Common use of Scheme Clause in Contracts

Scheme. Subject to Section 3.6: (a) Allergan agrees that it will propose the Scheme to the Allergan Shareholders in the manner set out in Article 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), will, in the manner set out in Article 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition; (b) each of AbbVie and Acquirer Sub agrees that it will participate in the Scheme and agrees to be bound by its terms, as proposed by Allergan to the Allergan Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; and (c) each of the Parties agrees that it will perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, and each will, subject to the terms and conditions of this Agreement, including Section 7.2, use its reasonable best efforts to take such other steps as are within its power and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with the Completion.

Scheme. Subject to Section Clause 3.6: (a) Allergan Fleetmatics agrees that it will propose put the Scheme to the Allergan Fleetmatics Shareholders in the manner set out in Article Clause 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Documentapplicable) of the Conditions (with the exception of Conditions 2(iii2(c) and 2(iv2(d) and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 Announcement)Date, but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), will, in the manner set out in Article Clause 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition; (b) each of AbbVie and Acquirer Sub Bidco agrees that it will (and Verizon undertakes to procure that Bidco will) participate in the Scheme and agrees to be bound by its terms, as proposed by Allergan Fleetmatics to the Allergan Fleetmatics Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Documentapplicable) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; and (c) each of the Parties agrees that it will fully and promptly perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, and each will, subject to the terms and conditions of this Agreement, including Section Clause 7.2, use its reasonable best efforts (including by using its reasonable best efforts to cause each of its controlled Concert Parties and its Representatives to use their respective reasonable best efforts) to take such other steps as are within its power and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with the Completion.

Scheme. Subject to Section 3.6: (a) Allergan Target agrees that that, unless this Agreement has been terminated under Clause 9, it will propose put the Scheme to the Allergan Target Shareholders in the manner set out in Article Clause 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, or waiver (where permissible under the provisions of the Rule 2.5 2.7 Announcement and/or the Scheme Document) of the Conditions (with the exception of Conditions 2(iii) 2.3 and 2(iv) 2.4 and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 AnnouncementDate), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), willshall, in the manner set out in Article Clause 3, petition make an application to the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition;. (b) each of AbbVie Bidder agrees that, subject to Clause 3.5, it will (and Acquirer Sub agrees undertakes that it will procure that Bidco will) participate in the Scheme and agrees agree to be bound by its terms, as proposed by Allergan to the Allergan Shareholders, terms and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, or waiver (where permissible under the provisions of the Rule 2.5 2.7 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement Agreement, the Rule 2.7 Announcement and the Scheme; and. (c) each Each Party will use its commercially reasonable endeavours to adhere to the indicative timetable set forth in Schedule 1 as may be amended by mutual agreement between the Parties (the “Timetable”). (d) Each of the Parties agrees that it will fully and promptly perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, Scheme and each will, subject to the terms and conditions of this Agreement, including Section 7.2, use its commercially reasonable best efforts endeavours to act in a manner consistent with the terms of this Agreement pertinent to such Party and take such other steps as are within its power powers and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with the Completion.

Scheme. Subject to Section 3.6: (a) Allergan the Company agrees that that, unless this Agreement has been terminated in accordance with Article IX, it will propose the Scheme to the Allergan Company Shareholders in the manner set out in Article 3 III and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 2.7 Announcement and/or or the Scheme Document) of the Conditions (with the exception of Conditions 2(iii) 2.3 and 2(iv) 2.4 and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 2.7 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 2.7 Announcement and/or or the Scheme Document) of such Conditions), will, in the manner set out in Article 3III, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition; (b) each of AbbVie and Acquirer Sub Parent agrees that it will participate in the Scheme and agrees to be bound by its terms, as proposed by Allergan the Company to the Allergan Company Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 2.7 Announcement and/or or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; and (c) each of the Parties agrees that it will perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or or the Scheme, and each will, subject to the terms and conditions of this Agreement, including Section 7.2, use its reasonable best efforts to take such other steps as are within its power and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with the Completion.

Scheme. Subject to Section 3.6: (a) Allergan ▇▇▇▇▇▇▇▇ agrees that it will propose the Scheme to the Allergan Shareholders in the manner set out in Article 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), will, in the manner set out in Article 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition; (b) each of AbbVie and Acquirer Sub agrees that it will participate in the Scheme and agrees to be bound by its terms, as proposed by Allergan ▇▇▇▇▇▇▇▇ to the Allergan Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; and (c) each of the Parties agrees that it will perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, and each will, subject to the terms and conditions of this Agreement, including Section 7.2, use its reasonable best efforts to take such other steps as are within its power and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with the Completion.

