Ineligible Overseas Shareholders. 3.7 Where a Scheme Shareholder is an Ineligible Overseas Shareholder, the number of CDIs to which the Scheme Shareholder would otherwise be entitled under the ShareScheme will be issued to a Nominee of Unilife Corporation who will sell those CDIs as soon as reasonably practicable (at the risk of that Ineligible Overseas Shareholder) and pay the net proceeds received in Australian dollars (calculated on an averaged basis so that all Ineligible Overseas Shareholders receive the same price per CDI subject to rounding to the nearest cent), after deducting any applicable brokerage and other taxes and charges, to that Ineligible Overseas Shareholder in full satisfaction of that Ineligible Overseas Shareholder’s rights to Share Scheme Consideration.
Ineligible Overseas Shareholders. (a) New TopCo has no obligation to issue, and will not issue, any Scheme Consideration under this Scheme to any Ineligible Overseas Shareholder.
Ineligible Overseas Shareholders. PEM will be under no obligation under the Scheme to issue, and will not issue, any PEM Shares or PEM Options to an Ineligible Overseas Shareholder, and instead:
Ineligible Overseas Shareholders. (a) Aevum will be under no obligation under the Scheme to issue, and will not issue, any New Aevum Shares to an Ineligible Overseas Shareholder, and instead: 8
Ineligible Overseas Shareholders. 4.7 Where a Scheme Shareholder is an Ineligible Overseas Shareholder, the Company will procure that Unilife Corporation, in accordance with its covenant in favour of Scheme Shareholders contained in clause 2.2 of the Share Scheme Deed Poll, issues the number of CDIs to which the Scheme Shareholder would otherwise be entitled under this Share Scheme to a Nominee of Unilife Corporation who will sell those CDIs as soon as reasonably practicable (at the risk of that Ineligible Overseas Shareholder) and pay the net proceeds received (calculated on an averaged basis so that all Ineligible Overseas Shareholders receive the same price per CDI subject to rounding to the nearest cent), after deducting any applicable brokerage and other taxes and charges, to that Ineligible Overseas Shareholder in full satisfaction of that Ineligible Overseas Shareholder’s rights to Share Scheme Consideration. The net proceeds of sale will be paid by cheque in Australian dollars and dispatched by mail to Ineligible Overseas Shareholders to their address in the Share Register.
Ineligible Overseas Shareholders. Where a Palmarejo Shareholder is an Ineligible Overseas Shareholder in relation to the issue of Coeur Shares, the number of Coeur Shares to which the Palmarejo Shareholder would otherwise be entitled under the Plan will be issued to a nominee appointed by agreement between Palmarejo and Coeur who will sell those Coeur Shares as soon as practicable and in any event not more than 28 days after the Implementation Date (at the risk of that Ineligible Overseas Shareholder) and remit to Palmarejo the proceeds received, after deducting any applicable brokerage, costs, taxes and charges, to that Ineligible Overseas Shareholder in full satisfaction of that Ineligible Overseas Shareholder’s rights in relation to Coeur Shares under the Plan.
Ineligible Overseas Shareholders. BACKGROUND (A) On or about 10 May 2023, Allkem, Livent and Arcadium Lithium entered into a transaction agreement with respect to (among other things) the Scheme and associated matters (Transaction Agreement). (B) Under the Transaction Agreement: (1) Allkem has agreed to propose the Scheme, pursuant to which (among other things): (i) Arcadium Lithium will provide to each Eligible Shareholder the Scheme Consideration in respect of each of their Scheme Shares; and (ii) the Eligible Shareholders will transfer to Arcadium Lithium, and Arcadium Lithium will acquire, all of the Scheme Shares; and (2) Arcadium Lithium has agreed to (among other things) enter into this Deed Poll. (C) Arcadium Lithium is executing this Deed Poll to covenant in favour of the Eligible Shareholders and the Ineligible Overseas Shareholders to perform its obligations under the Scheme. ARCADIUM LITHIUM DECLARES AS FOLLOWS 1 INTERPRETATION 1.1 Definitions Insolvency Event means, in respect of a person: (a) an administrator being appointed to the person; (b) any of the following occurring: (i) a controller or analogous person being appointed to the person or any of the person’s property; (ii) an application being made to a court for an order to appoint a controller, provisional liquidator, trustee for creditors or in bankruptcy or analogous person to the person or any of the person’s property, other than where the application is stayed, withdrawn, dismissed or set aside within 14 days; or (iii) an appointment of the kind referred to in subparagraph (ii) being made (whether or not following a resolution or application);
Ineligible Overseas Shareholders. PRELIMINARY MATTERS (A) Allkem is a public company limited by shares incorporated in Australia. It has its registered office at registered office is at Level 00, 00 Xxxxx Xxxxxx, Xxxxxxxx XXX 0000. Allkem is admitted to the official list of ASX and Allkem Shares are quoted on the securities exchange operated by ASX and the TSX. (C) Livent Corporation (Livent) is a public corporation incorporated in Delaware, in the United States of America. It has its principal executive office at 0000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. Livent stock is listed on NYSE. (D) Arcadium Lithium plc (Arcadium Lithium) is a public limited company incorporated under the laws of the Bailiwick of Jersey. It has its registered address at Xxxxx 00, Xxxxxxx Xxx, Xxxxxxx Airport House, Shannon, Co. Xxxxx X00 X000 Ireland. (E) Allkem, Livent and Arcadium Lithium entered into the Transaction Agreement on or about 10 May 2023 to facilitate (among other things) the implementation of this Scheme as part of the Transaction. (F) By no later than the day that is one Business Day prior to the First Court Date, Arcadium Lithium will have executed the Deed Poll under which Arcadium Lithium will covenant in favour of the Eligible Shareholders and Ineligible Overseas Shareholders to perform the obligations attributable to it under this Scheme, including to provide the Scheme Consideration to Eligible Shareholders in accordance with the terms of this Scheme. (G) If this Scheme becomes Effective: (a) after the Scheme Record Date and prior to Scheme Implementation, all of the Ineligible Shares will be transferred to the Sale Nominee; and (b) on the Implementation Date: (i) Arcadium Lithium will provide the Scheme Consideration to Eligible Shareholders (including the Sale Nominee) in accordance with the terms of this Scheme and the Deed Poll; (ii) all of the Scheme Shares, and all of the rights and entitlements attaching to them as at the Implementation Date, will be transferred to Arcadium Lithium; and (iii) Allkem will enter Arcadium Lithium’s name in the Allkem Share Register as the holder of all of the Scheme Shares; and (c) following the Implementation Date, the Consideration CDIs issued to the Sale Nominee on Scheme Implementation in respect of the Ineligible Shares transferred to it under paragraph (a) will be sold by the Sale Nominee, with the net proceeds of such
Ineligible Overseas Shareholders. (a) Arcadium Lithium has no obligation to issue, and will not issue, any Scheme Consideration under this Scheme to any Ineligible Overseas Shareholder. (b)
Ineligible Overseas Shareholders. (a) TABCORP will be under no obligation under the Ordinary Scheme to issue, and will not issue, any TABCORP Shares to an Ineligible Overseas Shareholder, and instead:
