Ineligible Foreign Shareholders. (a) Pubco has no obligation to allot or issue New Pubco Shares to an Ineligible Foreign Shareholder under the Scheme and, instead:
(i) Pubco must issue the New Pubco Shares attributable to, and which would otherwise be required to be provided to, the Ineligible Foreign Shareholder under the Scheme to the Sale Agent;
(ii) Pubco must procure that, within 30 Business Days after the Implementation Date, the Sale Agent, in consultation with Pubco, sells or procures the sale (including on an aggregated or partially aggregated basis), in the ordinary course of trading on the NASDAQ, of all the New Pubco Shares issued to the Sale Agent and remits to Pubco the proceeds of sale (after deduction of any applicable brokerage, stamp duty and other costs, taxes and charges) (the Proceeds); and
(iii) Pubco must, within 5 Business Days after receipt of the Proceeds from the Sale Agent, pay, or procure the payment, to each Ineligible Foreign Shareholder the amount calculated in accordance with the following formula and rounded down to the nearest cent: A = (B/C) x D where A is the amount to be paid to the Ineligible Foreign Shareholder; B is the number of New Pubco Shares attributable to, and that would otherwise have been issued to, that Ineligible Foreign Shareholder had it not been an Ineligible Foreign Shareholder and which are instead issued to the Sale Agent; C is the total number of New Pubco Shares attributable to, and which would otherwise have been issued to, all Ineligible Foreign Shareholders collectively and which are instead issued to the Sale Agent; and D is the Proceeds (as defined in clause 4.6(a)(ii)).
(b) None of Pubco, SPAC, BTH or the Sale Agent gives any assurance as to the price that will be achieved for the sale of New Pubco Shares described in this clause 4.5(a), and the sale of the New Pubco Shares under this clause 4.5(a) will be entirely at the risk of the Ineligible Foreign Shareholder.
(c) Pubco must appoint the Sale Agent at least two weeks prior to the Scheme Meeting, which Sale Agent shall be subject to the prior written consent of BTH.
Ineligible Foreign Shareholders. Vocus will be under no obligation under this Scheme to issue, and will not issue, any New Vocus Shares to Ineligible Foreign Shareholders, and instead:
Ineligible Foreign Shareholders. Unless Vocus is satisfied that the laws of an Ineligible Foreign Shareholder's country of residence (as shown in the M2 Register) permit the issue of New Vocus Shares to the Ineligible Foreign Shareholder either unconditionally or after compliance with terms which Vocus reasonably regards as acceptable and practical:
(a) Vocus will be under no obligation under the Scheme to issue, and will not issue, any New Vocus Shares to Ineligible Foreign Shareholders, and instead will issue the New Vocus Shares that would otherwise have been issued to the Ineligible Foreign Shareholders to a nominee appointed by Vocus;
(b) Vocus will procure that as soon as reasonably practicable, and in any event no more than 15 Business Days after the Implementation Date, the nominee sell those New Vocus Shares issued to the nominee on-market in such manner, at such price and on such other terms as the nominee determines in good faith;
(c) promptly after the last sale of those New Vocus Shares, Vocus will procure that the nominee pays the net proceeds from that sale (after deducting any applicable brokerage, stamp duty and other selling costs, taxes and charges) to Vocus; and
(d) Xxxxx will then remit the proceeds it receives from the nominee to each Ineligible Foreign Shareholder in accordance with their entitlement.
Ineligible Foreign Shareholders. If clause 4.1(a)(ii) applies, Xxxxxx will procure that the Nominee:
(a) as soon as reasonably practicable sells, in a manner reasonably determined by the Nominee, for the benefit of the Ineligible Foreign Shareholders all the Share CDIs issued to the Nominee under clause 4.1(a)(ii);
(b) accounts to each Ineligible Foreign Shareholder for the net proceeds of sale of the Share CDIs issued to the Nominee in respect of that Ineligible Foreign Shareholder’s entitlement under clause 4.1(a)(ii) (but calculated on an averaged basis so that all Ineligible Foreign Shareholders receive the same price per Share CDI (as the case may be), subject to rounding to the nearest whole cent) after deduction of any applicable brokerage, taxes and charges, at the Ineligible Foreign Shareholder’s risk in full satisfaction of the Ineligible Foreign Shareholder’s rights under the Share Scheme; and
(c) remits to the Ineligible Foreign Shareholder the net proceeds of sale in respect of the Ineligible Foreign Shareholder’s entitlement under this clause 4.4, such proceeds to be dispatched by mail to the Ineligible Foreign Shareholder’s address as shown in the Share Register by cheque in Australian currency.
Ineligible Foreign Shareholders.
(a) Where a Scheme Shareholder is an Ineligible Foreign Shareholder, Boart Canada has no obligation to issue the Scheme Consideration to the Ineligible Foreign Shareholder and must instead issue the Scheme Consideration to which the Ineligible Foreign Shareholder would have been entitled had the Ineligible Foreign Shareholder been an Eligible Scheme Shareholder to the Sale Agent.
