declared effective by the SEC at the earliest practicable date and to keep the Registration Statements effective as long as is necessary to consummate the Exchange Offer. AF shall also, immediately prior to the commencement of the exercise period for the AF Warrants, use its reasonable best efforts to amend the Registration Statements or file new registration statements, as applicable, and to have the same be declared effective by the SEC, insofar as such statements relate to the AF Shares and the AF ADSs to be delivered on exercise of the AF Warrants. AF shall also take any action required to be taken under applicable blue sky or securities laws in connection with the issuance of AF Shares, AF ADSs and AF Warrants pursuant to the Exchange Offer or pursuant to the exercise of the the AF Warrants, and KL shall furnish all information concerning KL as AF may reasonably request in connection with such action. KL shall assist and co-operate with AF in the preparation of the Registration Statements and shall use its reasonable best efforts to assist AF to have the Registration Statements declared effective by the SEC at the earliest practicable date. Each of AF and KL agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statements and the Tender Offer Statement on Schedule TO under the Exchange Act (together with any exhibits, amendments and supplements thereto and any material incorporated by reference therein and such documents included therein pursuant to which the Exchange Offer will be made in the United States (the “Schedule TO” and, together with the Registration StatementsStates, the “U.S. Exchange Offer Documents”) shall (i) at the time a Registration Statement is declared effective by the SEC, (ii) at the time that the prospectus relating to the Exchange Offer is published, sent or given to KL Shareholders and (iii) on the Completion Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading). Each of AF Telia and KL Sonera agrees promptly to correct any information provided by it for use in a Registration Statement or the Schedule TO U.S. Exchange Offer Documents if and to the extent that such information shall cause any U.S. Exchange Offer Documents to contain any untrue statement of a material fact have become false or to omit to state misleading in any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they were made, not misleadingrespect. AF Telia shall take all steps necessary to cause the Schedule TO, the F-4 Exchange Offer Registration Statement or and the ADS Registration Statement, as so corrected, to be filed with the SEC and the other U.S. Exchange Offer Documentsdocuments, as so corrected, to be, at such time as reasonably agreed by AF Telia and KLSonera, disseminated to holders of KL Sonera Securities, in each case as and to the extent required by applicable U.S. federal securities laws. KL Sonera shall be given a reasonable an opportunity to review and comment on the U.S. Exchange Offer Documents prior to their being filed with the SEC or disseminated to the holders of KL Sonera Securities. AF Telia shall provide KL Sonera with any comments AF Telia may receive from the SEC or its staff with respect to the Registration Statements U.S. Exchange Offer Documents promptly after the receipt of such comments and shall provide KL Sonera an opportunity to participate in the AF’s response of Telia to such comments and shall provide KL with a copy of any such response. Each Party shall notify the other Party of any stop order proceedings in respect of the Registration Statements and shall use its reasonable best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issuedcomments. 15.6 KL (f) Sonera hereby agrees to file with the SEC on contemporaneously with the Commencement Date commencement of the Exchange Offer and disseminate to holders of shares of KL Sonera Securities, in each case as and to the extent required by the Exchange Act and the rules and regulations promulgated thereunderapplicable U.S. federal securities laws, a solicitation/recommendation statement Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any exhibits, amendments and or supplements thereto and any material incorporated by reference thereinthereto, the “Schedule 14D-9”) that shall reflect the recommendation of the KL MB and the KL Supervisory Board described in Clause 15.3of Directors of Sonera referred to above, provided, however, that the KL MB and the KL Supervisory Board of Directors of Sonera may amend, modify, withdraw, condition or qualify such recommendation or take any action or make any statement inconsistent with such recommendation subject to the provisions of Clause 15.3 and Clause 21.2 Section 4.05 (c) of this Agreement. KL Sonera agrees to provide AF Telia with any comments that KL Sonera may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall provide AF Telia with an opportunity to participate in the response of KL Sonera to such comments and shall provide AF with a copy of any such responsecomments. Each of AF Telia and KL Sonera agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall cause any U.S. Exchange Offer Documents to contain any untrue statement of a material fact become false or omit to state misleading in any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they were made, not misleadingrespect. KL Sonera agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of KL Sonera Securities, in each case as and to the extent required by the Exchange Act and the rules and regulations promulgated thereunderapplicable federal securities laws. KL will provide AF Telia shall be given an opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SEC or disseminated to holders of KL Securities and will provide AF with a copy of all such filings made with the SECSonera Securities. 15.7 As soon as reasonably practicable on the Commencement Date, AF shall file with the SEC the Schedule TO. The Schedule TO shall contain an offer to purchase, a form of related letter of transmittal and a form of notice of guaranteed delivery (together with any supplements or amendments thereto, collectively, the “TO Materials”). AF will provide KL with a reasonable opportunity to review and comment on the TO Materials prior to filing such with the SEC and will provide KL with a copy of all such filings made with the SEC. AF and KL each agrees promptly to correct any information provided by it for use in the TO Materials that shall have caused any U.S. Exchange Offer Document to become false or misleading in any material respect, and each Party further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other TO Materials, as so corrected, to be disseminated to holders of KL Securities, in each case as and to the extent required by the Exchange Act and the rules and regulations promulgated thereunder. The Schedule TO shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder.