Provision of Scheme Consideration. The obligations of APA under this Scheme to provide the Scheme Consideration to Scheme Shareholders will be satisfied:
(a) in the case of the cash component of the Scheme Consideration – by APA, on the Business Day before the Implementation Date:
(i) depositing the aggregate amount of the cash component of the Scheme Consideration in cleared funds into an account established by, or on behalf of, Envestra and in the name of Envestra (Trust Account) (details of which must be notified by Envestra to APA at least five Business Days before the Implementation Date), such amount to be held on trust by Envestra for the Scheme Shareholders (except that any interest on the amount will be for the benefit of APA), for the purpose of Envestra paying the cash component of the Scheme Consideration in accordance with clause 5.9; and
(ii) providing Envestra with written confirmation of that payment;
(b) in the case of APA Securities which are required to be issued to Scheme Shareholders under this clause 5 – by APA procuring that:
(i) the name and address of each such Scheme Shareholder is entered into the APA Register on the Implementation Date in respect of the APA Securities to which it is entitled under this clause 5; and
(ii) a holding statement is sent to the Registered Address of each such Scheme Shareholder within five Business Days after the Implementation Date representing the number of APA Securities issued to the Scheme Shareholder pursuant to this Scheme;
(c) in the case of APA Securities to be issued in respect of Scheme Consideration due to Cash Out Scheme Shareholders – by APA procuring that:
(i) the name and address of the Nominee is entered into the APA Register on the Implementation Date in respect of the APA Securities required to be issued to it under this clause 5;
(ii) a share certificate or holding statement in the name of the Nominee is sent to the Nominee within five Business Days after the Implementation Date representing the number of APA Securities so issued to it; and
(iii) the Nominee sells those APA Securities on behalf of the Cash Out Scheme Shareholders, and pays the proceeds in accordance with clause 5.7.
Provision of Scheme Consideration. (a) BHP's obligation to provide the Scheme Consideration will be satisfied by BHP depositing (or procuring the deposit), in cleared funds an amount equal to the Aggregate Scheme Consideration (less the Withholding Amount as defined in paragraph (c) of this clause) into the Trust Account before 12 noon on the Business Day immediately before the Implementation Date (provided that any interest on the amount so deposited (less bank fees and other charges) (Accrued Interest) will accrue for the benefit of BHP), such amount to be held by OZL for the purposes of paying the Scheme Consideration to Scheme Shareholders in accordance with clause 5.2(b).
(b) Subject to BHP providing the Aggregate Scheme Consideration in accordance with clause 5.2(a), OZL must, on the Implementation Date and from the Trust Account, pay (or procure the payment to each Scheme Shareholder of) the proportion of the Aggregate Scheme Consideration attributable to that Scheme Shareholder based on the number of Scheme Shares held by that Scheme Shareholder as at the Record Date, which obligation will be satisfied by OZL:
(i) where a Scheme Shareholder has, before the Record Date, made an election in accordance with the requirements of the Registry to receive distribution payments from OZL by electronic funds transfer to a bank account nominated by the Scheme Shareholder, paying, or procuring the payment of, the relevant amount of the Aggregate Scheme Consideration in Australian currency by electronic means in accordance with that election; or
(ii) dispatching, or procuring the dispatch of, a cheque drawn on an Australian bank in Australian currency for the relevant amount of the Aggregate Scheme Consideration to the Scheme Shareholder by prepaid ordinary post (or, if the address of the Scheme Shareholder is outside Australia, by prepaid airmail post) to their Registered Address, such cheque being drawn in the name of the Scheme Shareholder (or, in the case of joint holders, in accordance with clause 5.3).
Provision of Scheme Consideration. (a) Subject to this Scheme becoming Effective, in consideration for the transfer to Vocus of the Scheme Shares held by each Scheme Shareholder under the terms of this Scheme, Vocus will provide, or procure provision, to:
(i) each Scheme Shareholder who is not an Ineligible Foreign Shareholder, the Scheme Consideration to which that Scheme Shareholder is entitled in accordance with clause 5; and
(ii) the Nominee, the Scheme Consideration to which Ineligible Foreign Shareholders would have otherwise been entitled in accordance with clause 5, on the Implementation Date and otherwise in accordance with this Scheme.
(b) Nothing in this Scheme requires Vocus to provide Scheme Consideration to any Excluded Shareholder.
Provision of Scheme Consideration. (a) Bidder's obligation to provide the Scheme Consideration will be satisfied by Bidder depositing (or procuring the deposit) in cleared funds an amount equal to the Aggregate Scheme Consideration less any amounts deducted in accordance with clause 5.2(f) into the Trust Account before 12 noon on the Business Day immediately before the Implementation Date (provided that any interest on the amount so deposited (less bank fees and other charges) (Accrued Interest) will accrue for the benefit of Bidder), such amount to be held by APD for the purposes of paying the Scheme Consideration to Scheme Securityholders in accordance with clause 5.2(b).
