Scheme Consideration. (a) Subject to the terms and conditions of this deed and the Scheme, Pubco undertakes and warrants to BTH that, in consideration of the transfer to Pubco of each Scheme Share held by a Scheme Shareholder under the terms of the Scheme, on the Implementation Date, Pubco will:
(i) accept that transfer; and
(ii) provide to each Scheme Shareholder the Scheme Consideration set out in clause 4.2(b) for the Scheme Shares held by that Scheme Shareholder on the Scheme Record Date, in accordance with the terms of this deed and the Scheme.
(b) Subject to the terms and conditions of this deed and the Scheme (including clause 4.6 relating to Ineligible Foreign Shareholders), if the Scheme becomes Effective, the Scheme Consideration to be provided to each Scheme Shareholder will be:
(i) (No Cash Election Facility) where Pubco has not provided BTH and SPAC with a Cash Election Facility Trigger Notice – the issue by Pubco to that Scheme Shareholder of 1 New Pubco Share for every 30.97 of their Scheme Shares; and
(ii) (Cash Election Facility) where Pubco has provided BTH and SPAC with a Cash Election Facility Trigger Notice and:
(A) that Scheme Shareholder has not made a valid Cash Election – the issue by Pubco to that Scheme Shareholder of 1 New Pubco Share for every 30.97 of their Scheme Shares; and
(B) that Scheme Shareholder has made a valid Cash Election – subject to the scale back provisions in clause 4.4, USD $0.16145 in cash for each of their Scheme Shares.
(c) Clauses 4.3, 4.4, 4.5(b) and 4.8(a)(i)-(ii) shall not apply if Pubco has not provided BTH and SPAC with a Cash Election Facility Trigger Notice.
(d) In the event that, on or prior to the date that is 20 Business Days prior to the Scheme Meeting, Pubco has entered into:
(i) PIPE Subscription Agreements in accordance with the terms of the BCA pursuant to which PIPE Investors have subscribed to purchase Pubco Ordinary Shares for at least US$10 per Pubco Ordinary Share (unless otherwise consented to in writing by BTH); and
(ii) if applicable, a debt facility on terms approved in writing by BTH, (funding arrangements) under which Pubco will raise an aggregate amount in cash of at least USD$15,000,000 which is able to be drawn by Pubco by no later than the Business Day before the Implementation Date (the Minimum Cash Pool Amount), then Pubco shall provide BTH and SPAC with written notice by the date that is 20 Business Days prior to the Scheme Meeting stating the aggregate amount raised under all such funding arran...
Scheme Consideration. (a) Vocus covenants in favour of M2, in consideration for the transfer to Vocus of the Scheme Shares held by each Scheme Shareholder under the terms of the Scheme, to provide or procure provision of the Scheme Consideration to each Scheme Shareholder on the Implementation Date and otherwise in accordance with the Scheme.
(b) Subject to clauses 4.4 and 4.5 and to the Scheme becoming Effective, at 10.00am on the Implementation Date, the transactions which form part of the Scheme will be implemented as follows:
(i) all existing Scheme Shares at the Record Date will be transferred to Vocus or a wholly-owned Subsidiary of Vocus; and
(ii) in exchange, each Scheme Shareholder will receive the Scheme Consideration for each Scheme Share held by that Scheme Shareholder at the Record Date, which is to be issued in the manner set out in clause 4.3.
(c) In order to facilitate the provision of the Scheme Consideration, M2 must provide, or procure the provision of, to Vocus a complete copy of the M2 Register as at the Record Date (which must include the name, registered address and registered holding of each Scheme Shareholder as at the Record Date), within one Business Day after the Record Date. The details and information to be provided under this clause must be provided in such form as Vocus or Vocus' share registry may reasonably require, as notified to M2 by Vocus prior to the Record Date.
Scheme Consideration. If the:
(a) Share Scheme becomes Effective, issue the Share Scheme Consideration in accordance with clause 3.2; and
(b) Option Scheme becomes Effective, issue the Option Scheme Consideration in accordance with clause 4.3; in each case on the Implementation Date.