Scheme. Subject 2.2.1 Dalata agrees that, unless this Agreement has been terminated in accordance with clause 9 or Bidco has elected to Section implement the Acquisition by way of a Takeover Offer in accordance with clause 3.6: (a) Allergan agrees that , it will propose shall put the Scheme to the Allergan Dalata Shareholders in the manner set out in Article clause 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, or waiver (where permissible under pursuant to the provisions of the Rule 2.5 2.7 Announcement and/or the Scheme Document) of the Conditions (with the exception of Conditions 2(iii) 2.3 and 2(iv) 2.4 and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 AnnouncementDate), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), willshall, in the manner set out in Article clause 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition;. (b) each 2.2.2 Each of AbbVie Pandox, ▇▇▇▇▇▇▇▇▇▇▇▇ and Acquirer Sub agrees ▇▇▇▇▇ agrees, subject to clause 3.5, that it will shall participate in the Scheme and agrees agree to be bound by its terms, as proposed by Allergan to the Allergan Shareholders, terms and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, or waiver (where permissible under pursuant to the provisions of the Rule 2.5 2.7 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement Agreement, the Rule 2.7 Announcement and the Scheme; and. 2.2.3 Each Party shall use its reasonable endeavours to adhere to the indicative timetable set out in Schedule 1 as may be amended by mutual agreement between the Parties (c) each the Timetable). 2.2.4 Each of the Parties agrees that it will shall fully and promptly perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, Scheme and each willshall, subject to the terms and conditions of this Agreement, including Section 7.2, use its all reasonable best efforts endeavours to act in a manner consistent with the terms of this Agreement pertinent to such Party and take such other steps as are within its power powers and are reasonably required of it for the proper implementation of the Scheme, including those required in connection with Completion. 3 IMPLEMENTATION OF THE SCHEME 3.1 Responsibilities of Dalata in respect of the Scheme 3.1.1 be responsible for the preparation of the Scheme Document and all other documentation (in each case subject to clause 3.2.6) necessary to effect the Scheme and to convene the Scheme Meeting and the EGM, provided that Dalata shall: (a) provide Bidco with a reasonably sufficient opportunity (but having regard to the Scheme Document Sending Date) to review and make comments on drafts of the Scheme Document and such other documents; (b) discuss with Bidco and accommodate in such documents all such reasonable comments or amendments proposed by Bidco in reasonably sufficient time; and (c) not file such documents with the Panel prior to following the procedure set out in sub-clauses 3.1.1(a) and (b) above; 3.1.2 for the purpose of implementing the Scheme (and without prejudice to the ability of any Party to appoint any legal advisor for any other purpose), instruct the Scheme Counsel and provide Bidco and its advisers with the opportunity to attend any meetings with the Scheme Counsel to discuss substantive matters pertaining to the Scheme and any issues arising in connection with it pursuant (except to the extent that the Scheme Counsel is to advise on matters relating to the fiduciary duties of the directors of Dalata or any Dalata Alternative Proposal or their responsibilities under the Irish Takeover Rules or the interpretation of this Agreement); 3.1.3 subject to clause 3.1.1, as promptly as reasonably practicable after the date of this Agreement and, subject to compliance by Bidco with its obligations under this Agreement with respect to the preparation of the Scheme Document, cause the Scheme Document to be delivered to the Panel for the purpose of sending the Scheme Document by the Scheme Document Sending Date; 3.1.4 notify Bidco as promptly as is reasonably practicable in writing upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document and the related forms of proxy for use at the Scheme Meeting and EGM; 3.1.5 prior to filing or despatch of any amendment or supplement to the Scheme Document (whether requested by the Panel or otherwise), or responding in writing to any comments of the Panel with respect thereto, Dalata shall: (a) as promptly as is reasonably practicable, provide Bidco with a reasonable and sufficient opportunity to review and comment on such documents or response; (b) as promptly as is reasonably practicable, discuss with Bidco and accommodate in such documents all such reasonable comments or amendments proposed by ▇▇▇▇▇; and (c) not despatch or file such documents with the Panel prior to following the procedure set out in sub-clauses 3.1.5(a) and (b) above; 3.1.6 provide Bidco with drafts of pleadings, affidavits, applications, petitions and other filings prepared by Dalata or its Representatives for submission to the High Court in connection with the Completion.Scheme prior to their filing or submission, and prior to such filing, afford Bidco reasonable opportunities to review and make reasonable comments on all such documents, and accommodate in such documents all such comments or amendments proposed by Bidco in reasonably sufficient time; 3.1.7 as promptly as is reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document, that must be satisfied prior to the despatch of the Scheme Document by the Scheme Document Sending Date), the Dalata Board shall exercise its power to convene the Scheme Meetings pursuant to Section 450(1) of the Act by the Scheme Document Sending Date (unless, alternatively, it makes all necessary applications to the High Court) in connection with the implementation of the Scheme or required to implement the Scheme);