(b) Subject to Bidder providing the Aggregate Scheme Consideration in accordance with clause 5.2(a), APD must, on the Implementation Date and from the Trust Account, pay (or procure the payment to each Scheme Securityholder of) the proportion of the Aggregate Scheme Consideration attributable to that Scheme Securityholder based on the number of Scheme Securities held by that Scheme Securityholder as at the Record Date, which obligation will be satisfied by APD:
Provision of Scheme Consideration. Subject to this agreement and the Scheme, HoldCo undertakes to Cenntro that, in consideration of the transfer to HoldCo of each Cenntro Share held by a Scheme Participant, HoldCo will, on the Implementation Date:
(a) accept that transfer; and (b) provide the Scheme Consideration in accordance with the Scheme.
Provision of Scheme Consideration. (a) Bidder RE undertakes to Target RE that, subject to the terms of this agreement, if the Scheme becomes Effective, and in consideration for the transfer to Bidder RE of each Target Unit held by a Target Unitholder:
(i) Bidder RE will accept the transfer of Target Units; and
(ii) it will provide to each Target Unitholder (including, where appropriate, the Nominee) the Scheme Consideration in accordance with this agreement and the Deed Poll.
(b) The Cash Consideration may be paid by Bidder RE to the Target Unitholders (including, where appropriate, the Nominee) or to Target RE or the Nominee, as agent and attorney, where applicable on trust for them.
Provision of Scheme Consideration. 6.1.1 Casa must, by no later than the Business Day before the Implementation Date, deposit, or procure the deposit of, in cleared funds an amount equal to the aggregate amount of the Scheme Consideration payable to all Scheme Participants, in an Australian dollar denominated trust account operated by NetComm as trustee for the Scheme Participants (provided that any interest on the amounts deposited (less bank fees and other charges) will be credited to Casa’s account).
6.1.2 Subject to Casa complying with clause 6.1.1, on the Implementation Date, NetComm must pay or procure the payment from the trust account referred to in clause 6.1.1 to each Scheme Participant based on the number of Scheme Shares held by that Scheme Participant as at the Record Date.
6.1.3 NetComm’s obligation under clause 6.1.2 will be satisfied by NetComm:
(a) where a Scheme Participant has, before the Record Date, made an election in accordance with the requirements of the Share Registry to receive dividend payments from NetComm by electronic funds transfer to a bank account nominated by the Scheme Participant, paying, or procuring the payment of, the relevant amount of Australian currency by electronic means in accordance with that election; or
(b) otherwise, dispatching, or procuring the dispatch of, a cheque in Australian currency to the Scheme Participant by prepaid post to their address shown in the Register as at the Record Date, such cheque being drawn in the name of the Scheme Participant (or in the case of joint holders, in accordance with the procedures set out in clause 6.2), for the relevant amount.
6.1.4 To the extent that, following satisfaction of NetComm’s obligations under clause 6.1.2, there is a surplus in the amount held by NetComm as trustee for the Scheme Participants in the trust account referred to in that clause, that surplus must be paid by NetComm to Casa.
6.1.5 Subject to the Scheme becoming Effective and Casa complying with its obligations under clause 6.1.1, at 10.00am on the Implementation Date, the transactions which form part of the Scheme will be implemented in the following sequence:
(a) each Scheme Participant will receive the Scheme Consideration; and
(b) in exchange, all existing Shares at the Record Date will be transferred to Casa.
Provision of Scheme Consideration. 5.2.1 In consideration for the transaction to Casa of the Scheme Shares, Casa must, by no later than the Business Day before the Implementation Date, deposit, or procure the deposit of, in cleared funds an amount equal to the aggregate amount of the Scheme Consideration payable to each Scheme Participant, into the Trust Account, such amount to be held by NetComm as trustee for the Scheme Participants (provided that any interest on the amounts deposited (less bank fees and other charges) will be credited to Casa’s account).
5.2.2 Subject to Casa complying with clause 5.2.1, on the Implementation Date, NetComm must pay or procure the payment from the Trust Account to each Scheme Participant the Scheme Consideration attributable to that Scheme Participant based on the number of Scheme Shares held by that Scheme Participant as at the Record Date.
5.2.3 NetComm’s obligation under clause 5.2.2 will be satisfied by NetComm:
Provision of Scheme Consideration. (a) Subject to clause 2, Neuphoria undertakes that it will on the Implementation Date, issue to each Scheme Participant (or to a nominee appointed by Neuphoria in respect of Ineligible Overseas Shareholders or to the ADS Depositary in the case of a Bionomics Shareholder who holds Bionomics Shares on behalf of the ADS Depositary) the Scheme Consideration in accordance with clause 6 of the Scheme.
(b) The Neuphoria Shares to be issued under the Scheme will be validly issued and fully paid up and will rank equally in all respect with all other Neuphoria Shares on issue as at the Implementation Date.
Provision of Scheme Consideration. The obligation of Boart Canada to issue the Scheme Consideration under 3.1(b) will be discharged by Boart Canada:
(a) causing the Authorised Xxxxxxx's name to be entered into the register of Boart Canada as the holder of the Boart Canada Shares issued to the Authorised Nominee, to be held on trust for the Scheme Shareholders; and
(b) procuring the despatch to the Authorised Nominee a certificate in the name of the Authorised Nominee representing the Boart Canada Shares issued to the Authorised Nominee.