(b) The terms of issue to the Sale Agent must be that where the Sale Agent is issued with Scheme Consideration, the Sale Agent must:
(i) as soon as is reasonably practicable (but, in any case within one month after the Implementation Date) offer all such Scheme Consideration for sale on ASX in the manner and on the terms the Sale Agent thinks fit (and at the risk of the Ineligible Foreign Shareholder); and
(ii) as soon as is reasonably practicable (but, in any case within 10 Business Days after settlement of all the sales of such Scheme Consideration), remit to each Ineligible Foreign Shareholder the same portion of the net proceeds of all such sales (after deduction of any applicable fees, brokerage, taxes and charges) as the Scheme Consideration issued to the Sale Agent in respect of that Ineligible Foreign Shareholder bears to the total Scheme Consideration issued to and sold by the Sale Agent under paragraph (i).
(c) The remittance by the Sale Agent to each Ineligible Foreign Shareholder of the sale proceeds contemplated by clause 2.5(b) is in full and final satisfaction of that Ineligible Foreign Shareholder's rights and entitlements to the Scheme Consideration.
Ineligible Foreign Shareholders. (a) Superloop will be under no obligation under the Scheme to issue, and will not issue, any New Superloop Shares to any Ineligible Foreign Shareholder, and instead, unless Superloop and BigAir otherwise agree, Superloop will issue on the Implementation Date the New Superloop Shares to which that Ineligible Foreign Shareholder would otherwise have been entitled (if they were a Scheme Shareholder who was not an Ineligible Foreign Shareholder) to a nominee appointed by Superloop.
(b) Where New Superloop Shares are issued to a nominee pursuant to clause 4.7(a), Superloop will procure that, as soon as reasonably practicable and in any event not more than 15 Business Days after the Implementation Date, the nominee:
(i) sells on ASX or another prescribed financial market all of the New Superloop Shares issued to the nominee in accordance with clause 4.7(a) in such manner, at such price and on such other terms as the nominee determines in good faith, and at the risk of the Ineligible Foreign Shareholders; and
(ii) remits to Superloop the proceeds of sale (after deducting any applicable brokerage, stamp duty and other selling costs, taxes and charges).
(c) Where New Superloop Shares are issued to a nominee pursuant to clause 4.7(a), promptly after the last remittance in accordance with clause 4.7(b)(ii), Superloop will pay to each Ineligible Foreign Shareholder the proportion of the net proceeds of sale received by Superloop pursuant to clause 4.7(b)(ii) to which that Ineligible Foreign Shareholder is entitled.
Ineligible Foreign Shareholders. Where a Scheme Shareholder is an Ineligible Foreign Shareholder, the number of Holdco Shares to which that Ineligible Foreign Shareholder would otherwise have been entitled to under Share Scheme will be issued to a nominee appointed by Holdco.
Ineligible Foreign Shareholders. (a) SSE will be under no obligation under the Scheme to provide or cause to be provided any SSE Shares to any Ineligible Foreign Shareholder, and instead SSE will transfer or cause to be transferred the SSE Shares to which the Ineligible Foreign Shareholder would otherwise have been entitled to a VII appointed nominee (Sale Nominee).
(b) VII will procure that, as soon as reasonably practicable and in any event not more than 15 Business Days after the Implementation Date, the Sale Nominee uses its best endeavours to sell the SSE Shares transferred to the Sale Nominee pursuant to clause 4.4(a) in accordance with the process set out in clause 5.6 of the Scheme.
(c) In the event that SSE Shares remain unsold by the Sale Nominee in accordance with clause 4.4(b), VII will procure that Corbyns International Limited (registered number 1374080) will, as soon as reasonably practicable, purchase all of the remaining SSE Shares from the Sale Nominee.
(d) Promptly after the last sale of SSE Shares in accordance with clause 4.4(b) or clause 4.4(c) (as applicable), VII will procure that the Sale Nominee pay to each Ineligible Foreign Shareholder the proportion of the Proceeds to which the Ineligible Foreign Shareholder is entitled.
Ineligible Foreign Shareholders. Subject to the Corporations Act, the Bidder will, unless satisfied that the laws of a Ineligible Foreign Shareholder’s country of residence (as shown in the Target’s register of members) permit the issue of Bidder Shares to the Ineligible Foreign Shareholder either unconditionally or after compliance with conditions which Bidder reasonably regards as not unduly onerous or unduly impracticable, issue Bidder Shares (to which a Ineligible Foreign Shareholder would otherwise be entitled) to a nominee appointed by the Bidder who will sell those Bidder Shares and pay to that Ineligible Foreign Shareholder the net proceeds received (after deducting the applicable brokerage, taxes and charges) in accordance with the Offer, calculated on an average basis per Bidder Share so that all Ineligible Foreign Shareholders receive the same price per Bidder Share (subject to rounding).
Ineligible Foreign Shareholders. BIP will be under no obligation to provide or cause to be provided, and must not provide, any BIP CDIs under this Scheme to any Ineligible Foreign Shareholder and, instead, Table of Contents subject to clause 5.11, must procure that those BIP CDIs (including fractions of BIP CDIs) which, but for this clause 5.6, would be required to be so provided are dealt with on behalf of the Ineligible Foreign Shareholders in accordance with clause 5.7.
