Payment of Scheme Consideration. (a) Subject to clause 3, in consideration for the transfer to Vocus of all of the Scheme Shares and all rights and entitlement attaching to them by each Scheme Shareholder, Vocus undertakes in favour of each Scheme Shareholder to provide the Scheme Consideration to each Scheme Shareholder, in accordance with the terms of the Scheme.
(b) Vocus undertakes in favour of each Scheme Shareholder that the New Vocus Shares which are issued to each Scheme Shareholder in accordance with the Scheme will:
(i) rank equally in all respects with all existing issued Vocus Shares; and
(ii) be issued fully paid and free from any mortgage, charge, lien, encumbrance or other security interest.
Payment of Scheme Consideration. 4.1 Subject to clause 3, Bidder undertakes to each Scheme Shareholder:
(a) by no later than three Business Days before the Implementation Date, to deposit in cleared funds an amount equal to the aggregate amount of the Scheme Consideration payable to each Scheme Shareholder into a British pound denominated trust account operated by Target as trustee for the Scheme Shareholders, except that any interest on the amount deposited (less any bank fees and other charges) will be credited to Computershare's account; and
(b) to undertake all other actions attributed to it under, and otherwise comply with its obligations in, the Scheme as if it were a party to the Scheme, subject to and in accordance with the provisions of the Scheme.
Payment of Scheme Consideration. Target must procure that by no later than the 3 Business Days before the Implementation Date, Bidder deposits in cleared funds an amount equal to the aggregate amount of the Scheme Consideration payable to each Scheme Shareholder in a British pound denominated trust account operated by Target (Trust Account) as trustee for the Scheme Shareholders. Any interest on the amounts deposited (less bank fees and other charges) will be credited to Computershare's account. Target must only pay or release, or procure the payment or release, of funds from the Trust Account for the sole purposes of the Bidder satisfying its payment obligations in respect of the Scheme.
Payment of Scheme Consideration. (a) Ebro must pay or procure payment of the Scheme Consideration to Scheme Shareholders by:
(i) on or before 9.30 am on the Implementation Date depositing (or procuring the deposit) into the SunRice Trust Account of the Implementation Funds in cleared funds, such Implementation Funds to be held by the Trustee on trust for the purpose of paying the aggregate Scheme Consideration to the Scheme Shareholders provided that any interest on the Implementation Funds deposited in the SunRice Trust Account (less bank fees and other charges) will be credited to the account of Ebro;
(ii) the Trustee within five Business Days after the Implementation Date paying from the Trust Account to each Scheme Shareholder an amount equal to the Scheme Consideration due to that Scheme Shareholder in accordance with this Scheme by:
(A) despatching or procuring the despatch to the Scheme Shareholder (other than a Scheme Shareholder who has notified an account with an Australian bank as provided by clause 4.5(a)(ii)(B)) of a cheque, by pre-paid ordinary post (or, if the address of the Scheme Shareholder in the Register is outside Australia, by pre-paid airmail post) in an envelope addressed to the address shown in the Register as at the Record Date. In the case of Scheme Shares held in joint names any cheque required to be paid to Scheme (B) making a deposit in an account with any ADI (as defined in the Banking Act 1959 (Cth)) in Australia notified by the Scheme Shareholder to SunRice or the Registrar and recorded in or for the purposes of the Register as at the Record Date.
(b) To the extent that a cheque properly dispatched by or on behalf of the Trustee pursuant to this clause 4.5 is returned to the Trustee as undelivered or the cheque is not presented by a Scheme Shareholder earlier than six months after the Implementation Date (Unclaimed Consideration):
(i) during the one year commencing on the Implementation Date, at the request of a Scheme Shareholder, the Trustee must reissue to that Scheme Shareholder a cheque previously cancelled under this clause;
(ii) the Trustee must deal with the Unclaimed Consideration in accordance with any applicable unclaimed moneys legislation; and
(iii) subject to the Trustee complying with its obligations under clause 4.6(b)(i) and 4.6(b)(ii), the Trustee is discharged from liability to any Scheme Shareholder in respect of the Unclaimed Consideration.
Payment of Scheme Consideration. On the Implementation Date (subject to EZCORP having complied with clause 4.2(a)) CCV must (in accordance with the Scheme) pay to each Scheme Shareholder the Scheme Consideration payable to that Scheme Shareholder from the trust account referred to in clause 4.2(a). Any interest earned on the amount deposited by EZCORP under clause 4.3 will be for the account of EZCORP.
Payment of Scheme Consideration. Subject to clause 3, in consideration for the transfer to EZCORP or the Nominated Subsidiary (as the case may be) of the Scheme Shares on the Implementation Date EZCORP must pay or procure the payment of the Scheme Consideration to each Scheme Shareholder in respect of the Scheme Shares that comprise part of its Scheme Holding in accordance with clause 4.3 of the Scheme.
Payment of Scheme Consideration. Without limiting the generality of clause 4, but subject to clause 3, in consideration of the transfer of all of the Sundance Shares and Sundance Options (other than any Sundance Options that are required to be cancelled) on issue as at the Record Date held by the Sundance Shareholders and Sundance Optionholders to Gindalbie, Gindalbie will provide the Scheme Consideration to the Scheme Participants in accordance with clause 2.2 of the Merger Implementation Agreement.
Payment of Scheme Consideration. (a) Bidder undertakes and warrants to Veda (in Vxxx’s own right and on behalf of each Scheme Shareholder) that, in consideration of the transfer to Bidder of each Scheme Share under the terms of the Scheme, on the Implementation Date Bidder will:
(1) accept that transfer; and
(2) provide to each Scheme Shareholder the Scheme Consideration for each Scheme Share, in each case in accordance with the terms and conditions of this deed and the Scheme.
(b) Where the calculation of the aggregate payment to be made to a particular Scheme Shareholder in accordance with clause 4.4(a) would result in the Scheme Shareholder becoming entitled to a fraction of a cent, the fractional entitlement will be rounded up to the nearest whole cent.
Payment of Scheme Consideration. (a) Subject to clause 3, in consideration for the transfer to Richview of each Scheme Share on the Implementation Date for the Share Scheme, PEM will pay and provide the Share Scheme Consideration to each Scheme Shareholder in accordance with the Share Scheme.
(b) Subject to clause 3, in consideration for the transfer to Richview of each Scheme Note on the Implementation Date for the Note Scheme, PEM will pay and provide the Note Scheme Consideration to each Scheme Noteholder in accordance with the Note Scheme.
(c) The obligation of PEM to pay and provide the Scheme Consideration will be satisfied by PEM complying with its obligations under clause 6 of each of the Schemes.
Payment of Scheme Consideration. Subject to clause 3, Ebro covenants in favour of each Scheme Shareholder to provide the Scheme Consideration to each Scheme Shareholder, in accordance with the terms of the Scheme.
