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. 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. 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. 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. (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.
(a) Ineligible Foreign Shareholders are not entitled to be issued the Scheme Consideration under clause 3.1(b). Instead, the Scheme Consideration that, but for this clause 3.3, would be issued to the Ineligible Foreign Shareholders will be issued to a person nominated by Boart Longyear for this purpose (the Sale Agent).
(b) Where the Sale Agent is issued Scheme Consideration under this clause 4.6, Boart Xxxxxxxx will cause the Sale Agent to:
(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 Shareholders); and
(ii) as soon as 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 proportion 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 3.3(b) is in full and final satisfaction of that Ineligible Foreign Shareholder's rights and entitlements to the Scheme Consideration.
(d) Each Ineligible Foreign Shareholder appoints Boart Longyear, and each director and officer of Boart Longyear, as its agent to receive on its behalf any financial services guide or other notice that may be given under the Corporations Act by the Sale Agent to each Ineligible Foreign Shareholder for or in connection with its appointment or the sales.
Ineligible Foreign Shareholders. (a) Newmont must ensure that the New Newmont Shares or New Newmont CDIs to which an Ineligible Foreign Shareholder would otherwise have been entitled will be issued to a nominee appointed by Newmont.
(b) Newmont must procure that the nominee:
(1) as soon as reasonably practicable after the Implementation Date (and in any event within 15 days on which Newmont Shares are capable of being traded on NYSE) sells or procures the sale of all of the New Newmont Shares issued to the nominee pursuant to clause 4.4(a) in the ordinary course of trading on NYSE and in such manner, at such price and on such other terms as the nominee reasonably determines; and
(2) as soon as reasonably practicable after settlement (and in any event within 10 Business Days) remits to Newmont the proceeds of sale (after deducting any reasonable brokerage or other selling costs, taxes and charges).
(c) Promptly after the last sale of New Newmont Shares in accordance with clause 4.4(b), Newmont will pay to each Ineligible Foreign Shareholder an amount equal to the proportion of the net proceeds of sale received by Newmont pursuant to clause 4.4(b)(2) to which that Ineligible Foreign Shareholder is entitled in full satisfaction of the Ineligible Foreign Shareholder’s entitlement to the relevant New Newmont Shares or New Newmont CDIs.
(d) Newmont must appoint the nominee on terms reasonably acceptable to Newcrest at least 5 Business Days before the date of the Scheme Meeting.
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. (a) The New Aevum Shares to which an Ineligible Foreign Shareholder would otherwise have become entitled will be issued to a nominee appointed by Aevum who will, in accordance with the Scheme, sell those New Aevum Shares at such time or times, in such manner and on such terms and condition as the nominee thinks fit in its absolute discretion (and at the risk of the Ineligible Foreign Shareholder) and pay the proceeds received, after deducting any applicable brokerage, stamp duty and other taxes and charges, to the Ineligible Foreign Shareholder.
(b) Aevum must appoint the nominee at least two weeks before the Scheme Meeting. The identity of the nominee and the terms and conditions of the appointment of the nominee are subject to IOR's prior approval, such approval not to be unreasonably withheld.
Ineligible Foreign Shareholders. (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 Share Scheme Consideration (in the form of US Holdco Shares) in the name of any Ineligible Foreign Shareholder and, instead, will issue US Holdco Shares to which the Ineligible Foreign Shareholder would have otherwise been entitled to the Sale Agent, in trust for the Ineligible Foreign Shareholder who is the beneficial owner thereof.
(b) US Holdco will:
(i) instruct the Sale Agent, acting on behalf of the Ineligible Foreign Shareholders and not on behalf of Incannex or US Holdco, to sell all of the US Holdco Shares issued in the name of the Sale Agent pursuant to clause 4.4(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 eight weeks after the Implementation Date; and
(ii) remit, or procure to be remitted, to the Ineligible Foreign Shareholder the proceeds of its sale (on an averaged basis so that all Ineligible Foreign Shareholders receive the same price per US Holdco 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).
