Common use of Cooperation Agreement Clause in Contracts

Cooperation Agreement. Xxxxxx and Meggitt have entered into a cooperation agreement dated 2 August 2021, (the Cooperation Agreement) pursuant to which, among other things: • Xxxxxx has agreed to take or cause to be taken all necessary steps in order to secure the regulatory clearances and authorisations necessary to satisfy Conditions 3 to 20 (inclusive) of Part A of Appendix 1 to this announcement, in sufficient time to enable the Effective Date to occur prior to the Long-Stop Date; and • Xxxxxx and Meggitt have each agreed to certain undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made in relation to such regulatory clearances and authorisations. Under the terms of the Cooperation Agreement, Xxxxxx has agreed with Meggitt that it will offer a number of legally binding commitments to HM Government, as further described at paragraph 9 above. The Cooperation Agreement records the parties’ intentions to implement the Acquisition by way of Scheme, subject to the ability of Xxxxxx to implement the Acquisition by way of a Takeover Offer in certain circumstances set out in the Cooperation Agreement and with the consent of the Panel. The Cooperation Agreement will be capable of termination by either party in certain circumstances, including if the Scheme does not become Effective by the Long-Stop Date, a competing transaction completes, becomes effective or is declared or becomes unconditional in all respects, any Condition has been invoked by Xxxxxx (in circumstances where invocation of the relevant Condition is permitted by the Panel) prior to the Long-Stop Date or if the Acquisition is withdrawn or lapses in accordance with its terms prior to the Long-Stop Date. In addition, Xxxxxx may terminate the Cooperation Agreement on written notice to Meggitt where the Meggitt directors have publicly withdrawn, adversely qualified, adversely modified or failed to reaffirm or re-issue (when reasonably requested by Xxxxxx to do so) their unanimous and unconditional recommendation that Xxxxxxx Xxxxxxxxxxxx vote in favour of the Scheme or a competing transaction is either recommended by the directors of Meggitt or completes, becomes effective or is declared or becomes unconditional in all respects. Pursuant to the terms of the Cooperation Agreement, Xxxxxx has undertaken that it will deliver a notice in writing to Meggitt on the business day prior to the Scheme Court Hearing confirming either: (i) the satisfaction or waiver of all conditions (other than Condition 2); or (ii) if permitted by the Panel, that it intends to invoke one or more Conditions. The Cooperation Agreement also contains provisions that will apply in respect of the Meggitt Share Schemes and certain other employee incentive arrangements. Clean Team Agreement Xxxxxx and Meggitt have entered into a due diligence clean team agreement dated 7 July 2021 (the Clean Team Agreement), which sets out how any confidential information that is commercially sensitive can be disclosed, used or shared for the purposes of due diligence, synergies evaluation, integration planning and regulatory clearance. Such commercially sensitive information must only be made available to the party receiving information through designated persons removed from day-to-day commercial or strategic operations and decisions and external professional advisers. The findings of such designated persons and external advisers may only be relayed to other employees, officers and directors of the receiving party in specified circumstances and subject to certain restrictions.

