Appropriate Proposals. 1. Subject to applicable confidentiality, legal and regulatory requirements, the Company agrees to co- operate with and provide such details to the Bidder in relation to the Share Plans as the Bidder may reasonably require in order to make appropriate proposals to the participants in the Share Plans, as provided for in Rule 15 of the Code ("Rule 15", the “Proposals”), including the Proposals as set out in paragraphs 6 to 22 below. The Proposals will take the form of a joint proposal from the Company and the Bidder to participants in the Share Plans which will be sent by the Company at a time agreed with the Bidder, at the same time the Scheme Document is posted to Shareholders or such other time. The Company has confirmed that the only share incentive arrangements it operates as at the date of this Agreement are the Share Plans and has provided the Bidder with details of all subsisting options and awards to acquire Shares under the Share Plans.
Appropriate Proposals. 1. Subject to applicable confidentiality, legal and regulatory requirements, Charles Taylor agrees to co- operate with and provide such details to LMP Bidco in relation to the Charles Taylor Share Plans as LMP Bidco may reasonably require in order to make appropriate proposals to the participants in the Charles Taylor Share Plans, as provided for in Rule 15 of the Code (the “Proposals”), including the proposals as set out in paragraphs 6 to 18 below. The Proposals will take the form of a joint proposal from Charles Taylor and LMP Bidco to participants in the Charles Taylor Share Plans which will be sent by Charles Taylor at a time agreed with LMP Bidco. Charles Taylor has confirmed that the only share incentive arrangements it operates as at the date of this Agreement are the Charles Taylor Share Plans and has provided LMP Bidco with accurate details of all subsisting options and awards to acquire Charles Taylor Shares under the Charles Taylor Share Plans, including, for the avoidance of doubt, ‘phantom’ or cash-settled options and awards as at the date of this Agreement, together with details of all options and awards (including, for the avoidance of doubt, any dividend equivalent payments settled in Charles Taylor Shares) expected to be granted between the date of this Agreement and the Effective Date, as set out below. Charles Taylor has confirmed that, other than as specifically provided for in this Schedule 2, Charles Taylor has not agreed to make any payment, provide any benefit or make any award of cash or Shares to any Charles Taylor Directors or any employees of the Charles Taylor Group in connection with, or arising as a consequence of, the Acquisition. Plan Outstanding / promised awards (including dividend equivalents) Long Term Incentive Plan 1,298,086 Deferred Annual Bonus Plan 2,413,993 Retention Share Award Plan 601,219 Restricted Share Plan 609,833 Sharesave Scheme 1,186,758 Total 6,109,889
Appropriate Proposals. 3.1 The Bidder and TClarke acknowledge that the Scheme Record Time (as defined in the Announcement) shall take place after the Court Sanction Date, to allow those Participants who acquire TClarke Shares on or before the Court Sanction Date to have those TClarke Shares acquired by the Bidder and dealt with through the Scheme.
Appropriate Proposals. 1.1 Subject to applicable confidentiality, legal and regulatory requirements, EMIS agrees to co-operate with, and provide such details to, Bidco in relation to the EMIS Share Plans as Bidco may reasonably require in order to make and implement appropriate proposals to the participants of the EMIS Share Plans, in accordance with Rule 15 of the Code, and the provisions of this Schedule 1 (the "Proposals").
Appropriate Proposals. 2.1 ITW undertakes to make appropriate proposals in accordance with Rule 15 of the Code to participants in the Share Schemes (the “Proposals”).
Appropriate Proposals. 1. Subject to applicable confidentiality, legal and regulatory requirements, Ideagen agrees to co- operate with and provide such details to Bidco in relation to the Ideagen Share Plans as Bidco may reasonably require in order to make and implement appropriate proposals to the participants in the Ideagen Share Plans, as provided for in Rule 15 of the Code ("Rule 15", the “Proposals”), including the Proposals as set out below. The Proposals will take the form of a joint proposal from Ideagen and Bidco to participants in the Ideagen Share Plans which will be sent by Ideagen at a time agreed with Bidco, at the same time that the Scheme Circular is posted to Shareholders or such other time as may be agreed. Ideagen has confirmed that the only active share incentive arrangements it operates as at the date of this Agreement are the Ideagen Share Plans.
