Rounding Entitlements Clause Samples
The Rounding Entitlements clause defines how fractional amounts of entitlements, such as payments, shares, or benefits, are handled when calculations do not result in whole numbers. Typically, this clause specifies whether such fractions are rounded up, down, or to the nearest whole unit, and may set thresholds for when rounding occurs. By establishing clear rules for rounding, the clause ensures consistency and fairness in the allocation of entitlements, preventing disputes over minor discrepancies and simplifying administrative processes.
Rounding Entitlements. Where the calculation of the number of US Holdco Shares (or US Holdco CDIs) to be issued to a particular Scheme Participant as Scheme Consideration would result in the issue of a fraction of a US Holdco Share, the fractional entitlement will be rounded up to the nearest whole number of US Holdco Shares.
Rounding Entitlements. Where the calculation of the number of Nova Minerals Corp Shares or Nova Minerals Corp CDIs to be issued to a particular Scheme Participant would result in the issue of a fraction of a Nova Minerals Corp Share, then any such fractional entitlement will be rounded up to the nearest whole number of Nova Minerals Corp Shares.
Rounding Entitlements. (a) Where the calculation of the number of ▇▇▇▇ Shares to be issued to a particular Scheme Participant (or to the Sale Agent in the case of an Ineligible Foreign Holder or an Electing Selling Scheme Participant) as Scheme Consideration would result in the issue of a fraction of an ▇▇▇▇ Share, the fractional entitlement will be rounded down to the nearest whole number of ▇▇▇▇ Shares.
(b) If the parties are of the opinion (formed reasonably) that two or more Scheme Participants (each of whom holds a number of Scheme Consideration that results in rounding in accordance with clause 6.4(a)) have, before the Record Date, been party to shareholding splitting or division in an attempt to obtain an advantage by reference to such rounding, then the parties must consult in good faith to determine whether such matters have arisen and if agreement is reached between the parties following such consultation, 92 Energy must give notice to those Scheme Participants:
(i) setting out their names and registered addresses;
(ii) stating that opinion; and
(iii) attributing to one of them specifically identified in the notice the 92 Energy Shares held by all of them, and, after such notice has been given, the Scheme Participant specifically identified in the notice will, for the purposes of the Scheme, be taken to hold all of those 92 Energy Shares and each of the other Scheme Participants whose names and registered addresses are set out in the notice will, for the purposes of the Scheme, be taken to hold no 92 Energy Shares.
Rounding Entitlements. Where the calculation of the number of US Holdco Options to be issued to a particular Option Scheme Participant would result in the issue of a fraction of a US Holdco Option, then any such fractional entitlement will be rounded up to the nearest whole number of US Holdco Options.
Rounding Entitlements. Where the calculation of the number of Red Light Shares to be issued to a particular Scheme Participant (or to the Sale Agent in the case of an Ineligible Foreign Holder) as Scheme Consideration would result in the issue of a fraction of a Red Light Share, the fractional entitlement will be rounded down to the nearest whole number of Red Light Shares.