Cooperation Agreement. Xxxxxx City Pubs and Meggitt Xxxxx’x have entered into a cooperation agreement Cooperation Agreement dated 2 August 202116 November 2023, (pursuant to which Xxxxx’x has agreed to use all reasonable endeavours to obtain any regulatory clearances, or procure that any regulatory clearances are obtained and to satisfy the Conditions, or procure that the Conditions are satisfied, as soon as is reasonably practicable after entry into the Cooperation Agreement) pursuant to which, among other things: • Xxxxxx has . City Pubs and Xxxxx’x have agreed to take or cause to be taken all necessary steps in order to secure the regulatory clearances and authorisations necessary to satisfy Conditions 3 to 20 (inclusive) of Part A of Appendix 1 to this announcement, in sufficient time to enable the Effective Date to occur prior to the Long-Stop Date; and • Xxxxxx and Meggitt have each agreed to certain undertakings to co-operate with each other and provide each other with all reasonable information, assistance and access in relation a timely manner for the purposes of implementing the Transaction and/or in connection with any regulatory clearances. City Pubs and Xxxxx’x have also agreed to co-operate to promptly provide each other with such documentation, information, assistance and access as may reasonably be required for the filings, submissions and notifications to be made in relation to such regulatory clearances and authorisations. Under the terms preparation of the Cooperation Agreement, Xxxxxx has agreed with Meggitt that it will offer a number of legally binding commitments to HM Government, as further described at paragraph 9 above. The Cooperation Agreement records the parties’ intentions to implement the Acquisition by way of Scheme, subject to the ability of Xxxxxx to implement the Acquisition by way of a Takeover Offer in certain circumstances set out in the Cooperation Agreement and with the consent of the Panelkey shareholder documentation. The Cooperation Agreement will be capable terminated, amongst other things (i) upon written notice served by Xxxxx’x where: (a) the City Pubs Director’s recommend a competing proposal; (b) if the City Pubs Board’s recommendation changes in a manner that is adverse in the context of termination by the Transaction; and/or (c) certain milestones in connection with the Scheme are not achieved in accordance with agreed timeframes; (ii) upon written notice of either party in certain circumstances, including if the Scheme does not become Effective by where: (a) prior to the Long-Stop Date, a competing transaction completes, offer becomes effective or is declared unconditional; (b) the Transaction is withdrawn, terminates or lapses in accordance with its terms; (c) prior to the Long- Stop Date, a Condition which is either not capable of being waived or, where capable of being waived, Xxxxx’x has confirmed that it will not waive said Condition, becomes unconditional in all respects, any Condition has been invoked incapable of satisfaction by Xxxxxx (the Long-Stop Date in circumstances where invocation of the relevant Condition is permitted by the Panel; and/or (d) prior to the Long-Stop Date or if the Acquisition is withdrawn or lapses in accordance with its terms prior to the Long-Stop Date. In addition, Xxxxxx may terminate the Cooperation Agreement on written notice to Meggitt where the Meggitt directors have publicly withdrawn, adversely qualified, adversely modified or failed to reaffirm or re-issue (when reasonably requested by Xxxxxx to do so) their unanimous and unconditional recommendation that Xxxxxxx Xxxxxxxxxxxx vote in favour of the Scheme or a competing transaction is either recommended by and/or the directors of Meggitt or completes, becomes effective or is declared or becomes unconditional in all respects. Pursuant to Resolutions are not approved at the terms of the Cooperation Agreement, Xxxxxx has undertaken that it will deliver a notice in writing to Meggitt on the business day prior to the Scheme Court Hearing confirming either: (i) the satisfaction or waiver of all conditions (other than Condition 2)Meetings; or (iiiii) if permitted by the Panel, that it intends to invoke one or more Conditionsparties agree in writing. The Cooperation Agreement also contains provisions that will apply in respect of the Meggitt Share Schemes and certain other employee incentive arrangements. Clean Team Agreement Xxxxxx and Meggitt have entered into a due diligence clean team agreement dated 7 July 2021 (the Clean Team Agreement), which sets out how any confidential information that is commercially sensitive can be disclosed, used or shared for the purposes of due diligence, synergies evaluation, integration planning and regulatory clearance. Such commercially sensitive information must only proposals to be made available in regard to the party receiving information through designated persons removed from day-to-day commercial or strategic operations and decisions and external professional advisers. The findings of such designated persons and external advisers may only be relayed City Pubs Share Plans, pursuant to other employees, officers and directors Rule 15 of the receiving party in specified circumstances and subject to certain restrictionsCode.