Scheme Consideration. Subject to and in accordance with this agreement and the Scheme, each Scheme Participant is entitled to receive the Scheme Consideration in respect of each Cenntro Share held by that Scheme Participant, and nothing else.
Scheme Consideration. Each Scheme Shareholder is entitled to receive the Scheme Consideration in respect of each Scheme Share held by that Scheme Shareholder subject to and in accordance with the terms of this agreement and the Scheme.
Scheme Consideration. (a) Each Scheme Securityholder will be entitled to receive the Scheme Consideration in respect of each of their Scheme Securities, on and subject to the terms of the APN PG Scheme and the Trust Scheme.
(b) Subject to the Schemes becoming Effective, Bidder undertakes and warrants to APD (in APD’s own right and separately as trustee for each Scheme Securityholder) that, in consideration of the transfer to Bidder of all Scheme Securities pursuant to the terms of the Schemes, Bidder will:
(i) accept that transfer on the Implementation Date; and
(ii) pay, or procure the payment of, an amount equal to the Aggregate Scheme Consideration, in cleared funds, into a trust account operated by APD as trustee for the Scheme Securityholders before 12 noon on the Business Day immediately before the Implementation Date.
Scheme Consideration. Subject to the Scheme becoming Effective, APA undertakes to Envestra that in consideration of the transfer of each of the Envestra Shares held by Scheme Shareholders to APL as RE of APT under the Scheme it will provide or procure the provision of the Scheme Consideration in accordance with the Scheme.
Scheme Consideration. (a) In consideration of the Bionomics Shareholders transferring their Bionomics Shares to Neuphoria at Completion, Neuphoria will, on the Implementation Date and immediately upon transfer of the Bionomics Shares to Neuphoria, issue to each Bionomics Shareholder (other than the Australian custodian for the ADS Depositary and each Ineligible Overseas Shareholder and each Non-Electing Small Parcel Holder) one Neuphoria Share for every 2,160 Bionomics Shares held by the Bionomics Shareholder on the Scheme Record Date.
(b) In the case of the Bionomics Shareholder who holds Bionomics Shares on behalf of the ADS Depositary (who itself holds Bionomics Shares for the benefit of the ADS Holders), being the Australian custodian for the ADS Depositary, Neuphoria will, on the Implementation Date and immediately prior to the transfer of the Bionomics Shares to Neuphoria:
(i) issue one Neuphoria Share to the ADS Depositary for every 2,160 Scheme Shares held by the ADS Depositary; and
(ii) procure the ADS Depositary to then, subject to compliance by the ADS Holder within the terms of the arrangements pursuant to which the ADS Depositary acts as depositary for ADS Holders, deliver (by way of exchange) such Neuphoria Shares to the ADS Holders on the basis of one Neuphoria Share for every 12 Bionomics ADSs held by the ADS Holder on the Record Date.
(c) Where a Bionomics Shareholder would otherwise be entitled to a fraction of a Neuphoria Share as part of its Scheme Consideration, the Neuphoria Share entitlement will be rounded to the nearest whole number except if a fractional entitlement would be one-half of a Neuphoria Share, then the entitlement will be rounded up to one Neuphoria Share.
Scheme Consideration.
(a) Subject to clause 4.5, Xxxx undertakes and warrants to 92 Energy (in its own right and on behalf of each Scheme Participant) that in consideration of the transfer to Xxxx of each Scheme Share held by a Scheme Participant under the terms of the Scheme, Xxxx will on the Implementation Date:
(i) provide the Scheme Consideration to each Scheme Participant; and
(ii) accept the transfer; in accordance with the terms of the Scheme and Deed Poll.
(b) 92 Energy acknowledges that the undertaking by Xxxx in clause 4.3(a) is given to 92 Energy in its own right and in its capacity as trustee and nominee for each Scheme Participant.
Scheme Consideration. If the Scheme becomes Effective, providing the Scheme Consideration in accordance with clause 4.2 on the Implementation Date.
