Scheme of Arrangement. No compromise or arrangement has been proposed, agreed to or sanctioned under Part 26 (Arrangements and Reconstructions) of the Act in respect of the Company, nor has any application been made to, or filed with, the court for permission to convene a meeting to vote on a proposal for any such compromise or arrangement.
Scheme of Arrangement. So long as no Xxxxxxxx Default has occurred and Xxxxxxxx continues to hold at least 5% of the outstanding share capital of the Company on a Fully-Diluted Basis, each holder of Shares that is a party hereto agrees not propose, vote for, consent to, or otherwise participate in any Section 86 or similar scheme of arrangement, without the written consent of Xxxxxxxx.
Scheme of Arrangement. The term "Scheme of Arrangement" shall have the meaning given to such term in the preambles to this Deposit Agreement.
Scheme of Arrangement. Scheme
4.1 Target will propose a scheme of arrangement under which, subject to the Scheme becoming Effective, all the Scheme Shares will be transferred to Bidder.
4.2 In consideration of the Scheme Shareholders transferring their Scheme Shares to Bidder at Completion, Bidder covenants in Target’s favour (in its own right and separately as trustee or nominee for each Scheme Shareholder) that Bidder will, on the Implementation Date and immediately prior to the transfer of the Scheme Shares to Bidder, pay to each Scheme Shareholder, the Scheme Consideration.
4.3 Bidder may by notice to Target not later than five Business Days before an advanced draft of the Scheme Booklet is submitted to ASIC for review, nominate a wholly owned Subsidiary of Mastercard (Nominee) to pay the Scheme Consideration and to be the entity to which the Scheme Shares will be transferred in accordance with this Agreement and the Scheme if the Scheme becomes Effective.
4.4 From the date of receipt by Target of the notice referred to in clause 4.3 (Notification Date) Bidder must procure that the Nominee complies with this Agreement as if the Nominee were a party to it in place of Bidder.
4.5 Despite the above, Bidder will continue to be bound by all of the obligations of Bidder under this Agreement and will not be released from any obligations or liabilities under this Agreement following the Notification Date. However, Target agrees that Bidder will not be in breach of this Agreement for failing to discharge an obligation of Bidder under this Agreement if the Nominee fully discharges that obligation.
4.6 Target must establish a foreign exchange facility to enable Scheme Shareholders to receive their Scheme Consideration in Australian dollars where they have elected to do so, pursuant to which all Scheme Shareholders will be deemed to have agreed to bear all foreign exchange risk and costs in relation to the payment in Australian dollars.
Scheme of Arrangement. The Company shall (and shall procure that Newco shall):
(a) ensure that the Offer Circular contains all of the material terms and material conditions of the Acquisition and corresponds to the Press Release in all material respects;
(b) ensure that the Press Release is not issued in any form other than the Agreed Form;
(c) comply with the Code, the Financial Services and Markets Xxx 0000, the Companies Xxx 0000, all other applicable laws material to the Scheme of Arrangement and all court orders relating to the Scheme of Arrangement;
(d) not without the consent of the Agent (acting on the instructions of the Majority Lenders):
(i) agree to amend, waive, revise, withdraw or agree to decide not to enforce in whole or in part any material term or material condition of the Scheme of Arrangement where its agreement is required for such amendment, waiver, revision, withdrawal or decision;
(ii) agree to change the date of any meeting of shareholders or class of shareholders of the Target to be held to consider the Scheme of Arrangement where its agreement is required for such a change; or
(iii) issue (or allow to be issued on its behalf) any press release or other publicity which refers to the Facilities, the Mandated Lead Arrangers, the Original Lenders or the Bookrunners unless such press release or publicity is required by law, the Code or the Panel (in which event Newco shall if practicable consult with the Agent as to the terms of such press release or publicity);
(e) promptly inform and consult with the Mandated Lead Arrangers as to any assurance or undertaking proposed to be given in relation to obtaining any Authorisation necessary in connection with the Scheme of Arrangement and shall ensure that no such assurance or undertaking is given if the Mandated Lead Arrangers believe that the same might have a Material Adverse Effect; and
(f) if a circumstance or event occurs which is or could reasonably be construed to be covered by a condition of Newco’s offer for the Target which, if not waived, would entitle Newco (with the Panel’s consent, if needed) not to proceed with the Acquisition:
(i) at the request of the Lenders following consultation with the Company, promptly request (and use all reasonable endeavours to persuade) the Panel to agree to Newco not proceeding with the Acquisition as a result of the non-satisfaction of that condition; and
(ii) if the Panel so agrees, not waive that condition or treat it as satisfied and shall declare Newco’s offer for ...