Cooperation Agreement. Xxxxxx SNC-Lavalin, SNC-Lavalin Bidco and Meggitt Atkins have entered into a cooperation agreement dated 2 August 2021, (the Cooperation Agreement) , pursuant to which, among other things: • Xxxxxx which each of SNC-Lavalin and SNC-Lavalin Bidco has agreed to take or cause use all reasonable endeavours to be taken all necessary steps in order to secure ensure the regulatory clearances satisfaction of the Regulatory Conditions as soon as reasonably practicable and authorisations necessary to satisfy Conditions 3 to 20 (inclusive) of Part A of Appendix 1 to this announcement, in sufficient time to enable the Effective Date to occur prior to the Longbefore 31 July 2017. SNC-Stop Date; Lavalin and • Xxxxxx and Meggitt Atkins have each agreed to certain undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, submissions notifications and notifications submission to be made in relation to such regulatory obtaining the necessary clearances to satisfy the Regulatory Conditions. By way of compensation for any loss or damage that may be suffered by Atkins if SNC-Lavalin or SNC-Lavalin Bidco invokes (and authorisationsis permitted by the Panel to invoke) any Regulatory Condition on or prior to 31 July 2017, or any Regulatory Condition has not been satisfied or waived by SNC-Lavalin or SNC-Lavalin Bidco by 11.59 p.m. on 31 July 2017, SNC-Lavalin has agreed to pay Atkins a break fee of £50,000,000. Under the terms of No break fee will be payable if the Cooperation Agreement, Xxxxxx Agreement has agreed terminated prior to the relevant break fee trigger event occurring or if a break fee trigger event occurs and the relevant break fee trigger was caused to a material extent by Atkins’ failure to comply with Meggitt that it will offer a number of legally binding commitments its co-operation and assistance obligations in connection with obtaining the necessary clearances to HM Government, as further described at paragraph 9 abovesatisfy the Regulatory Conditions. The Cooperation Agreement records will terminate with immediate effect: • if agreed in writing between the parties’ intentions parties prior to the Effective Date; • on service of written notice by SNC-Lavalin if: • Atkins announces that the Atkins Directors no longer intend to give, or intend to adversely modify or qualify, their recommendation; • Atkins Directors do not make the recommendation in the Scheme Document or the recommendation is subsequently withdrawn or adversely modified or qualified; or • an independent competing transaction is recommended by the Atkins Directors or becomes effective or becomes or is declared unconditional in all respects; • if the Scheme (or if applicable the Offer), lapses, terminates or is withdrawn in accordance with its terms prior to 31 July 2017 (with the consent of the Panel, if required) (other than (i) where this follows a switch to implement the Acquisition by way of Scheme, subject an Offer or (ii) it is otherwise to be followed within 5 business days by an announcement by SNC-Lavalin or SNC- Lavalin Bidco (or a person acting in concert with either of them) under Rule 2.7 of the ability of Xxxxxx Code to implement the Acquisition by way of a Takeover Offer in certain circumstances set out in different offer or scheme on substantially the Cooperation Agreement same or improved terms and with the consent of the Panel. The Cooperation Agreement will be capable of termination by either party in certain circumstances, including if the Scheme does not become Effective by the Long-Stop Date, a competing transaction completes, becomes effective which is (or is declared or becomes unconditional in all respects, any Condition has been invoked by Xxxxxx (in circumstances where invocation of the relevant Condition is permitted by the Panelintended to be) prior to the Long-Stop Date or if the Acquisition is withdrawn or lapses in accordance with its terms prior to the Long-Stop Date. In addition, Xxxxxx may terminate the Cooperation Agreement on written notice to Meggitt where the Meggitt directors have publicly withdrawn, adversely qualified, adversely modified or failed to reaffirm or re-issue (when reasonably requested by Xxxxxx to do so) their unanimous and unconditional recommendation that Xxxxxxx Xxxxxxxxxxxx vote in favour of the Scheme or a competing transaction is either recommended by the directors Atkins Directors); • if the Effective Date does not occur by or on 31 July 2017; • upon service of Meggitt written notice by SNC-Lavalin on Atkins or completes, becomes effective by Atkins on SNC-Lavalin following the occurrence of a break fee trigger event; or is declared or becomes unconditional in all respects. Pursuant to the terms of the Cooperation Agreement, Xxxxxx has undertaken that it will deliver a notice in writing to Meggitt • on the business day prior to the Scheme Court Hearing confirming either: (i) the satisfaction or waiver of all conditions (other than Condition 2); or (ii) if permitted by the Panel, that it intends to invoke one or more ConditionsEffective Date. The Cooperation