OF THE SCHEME. Section 3.1 Responsibilities of WTW in Respect of the Scheme. WTW shall, unless this Agreement has been validly terminated pursuant to and in accordance with Section 9.1:
OF THE SCHEME. 7.1 For so long as the Transaction is being implemented by means of the Scheme, each of Vantiv and Vantiv Bidco undertakes to Worldpay:
OF THE SCHEME. 4.1 Where the Transaction is being implemented by way of the Scheme, Bidco undertakes to deliver a notice in writing to Tungsten on the Business Day prior to the Sanction Hearing, confirming either:
OF THE SCHEME. 7.1 Where the Acquisition is being implemented by way of the Scheme, MMC BidCo undertakes that before the Sanction Hearing, it shall deliver a notice in writing to JLT either:
OF THE SCHEME. 4.1 Without prejudice to Clause 3, each of Equinix, Equinix UK and IXEurope shall, as promptly as reasonably practicable, take or cause to be taken all such steps as are within its power and necessary (and in so far as it is permitted by law and regulation), and to provide each other with such other assistance as may reasonably be required, to implement the Acquisition as soon as reasonably practicable, including without limitation:
OF THE SCHEME. 5.1 Where the Transaction is being implemented by way of the Scheme, Bidder undertakes to deliver a notice in writing to Target and the Panel on the Business Day prior to the Scheme Hearing, confirming either:
OF THE SCHEME. 5.1 Where the Acquisition is being implemented by way of the Scheme, and provided that the date set for the Court Sanction Hearing has been agreed to by Bidder in writing (acting reasonably and in good faith) or otherwise set for a date no earlier than ten days after the date on which the Regulatory Conditions have been satisfied (or where applicable, waived), Bidder undertakes that, by no later than 11.59 p.m. on the Business Day immediately preceding the Court Sanction Hearing, it shall deliver a notice in writing to Target either:
OF THE SCHEME. 3.1 Responsibilities of Yew Grove in respect of the Scheme Unless this Agreement has been terminated pursuant to clause 10, Yew Grove shall:
OF THE SCHEME. 7.1 Chaucer agrees to coordinate the implementation of the Scheme with Hanover in accordance with the Timetable, and in particular agrees that it shall not, without the prior written approval of Hanover (such consent not to be unreasonably withheld or delayed):
OF THE SCHEME. 4.1 Where the Acquisition is being implemented by way of the Scheme, AbbVie undertakes that before the Sanction Hearing, it shall deliver a notice in writing to Shire either: (i) confirming the satisfaction or waiver of all Conditions (other than Condition 2(c) (Court Sanction)); or (ii) confirming its intention to invoke a Condition and, if (ii), it shall as soon as reasonably practicable following such event or circumstance provide reasonable details of the event which has occurred, or circumstance which has arisen, which AbbVie reasonably considers is sufficiently material for the Panel to permit AbbVie to invoke any of the Conditions.
