Ineligible Foreign Holders Clause Samples
The Ineligible Foreign Holders clause defines restrictions on the ownership or transfer of securities to individuals or entities located in certain foreign jurisdictions. Typically, this clause prevents the issuance or transfer of shares to holders in countries where such transactions would violate local laws or trigger additional regulatory requirements, such as registration or reporting obligations. Its core function is to ensure compliance with international securities regulations and to protect the issuer from legal and administrative complications arising from cross-border ownership.
Ineligible Foreign Holders. (a) Red Light has no obligation under this Scheme to issue any Scheme Consideration to an Ineligible Foreign Holder under the Scheme.
(b) The Red Light Shares that would, but for this clause 6.8, have been issued to an Ineligible Foreign Holder as Scheme Consideration, must be issued by Red Light to the Sale Agent and Red Light must procure that:
(i) the name and registered address of the Sale Agent is entered into the Red Light Share Register on the Implementation Date in respect of the Red Light Shares required to be issued to it under clause 5.4(b); and
(ii) a holding statement is sent to the registered address of the Sale Agent, representing the number of Red Light Shares issued to it.
(c) Red Light must procure that the Sale Agent:
(i) as soon as reasonably practicable and, in any event, not more than 15 Business Days after the Implementation Date, sells all the Red Light Shares issued to the Sale Agent pursuant to clause 6.8(b) in such manner, or such financial market, at such price and on such other terms as the Sale Agent determines in good faith for the benefit of the Ineligible Foreign Holders; and
(ii) promptly after receiving the proceeds in respect of the sale of all of the Red Light Shares referred to in clause 6.8(c)(i):
(A) accounts to the Ineligible Foreign Holders for the net proceeds of sale (on an averaged basis so that all Ineligible Foreign Holders receive the same price per Red Light Share, subject to rounding to the nearest whole cent) in Australian dollars (after deduction of any applicable brokerage, foreign exchange, stamp duty and other selling costs, taxes and charges) at the Ineligible Foreign Holders’ risk in full satisfaction of the Ineligible Foreign Holders’ rights under this Scheme; and
(B) remits the net proceeds of sale to the Ineligible Foreign Holders by dispatching, or procuring the dispatch of, a cheque for the relevant amount in Australian dollars drawn in the name of the Ineligible Foreign Holders (or in the case of joint holders, in accordance with clause 6.4) by ordinary pre-paid post to the address of that Ineligible Foreign Holder appearing in the Creso Share Register on the Record Date.
(d) In the event that the Sale Agent believes, after consultation with ▇▇▇▇▇, that an Ineligible Foreign Holder is not known at its address appearing in the Creso Share Register on the Record Date, the Sale Agent may credit the amount payable to that Ineligible Foreign Holder to a separate bank account of Red Light to be held ...
Ineligible Foreign Holders. (a) US Holdco will be under no obligation under this deed to allot or issue, and will not issue or procure to be issued any Scheme Consideration (in the form of US Holdco CDIs) in the name of any Ineligible Foreign Holder and, instead, will issue the US Holdco CDIs to which the Ineligible Foreign Holder would have otherwise been entitled to the Sale Agent, in trust for the Ineligible Foreign Holder who is the beneficial owner thereof.
(b) US Holdco will:
(i) instruct the Sale Agent, acting on behalf of the Ineligible Foreign Holders and not on the behalf of Piedmont or US Holdco, to sell all of the US Holdco CDIs issued in the name of the Sale Agent pursuant to clause 4.6(a) in such manner, or such financial market, at such price and on such other terms as the Sale Agent determines in good faith, as soon as reasonably practicable and in any event not more than 30 Business Days after the Implementation Date; and
(ii) remit, or procure to be remitted, to the Ineligible Foreign Holder the proceeds of its sale (on an averaged basis so that all Ineligible Foreign Holders receive the same price per US Holdco CDI, subject to rounding to the nearest whole cent) in Australian dollars (after deducting any applicable brokerage, foreign exchange, stamp duty and other selling costs, taxes and charges).
Ineligible Foreign Holders. Where a Scheme Participant is an Ineligible Foreign Holder, the number of New SPI Shares to which the Scheme Participant would otherwise be entitled, will be issued to a nominee approved by SPI, EXG and ASIC (if necessary), who will sell those New SPI Shares as soon as practicable (and in any event not more than fifteen (15) Business Days after the Implementation Date), at the risk of that Ineligible Foreign Holder, and pay the proceeds received, after deducting any applicable brokerage, stamp duty and other taxes and charges, and selling costs, to that Ineligible Foreign Holder in full satisfaction of that Ineligible Foreign Holder’s rights under this agreement to Scheme Consideration.
Ineligible Foreign Holders. (a) Where an Ineligible Foreign Holder would otherwise be entitled to receive Parent Shares as Scheme Consideration pursuant to clause 4.3, Parent has no obligation to issue any Parent Shares to the Ineligible Foreign Holder, and instead:
(i) Parent will issue to a nominee appointed by SMX any Parent Shares to which an Ineligible Foreign Holder would otherwise be entitled;
(ii) Parent will procure that, as soon as reasonably practicable and in any event not more than 15 Business Days after the Implementation Date, the nominee:
(A) sells or procures the sale of all of the Parent Shares issued to the nominee pursuant to clause 4.5(a)(i), in the ordinary course of trading on NASDAQ; and
(B) remits to Parent the proceeds of sale (after deducting any applicable brokerage, stamp duty and other selling costs, taxes and charges); and
(iii) promptly after the last sale of Parent Shares in accordance with clause 4.5(a)(ii)(A), Parent will pay to each Ineligible Foreign Holder an amount equal to the proportion of the net proceeds of sale received by Parent under clause 4.5(a)(ii)(B) to which that Ineligible Foreign Holder is entitled in full satisfaction of the Ineligible Foreign Holder entitlement to the relevant Parent Shares.
(b) None of SMX, Parent or the relevant nominee gives any assurance as to the price that will be achieved for the sale of Parent Shares in accordance with this clause 4.5 and the sale of Parent Shares will be at the risk of the Ineligible Foreign Holder.
Ineligible Foreign Holders. Red Light will be under no obligation under this deed to allot or issue, and will not issue or procure to be issued any Option Scheme Consideration in the name of any Ineligible Foreign Holder and, instead, will issue the Red Light Shares to which the Ineligible Foreign Holder would have otherwise been entitled to the Sale Agent, in trust for the Ineligible Foreign Holder who is the beneficial owner thereof.
Ineligible Foreign Holders. (a) Red Light will be under no obligation under this deed to allot or issue, and will not issue or procure to be issued any Scheme Consideration in the name of any Ineligible Foreign Holder and, instead, will issue the Red Light Shares to which the Ineligible Foreign Holder would have otherwise been entitled to the Sale Agent, in trust for the Ineligible Foreign Holder who is the beneficial owner thereof.
(b) Red Light will:
(i) instruct the Sale Agent, acting on behalf of the Ineligible Foreign Holders and not on the behalf of Creso or Red Light, to sell all of the Red Light Shares issued in the name of the Sale Agent pursuant to clause 4.7(a) in such manner, or such financial market, at such price and on such other terms as the Sale Agent determines in good faith, as soon as reasonably practicable and in any event not more than 15 Business Days after the Implementation Date; and
(ii) remit, or procure to be remitted, to the Ineligible Foreign Holder the proceeds of its sale (on an averaged basis so that all Ineligible Foreign Holders receive the same price per Red Light Share, subject to rounding to the nearest whole cent) in Australian dollars (after deducting any applicable brokerage, foreign exchange, stamp duty and other selling costs, taxes and charges).