Scheme. Subject to Section 3.6: (a) Allergan the Company agrees that that, unless this Agreement has been terminated in accordance with Article IX, it will propose the Scheme to the Allergan Company Shareholders in the manner set out in Article 3 III and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 2.7 Announcement and/or or the Scheme Document) of the Conditions (with the exception of Conditions 2(iii) 2.3 and 2(iv) 2.4 and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 2.7 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 2.7 Announcement and/or or the Scheme Document) of such Conditions), will, in the manner set out in Article 3III, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition; (b) each of AbbVie and Acquirer Sub ▇▇▇▇▇▇ agrees that it will participate in the Scheme and agrees to be bound by its terms, as proposed by Allergan the Company to the Allergan Company Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 2.7 Announcement and/or or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; and (c) each of the Parties agrees that it will perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or or the Scheme, and each will, subject to the terms and conditions of this Agreement, including Section 7.2, use its reasonable best efforts to take such other steps as are within its power and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with the Completion.

Scheme. Subject to Section 3.6: (a) Allergan Subject to the release of the 2.5 Announcement pursuant to clause 2.1(c), Yew Grove agrees that that, unless this Agreement has been terminated in accordance with clause 10, it will propose put the Scheme to the Allergan Yew Grove Shareholders in the manner set out in Article clause 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, or waiver (where permissible under pursuant to the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions (with the exception of Conditions 2(iii) 2.3 and 2(iv) 2.4 and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 Announcement)Date, but subject to the satisfaction or waiver (where permissible under pursuant to the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions)conditions, willshall, in the manner set out in Article clause 3, petition make an application to the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition;. (b) Subject to the release of the 2.5 Announcement pursuant to clause 2.1(c), Slate and Bidco each of AbbVie agree, subject to clause 3.5, that they will (and Acquirer Sub agrees Slate undertakes that it will procure that Bidco will) participate in the Scheme and agrees agree to be bound by its terms, as proposed by Allergan to the Allergan Shareholders, terms and that it they shall, subject to the satisfaction or, in the sole discretion of the applicable Party, or waiver (where permissible under pursuant to the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement Agreement, the Rule 2.5 Announcement and the Scheme; and. (c) each Each Party will use its reasonable endeavours to adhere to the indicative timetable to be set out in the Scheme Document as may be amended by mutual agreement between the Parties ("Indicative Timetable"). (d) Each of the Parties agrees that it will fully and promptly perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, Scheme and each will, subject to the terms and conditions of this Agreement, including Section 7.2, use its all reasonable best efforts endeavours to act in a manner consistent with the terms of this Agreement pertinent to such Party and take such other steps as are within its power powers and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with the Completion.