Agreement also contains provisions that will apply in respect of directors’ and officers’ insurance, the Meggitt Atkins Share Schemes Plans and certain other employee incentive related arrangements. Clean Team Joint Defence Agreement Xxxxxx SNC-Lavalin and Meggitt Atkins have entered into a due diligence clean team agreement dated 7 July 2021 (the Clean Team Joint Defence Agreement), the purposes of which sets out how any confidential information is to ensure that is commercially sensitive can be disclosedthe exchange and disclosure of certain materials relating to the parties, used or shared taking place only between their respective legal counsel for the purposes of due diligencethe antitrust work stream, synergies evaluationis ring-fenced and preserves the confidentiality of such materials and does not result in a waiver of any privilege, integration planning and regulatory clearance. Such commercially sensitive information must only right or immunity that might otherwise be made available to the party receiving information through designated persons removed from day-to-day commercial or strategic operations and decisions and external professional advisersavailable. The findings of such designated persons Cooperation Agreement, the Confidentiality Agreement and external advisers may only be relayed to other employees, officers and directors of the receiving party Joint Defence Agreement are disclosed in specified circumstances and subject to certain restrictionsaccordance with paragraph 19 below.

Cooperation Agreement. Xxxxxx and Meggitt have entered into a cooperation agreement dated 2 August 2021, (the Cooperation Agreement) pursuant to which, among other things: •  Xxxxxx has agreed to take or cause to be taken all necessary steps in order to secure the regulatory clearances and authorisations necessary to satisfy Conditions 3 to 20 (inclusive) of Part A of Appendix 1 to this announcement, in sufficient time to enable the Effective Date to occur prior to the Long-Stop Date; and •  Xxxxxx and Meggitt have each agreed to certain undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made in relation to such regulatory clearances and authorisations. Under the terms of the Cooperation Agreement, Xxxxxx has agreed with Meggitt that it will offer a number of legally binding commitments to HM Government, as further described at paragraph 9 above. The Cooperation Agreement records the parties’ intentions to implement the Acquisition by way of Scheme, subject to the ability of Xxxxxx to implement the Acquisition by way of a Takeover Offer in certain circumstances set out in the Cooperation Agreement and with the consent of the Panel. The Cooperation Agreement will be capable of termination by either party in certain circumstances, including if the Scheme does not become Effective by the Long-Stop Date, a competing transaction completes, becomes effective or is declared or becomes unconditional in all respects, any Condition has been invoked by Xxxxxx (in circumstances where invocation of the relevant Condition is permitted by the Panel) prior to the Long-Stop Date or if the Acquisition is withdrawn or lapses in accordance with its terms prior to the Long-Stop Date. In addition, Xxxxxx may terminate the Cooperation Agreement on written notice to Meggitt where the Meggitt directors have publicly withdrawn, adversely qualified, adversely modified or failed to reaffirm or re-issue (when reasonably requested by Xxxxxx to do so) their unanimous and unconditional recommendation that Xxxxxxx Xxxxxxxxxxxx Meggitt Shareholders vote in favour of the Scheme or a competing transaction is either recommended by the directors of Meggitt or completes, becomes effective or is declared or becomes unconditional in all respects. Pursuant to the terms of the Cooperation Agreement, Xxxxxx has undertaken that it will deliver a notice in writing to Meggitt on the business day prior to the Scheme Court Hearing confirming either: (i) the satisfaction or waiver of all conditions (other than Condition 2); or (ii) if permitted by the Panel, that it intends to invoke one or more Conditions. The Cooperation Agreement also contains provisions that will apply in respect of the Meggitt Share Schemes and certain other employee incentive arrangements. Clean Team Agreement Xxxxxx and Meggitt have entered into a due diligence clean team agreement dated 7 July 2021 (the Clean Team Agreement), which sets out how any confidential information that is commercially sensitive can be disclosed, used or shared for the purposes of due diligence, synergies evaluation, integration planning and regulatory clearance. Such commercially sensitive information must only be made available to the party receiving information through designated persons removed from day-to-day commercial or strategic operations and decisions and external professional advisers. The findings of such designated persons and external advisers may only be relayed to other employees, officers and directors of the receiving party in specified circumstances and subject to certain restrictions.