Scheme of Arrangement. It is intended that the Acquisition will be effected by a court sanctioned scheme of arrangement between Charter and the Scheme Shareholders under Article 125 of the Companies (Jersey) Law 1991. The purpose of the Scheme is to provide for Bidco to become owner of the whole of the issued and to be issued share capital of Charter. Under the Scheme, the Acquisition is to be principally achieved by: Ø the cancellation of the Scheme Shares held by Scheme Shareholders in consideration for which Scheme Shareholders will receive consideration on the basis set out in paragraph 2 of this announcement (including, the issue of New Colfax Shares to Scheme Shareholders); Ø amendments to Charter's articles of association to ensure that any Charter Shares issued (other than to Bidco or any subsidiaries or nominees of Colfax) between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any Charter Shares issued after the Scheme Record Time will automatically be acquired by Bidco; and Ø the issue of New Charter Shares to Bidco provided for in the Scheme that will result in Charter becoming an indirect, wholly-owned subsidiary of Colfax. The Acquisition will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement and to be set out in the Scheme Document. To become effective, the Scheme requires the approval of the Charter Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number representing not less than three-fourths of the voting rights of the holders of the Charter Shares (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting. To become effective, the Scheme also requires the passing of a special resolution at the Charter General Meeting, requiring the approval of Charter Shareholders representing at least two thirds of the votes cast at the Charter General Meeting (either in person or by proxy). The Charter General Meeting will be held immediately after the Court Meeting. Following the Meetings, the Scheme must be sanctioned by the Court and the associated Capital Reduction must be confirmed by the Court. The Scheme will become effective in accordance with its terms on delivery of the Scheme Court Order, the Reduction Court Order and the minute of the Capital Reduction attached thereto to the Registrar of Companies, and, in re...
Scheme of Arrangement. 6.1 Each Bidder agrees to:
(A) as soon as reasonably practicable provide to the Target (and/or its legal advisers) all such information about itself, or any other person acting in concert with it (including any information required by the Code or under other applicable Law, including in relation to their intentions) as may be reasonably requested and which is reasonably required by the Target (and/or its legal advisers), having regard to the Code and other applicable Law, for inclusion in the Scheme Document;
(B) as soon as reasonably practicable provide all such other assistance and access as may be reasonably required for the preparation of the Scheme Document and any other document required by the Code or other applicable Law to be published in connection with the Scheme, including access to, and procuring that reasonable assistance is provided by, its relevant professional advisers; and
(C) procure that its directors (and any other person connected with it, as required by the Panel) accept responsibility, in the terms required by the Code, for all the information in the Scheme Document, and any other document required by the Code or other applicable Law to be published in connection with the Scheme, relating to themselves (and their close relatives (as defined in the Code), related trusts and companies and other persons connected with them), the Bidder's concert parties, its financing arrangements in connection with the Transaction, information on the Bidder's future plans for the Target Group and its management and employees, any statements of the opinion, belief, intention or expectation of it or its Directors in relation to the Transaction or the Target Group following the completion of the Transaction and any other information in the Scheme Document for which it and/or its directors are required to accept responsibility under the Code.
6.2 The Bidders undertake that, prior to the Scheme Hearing, they shall deliver a notice in writing to the Target confirming either:
(A) the satisfaction or waiver of all Conditions (other than the Scheme Conditions and the Re-registration Condition); or
(B) their intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which BidCo and/or Tryg (as applicable) reasonably considers entitles it to invoke such Condition(s) or treat it as unsatisfied or incapable of satisfaction.
