QMS Performance Rights Sample Clauses

QMS Performance Rights. (a) The Scheme Parties acknowledge that the QMS Board is yet to determine how the QMS Performance Rights will be treated in the context of the Scheme. (b) QMS agrees to procure that the QMS Board will exercise its discretion under the terms of the QMS Incentive Plan to ensure that: (i) no more than 11,394,435 QMS Shares will be issued on or before the Effective Date as a result of the exercise of QMS Performance Rights; and (ii) the balance of the QMS Performance Rights not dealt with in accordance with 4.10(b)(i) above will be lapsed in accordance with their terms, on or before the Effective Date, subject only to the fulfilment of the Conditions in clause 3.1(d) and 3.1(f). 5.1 QMS’s obligations (a) director’s voting: procure that each QMS Director votes any QMS Shares in which that XXX Director has a Relevant Interest in favour of the Scheme (subject to no Superior Proposal emerging and the Independent Expert concluding and continuing to conclude in the Independent Expert's Report that the Scheme is in the best interests of QMS Shareholders); (b) promote the Transaction: participate in efforts reasonably requested by Xxxxxx to promote the merits of the Transaction, including meeting with key QMS Shareholders at the reasonable request of Bidder and providing Bidder with such information and assistance that Bidder reasonably requests to enable it to promote the merits of the Transaction;