Scheme. Subject to Section Clause 3.6: (a) Allergan Glantus agrees that that, unless this Agreement has been terminated under Clause 10, it will propose put the Scheme to the Allergan Glantus Shareholders in the manner set out in Article Clause 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, or waiver (where permissible under the provisions of the Rule 2.5 2.7 Announcement and/or the Scheme Document) of the Conditions (with the exception of Conditions 2(iii) 2.3 and 2(iv) 2.4 and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 AnnouncementDate), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), willshall, in the manner set out in Article Clause 3, petition make an application to the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition;. (b) Basware and Bidco each of AbbVie agree, subject to Clause 3.5, that they will (and Acquirer Sub agrees Basware undertake that it they will procure that Bidco will) participate in the Scheme and agrees agree to be bound by its terms, as proposed by Allergan to the Allergan Shareholders, terms and that it they shall, subject to the satisfaction or, in the sole discretion of the applicable Party, or waiver (where permissible under the provisions of the Rule 2.5 2.7 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement Agreement, the Rule 2.7 Announcement and the Scheme; and. (c) each Each Party will use its reasonable endeavours to adhere to the indicative timetable to be set forth in the Scheme Document as may be amended by mutual agreement between the Parties. (d) Each of the Parties agrees that it will fully and promptly perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, Scheme and each will, subject to the terms and conditions of this Agreement, including Section 7.2, use its all reasonable best efforts endeavours to act in a manner consistent with the terms of this Agreement pertinent to such Party and take such other steps as are within its power powers and are reasonably required of it for the proper implementation of the Scheme, including those required in connection with Completion. 3. Implementation of the Scheme 3.1 Responsibilities of Glantus in respect of the Scheme (a) be responsible for the preparation of the Scheme Document and all other documentation necessary to effect the Scheme and to convene the Scheme Meeting and the EGM, provided that Glantus shall: (i) provide Bidco with a reasonable sufficient opportunity to review and comment on drafts of such documents; (ii) discuss with Bidco and, where reasonable, accommodate in such documents all comments or amendments proposed by ▇▇▇▇▇; and (iii) not file such documents with the Panel prior to following the procedure set forth in sub-Clauses 3.1(a) and (b); (b) for the purpose of implementing the Scheme (and without prejudice to the ability of any Party to appoint any legal adviser for any other purpose), instruct the Scheme Counsel and provide Bidco and its advisers with the opportunity to attend any meetings with the Scheme Counsel to discuss substantive matters pertaining to the Scheme and any issues arising in connection with it pursuant (except to the extent that the Scheme Counsel is to advise on matters relating to the fiduciary duties of the members of the Glantus Board or their responsibilities under the Irish Takeover Rules); (c) subject to Clause 3.1(a), as promptly as practicable after the date of this Agreement and, subject to compliance by Bidco with its obligations under this Agreement with respect to the preparation of the Scheme Document, prepare and, save as otherwise agreed with Bidco in writing, cause the Scheme Document to be filed with the Panel for the purpose of posting the Scheme Document by the Scheme Document Posting Date; (d) notify Bidco as promptly as is reasonably practicable in writing upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document and the forms of proxy for use at the Scheme Meeting and EGM; (e) prior to filing or despatching any amendment or supplement to the Scheme Document (whether requested by the Panel or otherwise), or responding in writing to any comments of the Panel with respect thereto, Glantus shall: (i) as promptly as is reasonably practicable, provide Bidco with a reasonable opportunity to review and comment on such documents or response; (ii) as promptly as is reasonably practicable, discuss with Bidco and, where reasonable, accommodate in such document or response all comments reasonably and promptly proposed by ▇▇▇▇▇; and (iii) not despatch or file such documents with the Panel prior to following the procedure set forth in sub-Clauses 3.1(e)(i) and (ii) above; (f) to the extent that clearance of the Scheme Document by the Panel might require that waivers or derogations in respect of the Irish Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Bidco with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (g) provide Bidco with drafts of pleadings, affidavits, applications, petitions and other filings prepared by Glantus or its Representatives for submission to the High Court in connection with the CompletionScheme prior to their filing or submission, and prior to such filing, afford Bidco reasonable opportunities to review and make comments on all such documents, and accommodate in such documents all such comments or amendments proposed by ▇▇▇▇▇▇▇; (h) as promptly as is reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document, that must be satisfied prior to the despatch of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme or required to implement the Scheme and, in particular, unless the Glantus Board has exercised its power to convene the Scheme Meeting pursuant to Section 450(1) of the Act, Glantus will, promptly after the date of the Rule 2.7 Announcement, issue appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate Scheme Meetings to be held and to order under Section 450(3) of the Act that the Scheme Meeting be summoned as promptly as is reasonably practicable following the publication of the Rule 2.7 Announcement and use all reasonable endeavours so as to ensure (insofar as possible and to the extent required) that the hearing of any such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document by the Scheme Document Posting Date and, to the extent