Scrip Consideration. Pubco covenants in favour of BTH (in its own right and on behalf of the Scheme Shareholders) that:
(a) the New Pubco Shares to be issued under the Scheme will rank equally in all respects with each existing share (if any) of the same class and will have the rights set out in the Pubco A&R Articles; and
(b) each New Pubco Share will be duly and validly issued in accordance with all applicable laws and the Pubco A&R Articles, fully paid and free from any mortgage, charge, lien, encumbrance, pledge or other security interest (including any ‘security interest’ within the meaning of section 12 of the Personal Property Securities Act 2009 ((Cth)).
Scrip Consideration. (a) If a Scheme Participant makes a valid Scrip Election, then subject to clauses 4.5(b) and 4.5(c), the Scheme Participant will be entitled to receive for each Security held by that Scheme Participant at the Record Date:
(i) the Scrip Consideration, which is to be issued in the manner referred to in clause 4.2(b); and
(ii) the Distribution, payable in accordance with clause 4.6.
(b) If, and only if, the valid Scrip Elections received from Scheme Participants would result in a number of Bid Securities in excess of the Bid Security Consideration Cap being required to be issued to Scheme Participants pursuant to clause 4.5(a), the Scheme Participant will be entitled to receive in lieu of the Scrip Consideration:
(i) Allocated Cash Consideration, which is to be paid in the manner referred to in clause 4.2(a); and
(ii) the Scaleback Scrip Consideration, which is to be issued in the manner referred to in clause 4.2(b).
(c) In the event that valid Scrip Elections are received from Scheme Participants in respect of less than 12,297,959 Securities, all Scheme Participants will receive Cash Consideration for each Security held by that Scheme Participant at the Record Date, which must be paid in the manner referred to in clause 4.2(a), and no Scheme Participants will be entitled to receive any Scrip Consideration and clause 4.6 will not apply.
(d) The parties acknowledge and agree that the principle of this clause 4.5 is that Bidder will, under the Scheme, not issue an aggregate number of Bid Securities which is greater than the Bid Security Consideration Cap (other than to take into account any applicable rounding in accordance with clause 4.2(b)), and clause 4 of this deed is to be interpreted accordingly.
Scrip Consideration. (a) To facilitate the provision of the Aggregate Scrip Consideration payable to Scheme Participants that have made a valid Scrip Election, Bidder must procure that the Bid Fund:
(i) on the Implementation Date, issues the applicable Bid Securities to each applicable Scheme Participant in accordance with the terms of this Scheme;
(ii) on the Implementation Date, enters in the Bid Security security register the name and address of each such Scheme Participant and the number of Bid Securities which that Scheme Participant is entitled to receive under this Scheme; and
(iii) on or within five Business Days after the Implementation Date dispatch to each such Scheme Participant by pre-paid ordinary post (or, if the address of the Scheme Participant in the Register is outside Australia, by pre-paid airmail post) to each Scheme Participant to their address recorded in the Register on the Record Date, a holding statement for the Bid Securities issued to that Scheme Participant in accordance with this Scheme.
(b) In the case of Securities held in joint names, holding statements for Bid Securities must be issued in the names of joint holders and sent to the holder whose name appears first in the Register on the Record Date.
Scrip Consideration. For the avoidance of doubt, a failure by the Bidder to issue Scrip Consideration when such issue is required under a Transaction Document binding on the Bidder will constitute a failure to pay a sum equal to the value attributed to the Scrip Consideration in the Target Initial Announcement for the purpose of clause 18.2.
Scrip Consideration. Notwithstanding anything else in this clause 6 or elsewhere in this deed, the parties acknowledge and agree that:
(a) Each QMS Independent Director may, in their sole and absolute discretion:
(i) make the Director Recommendation only in respect of the Cash Consideration and make no recommendation in respect of the Scrip Consideration (as it applies to the Relevant Shareholders);
(ii) make no recommendation at all in relation to whether the Relevant Shareholders should make an Election to receive the Scrip Consideration under the Scheme; and
(b) No QMS Independent Director will have failed to comply with this clause 6 (or any other provision of this document) where he or she does anything contemplated by clause 6.6(a) above.
