Common use of Preparation of Documentation Clause in Contracts

Preparation of Documentation. 5.1 In the event that the Proposal is implemented by way of a takeover offer, BBI undertakes to provide IMI with all such information about the BBI Group as may reasonably be required for inclusion in an Offer Document and to provide all such other assistance as IMI may reasonably require in connection with the preparation of an Offer Document, including access to, and ensuring the provision of assistance by, relevant professional advisers, provided that the BBI Board has not withdrawn its recommendation. ▇▇▇ agrees to consult with BBI as to the content of an Offer Document to the extent that content relates to the BBI Group or the BBI Directors. BBI will procure that the BBI Directors accept responsibility for all of the information in an Offer Document relating to BBI, the BBI Group and the BBI Directors. 5.2 In the event that the Proposal is implemented by way of a scheme of arrangement, then in reasonable time following the date of this Deed, both parties shall work diligently to ensure that a Scheme Document is finalised in sufficient time to permit application to the Court to be made for liberty to convene shareholder meetings and for a Scheme Document to be posted to BBI shareholders as soon as reasonably practicable. 5.3 BBI agrees to consult with IMI as to the form and content of a Scheme Document and, to the extent that a Scheme Document relates to any matter other than BBI, the BBI Group or the BBI Directors, it will seek the approval of IMI (such approval not to be unreasonably withheld or delayed) to the content of a Scheme Document and afford IMI sufficient time to consider such document in order to give its approval. IMI undertakes to provide BBI with all such information about itself and the IMI Group as may reasonably be required for inclusion in a Scheme Document and provide all such other assistance as BBI may reasonably require in connection with the preparation of a Scheme Document, including access to, and ensuring the provision of assistance by, relevant professional advisers. IMI will procure that the IMI Directors accept responsibility for all of the information in a Scheme Document relating to IMI, the IMI Group and the IMI Directors. BBI will procure that the BBI Directors accept responsibility for all of the information in a Scheme Document relating to BBI, the BBI Group and the BBI Directors.

Preparation of Documentation. 5.1 In 6.1 OLX will, in conjunction with its advisors, prepare and finalise the event Scheme Circular and all notices and announcements in respect of the OLX Resolutions in accordance with the requirements of the Companies Act, the Takeover Regulations and the JSE Listings Requirements. Nothing herein contained shall oblige OLX in any way to obtain any approval from Bidco regarding any recommendation which the OLX Board may wish to make in the Scheme Circular, provided that OLX shall inform Bidco of the Proposal is implemented by way recommendation of a takeover offer, BBI the OLX Board immediately once such recommendation has been determined. 6.2 OLX undertakes to use its reasonable endeavours to promptly submit drafts and revised drafts of the Scheme Circular to Bidco for comment and, as relating to the information pertaining to Bidco, its approval. 6.3 Bidco undertakes to use its reasonable endeavours, within a reasonable time (so as to afford OLX sufficient time within the exigencies of the Timetable and Bidco's obligations), to submit its comments as to the form and content of the Scheme Circular, in response to drafts and revised drafts provided to it for its review and comment and, if so requested, to discuss any comments with OLX for the purposes of preparing revised drafts. 6.4 Each Party shall provide IMI with to the other Party, as soon as practicable and in a timely manner, all such information about the BBI Group relating to it as may reasonably be required for inclusion in an Offer Document the Scheme Circular or in connection with any Court filing or witness statement or affidavit, solely for the purposes set out in and subject to the provisions of clause 10.1, in connection with the Scheme and shall provide to the other Party/ies as soon as practicable and in a timely manner all such other reasonable assistance and cooperation as IMI that Party may reasonably require in connection with the preparation of an Offer Documentthe Scheme Circular or in connection with any Court filing or witness statement or affidavit, solely for the purposes set out in and subject to the provisions of clause 10.1, in connection with the Scheme, including access to, and ensuring the provision of assistance by, relevant management, professional advisers, provided that advisers and accountants. 6.5 Each of OLX and Bidco undertakes to keep the BBI Board has not withdrawn its recommendation. ▇▇▇ agrees to consult with BBI other informed as soon as practicable of information or developments of which they become aware which are material or potentially material to the content Scheme, any processes contemplated in this Agreement, or the preparation and completion of an Offer Document the Scheme Circular and/or adherence to the extent that content relates to the BBI Group or the BBI DirectorsTimetable. BBI will procure that the BBI Directors accept responsibility for all of the information in an Offer Document relating to BBI, the BBI Group and the BBI Directors. 5.2 In the event that a third party, including any regulatory authority, initiates any legal or regulatory proceedings ("Proceedings") which may impact adversely on any of the Proposal is implemented processes contemplated in this Agreement and/or the timeous implementation of the Scheme in accordance with its terms, the Parties shall co-operate with a view to coordinating an appropriate response to such Proceedings, provided that this undertaking shall not be construed as preventing a Party from complying with any requirements imposed by way law or the rules of a scheme any regulatory body in respect of arrangement, then in reasonable time following the date of this Deed, both parties shall work diligently to ensure that a Scheme Document is finalised in sufficient time to permit application or relating to the Court to be made for liberty to convene shareholder meetings and for a Scheme Document to be posted to BBI shareholders as soon as reasonably practicableProceedings. 5.3 BBI agrees to consult with IMI as 6.6 OLX shall not post or procure the distribution of the Scheme Circular until Bidco has agreed to the form and content of a the information in the Scheme Document and, Circular pertaining to Bidco required by the extent that a Scheme Document relates to any matter other than BBITakeover Regulations, the BBI Group or terms of the BBI Directors, it will seek Scheme and any provisions of the approval of IMI Scheme Circular which impose any obligations on Bidco (such approval which agreement Bidco undertakes shall not to be unreasonably withheld or delayed) to delayed taking into account the content of a Scheme Document and afford IMI sufficient time to consider such document in order to give its approval. IMI undertakes to provide BBI with all such information about itself Timetable and the IMI Group as relevant legal and regulatory requirements). 6.7 Each Party shall ensure that its advisors shall consult with the other Party’s advisors in connection with any issues that that may reasonably be raised by or required for inclusion in a Scheme Document and provide all such other assistance as BBI may reasonably require to be raised with, the JSE or the Takeover Panel, in connection with the preparation of a Scheme Document, including access toor the Scheme Circular, and ensuring which may in any way impact on the provision of assistance byother Party, prior to engaging with the JSE or the Takeover Panel, as may be applicable, on the relevant professional advisers. IMI will procure issue, and that the IMI Directors accept responsibility for all of the information other Party and its advisors are afforded a reasonable opportunity to participate in a Scheme Document relating to IMI, the IMI Group and the IMI Directors. BBI will procure that the BBI Directors accept responsibility for all of the information in a Scheme Document relating to BBI, the BBI Group and the BBI Directorsany such engagement.