required, seek such directions of the High Court as it considers necessary or desirable to facilitate the convening of the Scheme Meeting; (i) procure the publication of any necessary advertisements and the despatch of the Scheme Document (in a form acceptable to the Panel and, to the extent required, the High Court) and the forms of proxy for use at the Scheme Meeting and the EGM (the forms of which will be agreed between the Parties) in accordance with the requirements of the Irish Takeover Rules: (i) to Glantus Shareholders on the register of members of Glantus on the applicable record date; and (ii) thereafter publish and/or post such other documents and information (the form of which will be agreed between the Parties) as the High Court and/or the Panel may approve or direct from time to time in connection with the implementation of the Scheme in accordance with applicable Law as promptly as is reasonably practicable after the approval or (as the case may be) direction of the High Court and/or the Panel to publish or post such documents being obtained or received; (j) unless the Glantus Board has effected a Glantus Change of Recommendation under Clause 5.2, procure that the Scheme Document (or if Basware or Bidco effects the Acquisition as a Takeover Offer, the Takeover Offer Document) will include the Scheme Recommendation; (k) include in the Scheme Document a notice convening the EGM to be held immediately following the Scheme Meeting to consider and, if thought fit, approve the EGM Resolutions; (l) keep Bidco and its Representatives reasonably informed, from the date falling 14 days prior to the Scheme Meeting and the EGM, of the number of proxy votes received in respect of the Resolutions and, unless the Glantus Board has effected an Glantus Change of Recommendation pursuant to Clause 5.2 and, subject to compliance with applicable requirements of the Irish Takeover Rules, assist at Bidco’s expense, in any proxy solicitation or related exercise as Bidco may reasonably request to assist in the passing of the Resolutions; (m) keep Bidco reasonably informed and, consult with Bidco, as to the performance of the obligations and responsibilities required of Glantus under this Agreement and/or the Scheme and as to any material developments (other than as to any Glantus Alternative Proposal, the timing and scope of provision of information about which are governed by Clause 5.2) relevant to the proper implementation of the Scheme, including satisfaction of the Conditions; (n) notwithstanding any Glantus Change of Recommendation, unless this Agreement has been terminated in accordance with Clause 10, hold the Scheme Meeting and the EGM and put the Scheme Meeting Resolutions and EGM Resolutions to a vote of Glantus Shareholders, on the date set out in the Scheme Document, or such later date as may be agreed in writing between all of the Parties, and in such a manner as will be approved, if necessary, by the High Court and/or the Panel and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing between the Parties; (o) afford all such co-operation and assistance as may be requested of it by Bidco in respect of the preparation and verification of any document or in connection with any Clearance or confirmations reasonably required for the implementation of the Scheme, including the provision to Bidco of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees, as Bidco may reasonably request and assume responsibility only for the information relating to it contained in the Scheme Document or any other document sent to Glantus Shareholders or filed with the High Court or in any announcement; (p) following the Scheme Meeting and EGM, provided that the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Scheme Meeting) and all other Conditions are satisfied or waived (where permissible under the provisions of the Rule 2.7 Announcement and/or the Scheme Document), with the exception of Conditions 2.3 and 2.4 and any other Conditions that by their nature are required to be satisfied on the Sanction Date, take all necessary steps on the part of Glantus to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter; and (q) give such undertakings as are required by the High Court and are reasonably necessary for the proper implementation of the Scheme and otherwise take all such steps, insofar as lies within its power, as are reasonably necessary or desirable in order to implement the Scheme.

Scheme. Subject to Section 3.6: (a) Allergan Target agrees that it will propose shall put the Scheme to the Allergan Target Shareholders in the manner set out in Article Clause 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, or waiver (where permissible under pursuant to the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions (with the exception of Conditions 2(iii2(c) and 2(iv2(d) and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix III of the Rule 2.5 Announcement)Date, but subject to the satisfaction or waiver (where permissible under pursuant to the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), willshall, in the manner set out in Article Clause 3, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition;. (b) each Each of AbbVie and Acquirer Sub agrees the Zoetis Parties agrees, subject to Clause 3.6, that it will shall participate in the Scheme and agrees to be bound by its terms, as proposed by Allergan to the Allergan Shareholders, terms and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, or waiver (where permissible under pursuant to the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; and. (c) each Each of the Parties agrees that it will shall fully and promptly perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme, Scheme and each willshall, subject to the terms and conditions of this Agreement, use all reasonable endeavours (including Section 7.2by causing its controlled Concert Parties to, use and using all reasonable endeavours to cause its reasonable best efforts Representatives and non-controlled Concert Parties) to act in a manner consistent with the terms of this Agreement pertinent to such Party and take such other steps as are within its power and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement Scheme and in connection with the Completion.