Cooperation Agreement. Xxxxxx and Meggitt have entered into a cooperation agreement dated 2 August 2021, (the Cooperation Agreement) pursuant to which, among other things: • Xxxxxx has agreed to take or cause to be taken all necessary steps in order to secure the regulatory clearances and authorisations necessary to satisfy Conditions 3 to 20 (inclusive) of Part A of Appendix 1 to this announcement, in sufficient time to enable the Effective Date to occur prior to the Long-Stop Date; and • Xxxxxx and Meggitt have each agreed to certain undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made in relation to such regulatory clearances and authorisations. Under the terms of the Cooperation Agreement, Xxxxxx has agreed with Meggitt that it will offer a number of legally binding commitments to HM Government, as further described at paragraph 9 above. The Cooperation Agreement records the parties’ intentions to implement the Acquisition by way of Scheme, subject to the ability of Xxxxxx to implement the Acquisition by way of a Takeover Offer in certain circumstances set out in the Cooperation Agreement and with the consent of the Panel. The Cooperation Agreement will be capable of termination by either party in certain circumstances, including if the Scheme does not become Effective by the Long-Stop Date, a competing transaction completes, becomes effective or is declared or becomes unconditional in all respects, any Condition has been invoked by Xxxxxx (in circumstances where invocation of the relevant Condition is permitted by the Panel) prior to the Long-Stop Date or if the Acquisition is withdrawn or lapses in accordance with its terms prior to the Long-Stop Date. In addition, Xxxxxx may terminate the Cooperation Agreement on written notice to Meggitt where the Meggitt directors have publicly withdrawn, adversely qualified, adversely modified or failed to reaffirm or re-issue (when reasonably requested by Xxxxxx to do so) their unanimous and unconditional recommendation that Xxxxxxx Xxxxxxxxxxxx Meggitt Shareholders vote in favour of the Scheme or a competing transaction is either recommended by the directors of Meggitt or completes, becomes effective or is declared or becomes unconditional in all respects. Pursuant to the terms of the Cooperation Agreement, Xxxxxx has undertaken that it will deliver a notice in writing to Meggitt on the business day prior to the Scheme Court Hearing confirming either: (i) the satisfaction or waiver of all conditions (other than Condition 2); or (ii) if permitted by the Panel, that it intends to invoke one or more Conditions. The Cooperation Agreement also contains provisions that will apply in respect of the Meggitt Share Schemes and certain other employee incentive arrangements. Clean Team Agreement Xxxxxx and Meggitt have entered into a due diligence clean team agreement dated 7 July 2021 (the Clean Team Agreement), which sets out how any confidential information that is commercially sensitive can be disclosed, used or shared for the purposes of due diligence, synergies evaluation, integration planning and regulatory clearance. Such commercially sensitive information must only be made available to the party receiving information through designated persons removed from day-to-day commercial or strategic operations and decisions and external professional advisers. The findings of such designated persons and external advisers may only be relayed to other employees, officers and directors of the receiving party in specified circumstances and subject to certain restrictions.

