Schemes of arrangement. (i) When a court sanctions a compromise or arrangement in connection with the acquisition of Shares, Options will be exercisable, subject to paragraph (ii) below for six months from the court sanction and will then lapse.
Schemes of arrangement. (a) As soon as practicable after the date hereof and in accordance with this Agreement, Transocean will (i) issue a petition seeking the sanction of the Reclassification and cause application to be made to the Grand Court of the Cayman Islands (the “Court”) requesting the Court to summon such meetings of the holders of the ordinary shares of Transocean as the Court may direct, (ii) convene such meetings to obtain the approvals required under Section 86(2) of the Companies Law and, subject to such approvals being obtained, (iii) following the obtaining of the approval required under Section 86(2) of the Companies Law, issue a summons before the Court seeking the sanction of the Reclassification pursuant to Section 86 of the Companies Law and file such other documents as are required to be duly filed with the Court to effect the Reclassification. Transocean shall undertake to the Court that it shall issue and pay, subject to the provisions of this Agreement, at the Initial Effective Time, the Transocean Reclassification Consideration and, at the Effective Time, the GlobalSantaFe Merger Consideration. As soon as practicable following the satisfaction or waiver (subject to Applicable Laws) of the conditions set forth in this Agreement, at the Closing, Transocean shall cause the order of the Court sanctioning the Reclassification pursuant to Section 86 of the Companies Law and making such facilitating order as is appropriate pursuant to Section 87(2) of the Companies Law (the “Transocean Court Order”) to be filed with the Registrar of Companies of the Cayman Islands. The Reclassification shall become effective at the time of filing of the Transocean Court Order (the “Initial Effective Time”).
Schemes of arrangement. The Grantor will procure that, while ---------------------- any Warrant remains exercisable, in whole or in part, there shall be no compromise or scheme of arrangement (within the meaning of Section 425 of the Companies Act) affecting the "D" Preference Share capital of the Grantor unless either:
Schemes of arrangement. 14.1 If an OEIC fund is subject to a scheme of arrangement (for example, it is transferred to or merged with another OEIC fund), the holding will continue into the new OEIC fund unless we do not offer such OEIC fund for investment through the account. If this happens you will have to switch the holding to another OEIC fund or other collective investment scheme that we offer for the account, or close the account.
Schemes of arrangement. 20.1 If any OEIC fund is subject to a scheme of arrangement (for example, it is transferred to or merged with another OEIC fund), the holding will continue into the new OEIC fund unless we do not offer that new OEIC fund for the relevant type of CTF account. If this happens the Registered Contact will have to switch the holding to another OEIC fund or other collective investment scheme that we do offer for the relevant type of CTF account, or transfer the value of the account to another authorised CTF account manager or Junior ISA manager.
Schemes of arrangement. 19.1 If the SICAV fund is subject to a scheme of arrangement (for example, it is transferred to or merged with another SICAV fund), the holding will continue into the new SICAV fund unless we do not offer that new SICAV fund for Stakeholder CTF accounts. If this happens the Registered Contact will have to switch the holding to another collective investment scheme that we do offer for Stakeholder CTF accounts, or transfer the value of the account to another authorised CTF account manager or Junior ISA manager.
Schemes of arrangement. The Grantor will procure that, while any Warrant remains exercisable, in whole or in part, there shall be no compromise or scheme of arrangement (within the meaning of Section 425 of the Companies Act) affecting the D Preference Share capital of the Grantor unless either (i) the Holders shall be granted substitute Warrants pursuant to clause 10.1(a) or (ii) the Holders shall be treated as members of the Grantor to the extent of the maximum number of D Preference Shares for which they shall be entitled to subscribe pursuant to the exercise of Warrants and shall be a party to such scheme. The decision as to which of the above alternatives will apply shall be that of the Grantor. If, while any Warrant remains exercisable, in whole or in part, an offer is made or proposed to be made to shareholders of the Grantor to acquire the whole or any part of the issued share capital of the Grantor and the Grantor becomes aware that, as a result of such offer, the right to cast a majority of the votes which may ordinarily be cast at a General Meeting of the Grantor may become vested in the offeror the Grantor shall give notice thereof to the Holders as soon as practicable and in any event within four Business Days of its becoming so aware. For the avoidance of doubt, the publication of a scheme of arrangement under the Companies Act providing for the acquisition by any Person of the whole or any part of the share capital of the Grantor and an agreement for the purchase of shares by private treaty shall be deemed to be the making of an offer for these purposes. The Grantor shall in any such case procure either (i) that the Holders shall be granted substitute Warrants pursuant to clause 10.1(a) or (ii) that the benefit of such an offer is extended to each of the Holders in respect of such number of D Preference Shares as such Holder may specify (up to its maximum entitlement to subscribe pursuant to the exercise of its Warrant) subject only to payment of the Warrant Exercise Price. The decision as to which of the above alternatives will apply shall be that of the Grantor. CAPITALISATION AND BONUS RIGHTS If, while any Warrant remains exercisable, in whole or in part, the Grantor at any time shall (i) capitalise any profits or reserves (including share premium account and capital redemption reserve) or (ii) make any issue of shares to its D Preference Shareholders by way of rights or bonus, then the number of D Preference Shares referred to in clause 2.1 shall be increased b...
Schemes of arrangement. DEFINITIONS 23.1 A compromise or arrangement (collectively referred to in this clause 23 as "A COMPROMISE") may be proposed by the Manager or by not less than 50 or 10% in number, whichever is the less, of the Members. The proposal must be in writing (in this CLAUSE 23 referred to as "THE NOTICE").
Schemes of arrangement. Xxxx Xxxx and Xxxx Xxxx Companies have not entered into any scheme of arrangement, composition, assignment for the benefit of, or other arrangement with its creditors or any class of creditors.
Schemes of arrangement. The Vendors and the Group Companies have not entered into any scheme of arrangement, composition, assignment for the benefit of, or other arrangement with, its creditors or any class of creditors.
