Co-operation agreement (with reverse break fee)—takeover
Co-operation agreement (with reverse break fee)—takeover

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Co-operation agreement (with reverse break fee)—takeover
  • Recitals:
  • 1 Definitions and interpretation
  • 2 Publication of the Announcement and the terms of the Acquisition
  • 3 Undertakings in relation to satisfaction of the Pre-Conditions and the Conditions
  • 4 Scheme Document
  • 5 Offeror public documents and shareholder approval
  • 6 Commercially sensitive information
  • 7 Implementation of the Scheme and switching to an Offer
  • 8 Conduct of business
  • More...

Co-operation agreement (with reverse break fee)—takeover

This Agreement is made on [insert day and month] 20[insert year]

Parties

  1. 1

    [Insert name of offeror] incorporated in [England and Wales] under number [insert company number] whose registered office is at [insert address] (the Offeror), and

  1. 2

    [Insert name of offeree] incorporated in [England and Wales] under number [insert company number] whose registered office is at [insert address] (the Offeree)

Recitals:

    1. (A)

      The Offeror intends to make a recommended [pre-conditional ]offer for the entire issued and to be issued ordinary share capital of the Offeree[, excluding any shares held in treasury,] (Acquisition), on the terms and subject to the conditions set out in the Announcement.

    1. (B)

      It is intended that the Acquisition will be effected by means of a scheme of arrangement of the Offeree pursuant to Part 26 of the Companies Act 2006 (Scheme), but the Offeror reserves the right, as set out in (and subject to the terms and conditions of) the Announcement and clause 7.3 of this agreement, to elect to implement the Acquisition by way of a takeover offer (Offer).

    1. (C)

      The parties have agreed to take certain steps to effect the completion of the Acquisition and wish to enter into this agreement to record their respective obligations relating to such matters.

The parties agree:

    1. 1

      Definitions and interpretation

      1. 1.1

        In this agreement:

        Acceptance Condition

        1. means the acceptance condition to any

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