6.3 The Bidders shall jointl...
Scheme of Arrangement. If the court directs that a meeting of the holders of Shares should be convened under section 425 of the Companies Act 1985 to consider a scheme of arrangement, then:
7.4.1 a Participant’s Option will be exercisable, conditionally on the scheme of arrangement being sanctioned by the court, from the date of the court’s direction until midday on the day immediately before the date for which the shareholders’ meeting is convened and then, subject to the operation of Rule 10, shall lapse, if not exercised, on the date the scheme of arrangement is sanctioned by the court; and
7.4.2 the Board shall endeavor to procure that where the Participant has conditionally exercised his Option pursuant to Rule 7.4.1 above, the scheme of arrangement shall be extended to the Shares in respect of which the Option was conditionally exercised as if such Shares had been allotted and issued or transferred, as appropriate, to him by the time the scheme of arrangement is sanctioned by the court PROVIDED THAT, without prejudice to the operation of Rule 10, Options shall not, without the consent of the Board, be exercisable under this Rule if the purpose and effect of the scheme of arrangement is to create a new holding company for the Company, where such holding company would, following the scheme of arrangement, have substantially the same shareholders and proportionate shareholdings as those of the Company immediately prior to the scheme of arrangement.
Scheme of Arrangement. [152].1 In this article [152], references to the “Scheme of Arrangement” are to the scheme of arrangement dated [●] between the Company and the holders of Scheme Shares (as defined in the Scheme of Arrangement) under Part 26 of the Act in its original form or with or subject to any modification, addition or condition agreed between the Company and Recursion Pharmaceuticals, Inc. (the “Parent”) and approved or imposed by the High Court of Justice in England and Wales, and (save as defined in this article [152]) terms defined in the Scheme of Arrangement shall have the same meanings in this article [152]. [152].2 Notwithstanding any other provision of these articles or the terms of any resolution, whether ordinary or special, passed by the Company in general meeting, if the Company issues or transfers out of treasury any shares (other than to the Parent, any subsidiary of the Parent or its nominee(s) (each a “Parent Party”)) on or after the date of the adoption of this article [152] and prior to the Scheme Record Time, such shares shall be issued or transferred in the name of the relevant person subject to the terms of the Scheme of Arrangement (and shall be Scheme Shares for the purposes thereof) and the original or any subsequent holder or holders of such shares shall be bound by the Scheme of Arrangement accordingly. [152].3 Notwithstanding any other provision of these articles, if any shares in the Company are issued or transferred out of treasury to any person or such person’s nominee (other than a Parent Party) (a “New Member”) at or after the Scheme Record Time (each a “Post-Scheme Share”) such shares will, provided that the Scheme of Arrangement has become effective, be issued or transferred on terms that they shall (on the Effective Date) or, if later, on issue or transfer (but subject to the terms of this article [152].3 and article [152].6) be immediately transferred to the Parent (or such persons as the Parent may direct) (the “Purchaser”), who shall be obliged to acquire each Post-Scheme Share in consideration of and conditional upon the Parent procuring delivery to the New Member of 0.7729 shares of Parent Common Stock (“Exchange Shares”) (the “Share Deliverable” and the ratio that an Exchange Share bears to each Scheme Share being the “Exchange Ratio”) for each Post-Scheme Share as would have been payable to a holder of the Scheme Shares under the Scheme of Arrangement, subject to article [152].5. [152].4 The Exchange Shares allotted and issue...
Scheme of Arrangement. 1.3 SEC.................................................................................................5.1(e) Securities Act......................................................................................4.1(a) Security Document...................................................................................5.1(b) Shares..............................................................................................4.1(a) Stock Plan..........................................................................................5.1(b) Subsidiary..........................................................................................5.1(a) Takeover Statute....................................................................................5.1(j) Tax.................................................................................................5.1(l) Tax Return..........................................................................................5.1(l) Termination Date.......................................................................................8.2