Cooperation Agreement. Xxxxxx and Meggitt have entered into a cooperation agreement dated 2 August 2021, (Pursuant to the Cooperation Agreement) pursuant to which, among other things: • Xxxxxx has agreed to take or cause to be taken all necessary steps in order to secure the regulatory clearances Bidco and authorisations necessary to satisfy Conditions 3 to 20 (inclusive) of Part A of Appendix 1 to this announcement, in sufficient time to enable the Effective Date to occur prior to the Long-Stop Date; and • Xxxxxx and Meggitt Earthport have each agreed to certain undertakings cooperate in relation to co-operate obtaining any consents, clearances, permissions, waivers and/or approvals as may be necessary, and provide each the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Acquisition. Additionally, Bidco has undertaken to Earthport to, amongst other with reasonable information, assistance things: (i) publish the Offer Document as soon as practicable and access in any event within 28 calendar days of this Announcement; (ii) keep Earthport informed in relation to the filingsreceipt of acceptances of the Offer; (iii) not take any action which would cause the Offer not to proceed, submissions and notifications to lapse or to be made withdrawn, in relation to such regulatory clearances and authorisations. Under the terms each case for non-fulfilment of the Cooperation Agreement, Xxxxxx has agreed with Meggitt that it will offer a number of legally binding commitments to HM Government, as further described at paragraph 9 above. The Cooperation Agreement records the parties’ intentions to implement the Acquisition by way of Scheme, subject acceptance condition prior to the ability 60th day following publication of Xxxxxx the Offer Document; (iv) not, without the prior consent of Earthport, declare the Offer unconditional as to implement acceptances prior to the Acquisition deadline for satisfying the acceptance condition permitted under the Code, unless all of the remaining Conditions either have been or are reasonably expected to be satisfied or waived prior to the deadline permitted under the Code for declaring the Offer unconditional in all respects; (v) if, following the Offer having become or been declared unconditional as to acceptances, any Condition relating to a material regulatory clearance has not been satisfied by way the deadline under the Code for declaring the Offer unconditional in all respects, Bidco shall: (a) waive all other outstanding Conditions that are capable of a Takeover Offer in certain circumstances set out in the Cooperation Agreement waiver; and with (b) seek the consent of the Panel to extend such deadline to a date agreed with Earthport and the Panel; and (vi) prepare and implement appropriate proposals in relation to the Earthport Share Plans and Warrants. In addition, Bidco has agreed to certain provisions if it elects to switch to a Scheme. The Cooperation Agreement will be capable of termination by either party terminate in certain circumstances, including if the Scheme does not become Effective by Acquisition is withdrawn or lapses, if any Condition becomes incapable of satisfaction, if the Long-Stop DateEarthport Directors withdraw their recommendation of the Acquisition, a competing transaction proposal (as defined in the Cooperation Agreement) is recommended by the Earthport Board or completes, becomes effective or is declared or becomes unconditional in all respects, any Condition has been invoked by Xxxxxx (in circumstances where invocation of the relevant Condition is permitted by the Panel) prior to the Long-Stop Date or if the Acquisition is withdrawn or lapses in accordance with its terms prior to the Long-Stop Date. In addition, Xxxxxx may terminate the Cooperation Agreement on written notice to Meggitt where the Meggitt directors have publicly withdrawn, adversely qualified, adversely modified or failed to reaffirm or re-issue (when reasonably requested by Xxxxxx to do so) their unanimous otherwise as agreed between Bidco and unconditional recommendation that Xxxxxxx Xxxxxxxxxxxx vote in favour of the Scheme or a competing transaction is either recommended by the directors of Meggitt or completes, becomes effective or is declared or becomes unconditional in all respects. Pursuant to the terms of the Cooperation Agreement, Xxxxxx has undertaken that it will deliver a notice in writing to Meggitt on the business day prior to the Scheme Court Hearing confirming either: (i) the satisfaction or waiver of all conditions (other than Condition 2); or (ii) if permitted by the Panel, that it intends to invoke one or more Conditions. The Cooperation Agreement also contains provisions that will apply in respect of the Meggitt Share Schemes and certain other employee incentive arrangements. Clean Team Agreement Xxxxxx and Meggitt have entered into a due diligence clean team agreement dated 7 July 2021 (the Clean Team Agreement), which sets out how any confidential information that is commercially sensitive can be disclosed, used or shared for the purposes of due diligence, synergies evaluation, integration planning and regulatory clearance. Such commercially sensitive information must only be made available to the party receiving information through designated persons removed from day-to-day commercial or strategic operations and decisions and external professional advisers. The findings of such designated persons and external advisers may only be relayed to other employees, officers and directors of the receiving party in specified circumstances and subject to certain restrictionsEarthport.