definiens: means any governmental, legal orarbitration proceedings ( including any such proceedings which are pending or threatened of which [COMPANY] is aware ) which may have, or have had, significanteffects on the financial position or profitability of the [COMPANY] Group or the relevant [COMPANY] Businesses ( as determined by [COMPANY], acting reasonably ) ) ; ( C ) in relation to [COMPANY] and the [COMPANY] Businesses, the verification in accordance with the requirements of clause 2.8 of any public documents or parts thereof producedby [COMPANY] in connection with the [COMPANY] Shareholder Approval Condition under the Listing Rules or otherwise ( including, for the avoidance of doubt, the [COMPANY] Class 1Circular and any supplementary circular thereto ( and/or any other amended, supplemental or supplemented material, document, announcement or notice thereto orfollowing publication thereof ) ) ; ( D ) upon reasonable request by [COMPANY], assisting [COMPANY] and its Representatives in the making of any submissions, applications and/or notifications to, providing information toand / or engaging in discussions, negotiations and/or any other communication with, the FCA ( including, for the avoidance of doubt, the UKLA ) in connection with theGSK Shareholder Approval Condition ; and ( E ) taking reasonable steps to provide access to, and to procure that information, documentation, co - operation and assistance is provided by, [COMPANY] ’s professionaladvisers ( including, for the avoidance of doubt, [COMPANY] ’s accountants ) in connection 46 with the [COMPANY] Shareholder Approval Condition, including reasonable co - operation and assistance for the purposes of and in connection with : ( i ) the provision of customary comfort letters ( addressed to [COMPANY] and/or and of its respective Representatives ) in relation to the [COMPANY] Class 1 Circular and/or anysupplementary circular thereto ( and/or any other amended, supplemental or supplemented material, document, announcement or notice thereto or following thepublishing thereof ) ; and ( ii ) the preparation and approval by the UKLA of the [COMPANY] Class 1 Circular and/or any supplementary circular thereto ( and/or any other amended, supplemental orsupplemented material, document, announcement or notice thereto or following the publishing thereof )