Scrip Consideration. If a Target Shareholder makes a valid Election and clause 5.2 does not apply:
(a) the Target Shareholder will be entitled to receive the Scheme Consideration relevant to their Election (subject to the Scaleback Mechanism and the terms of the Scheme); and
(b) if the number of HoldCo Shares to which that Target Shareholder is entitled is not a whole number:
(i) where the entitlement is to half a HoldCo Share or more, the number of HoldCo Shares will be rounded up to the nearest whole number; and
(ii) where the entitlement is to less than half a HoldCo Share, the number of HoldCo Shares will be rounded down to the nearest whole number.
Scrip Consideration. (a) On Completion, Evolution must issue, or procure the issue of, the Scrip Consideration to Xx Xxxxxx.
(b) Xx Xxxxxx agrees to:
(1) become a member of Evolution and subscribe for the Scrip Consideration issued to it at Completion;
(2) have its name and address entered into Evolution’s share register as the holder of the Scrip Consideration; and
(3) be bound by Evolution’s constitution as a shareholder of Evolution.
(c) Subject to Completion occurring, Evolution must procure that a shareholding statement is issued to Xx Xxxxxx in respect of the Scrip Consideration.
(d) Evolution must ensure that:
(1) the Scrip Consideration will rank equally with all existing Evolution Shares; and
(2) on issue, the Scrip Consideration will be fully paid and free from any Encumbrance.
Scrip Consideration. On the Completion Date, the Scrip Consideration will be calculated on the following basis:
(a) the value of the Scrip Consideration in Australian dollars, being AU$3,500,000, will be converted to United States dollars at the Australian dollar to United States dollar exchange rate listed on the Reserve Bank of Australia Website on the Business Day prior to the Completion Date (US Dollar Amount);
(b) the issue price per share for calculating the Scrip Consideration will be the average closing price of shares in the Class A Common Stock of Malibu US for the 20 trading days immediately prior to, but not including, the Completion Date, as quoted on the Bloomberg Website (Scrip Value);
(c) the Vendor will be issued with the number of shares (rounded to the nearest whole number) in the Class A Common Stock of Malibu US that can be purchased with the US Dollar Amount at the Scrip Value; and
(d) any costs or expenses associated with issuing the Scrip Consideration to the Vendor will be borne by the Purchaser and/or Malibu US.
Scrip Consideration. 21.1 The Vendor is acquiring the shares of Class A Common Stock of Malibu US received as Scrip Consideration for its own account and not as a nominee or agent for any other person, for investment purposes only and without a view to the resale or distribution of such securities or any interest therein in violation of the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any applicable securities laws of any other jurisdiction and the Vendor does not have any present intention of selling, granting any participation in, or otherwise distributing the same. By executing this agreement, the Vendor further represents that it does not have any contract with any person to, directly or indirectly, sell, transfer or grant participations, with respect to any shares of Class A Common Stock of Malibu US received as Scrip Consideration, and has not solicited any person for such purpose.
21.2 The Vendor understands and acknowledges that the shares of Class A Common Stock of Malibu US received as Scrip Consideration have not been and will not be registered under the Securities Act nor the securities laws of any other jurisdiction, nor is such registration contemplated and, therefore, that such securities cannot be resold unless they are registered under the Securities Act, or unless an exemption from registration is available. The Vendor further understands that the shares of Class A Common Stock of Malibu US received as Scrip Consideration are characterized as “restricted securities” under U.S. securities laws inasmuch as they are being acquired from Malibu US in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Vendor further understands that because the shares of Class A Common Stock of Malibu US received as Scrip Consideration have not been qualified or registered under the laws of any other jurisdiction, they may be viewed as restricted securities under any or all of such other applicable securities laws. The Vendor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, a holding period for the shares of Class A Common Stock of Malibu US received as Scrip Consideration, and on requirements relating to Malibu US which are outside of the Vendor’s con...
