Settlement of consideration. (A) Immediately after the Scheme Effective Time, Ensco shall make all such allotments of, and shall issue, such New Ensco Shares as are required to be issued to give effect to the Scheme to the Scheme Shareholders respectively entitled thereto and shall procure that appropriate entries are made in the register of members of Ensco to reflect such issuance, such consideration to be settled as set out in sub-clause (B), but subject to sub-clause (C), of this clause 4.
(B) Ensco [has appointed] [shall appoint] an Exchange Agent to effect the technical implementation of the settlement of the consideration due to Scheme Shareholders pursuant to clause 2 and settlement of the consideration shall be effected as follows:
(i) if the Consolidation shall not have been duly approved by Ensco Shareholders and thereafter confirmed by the Ensco Board (or by a duly authorised officer on behalf of the Ensco Board) prior to the Effective Date, then on or as soon as practicable following the Effective Date:
(a) Ensco shall deposit, or cause to be deposited with the Exchange Agent, for the benefit of the Scheme Shareholders:
i. in the case of Scheme Shares which at the Scheme Record Time are Cede Shares, evidence of New Ensco Shares in book entry form representing the relevant Scheme Shareholder’s entitlement to such New Ensco Shares; and
ii. in the case of Scheme Shares which at the Scheme Record Time are Residual Shares, share certificates representing the relevant Scheme Shareholders’ entitlement to such New Ensco Shares; and
(b) in the case of New Ensco Shares sold pursuant to sub-clause 2(A) and issued in respect of Scheme Shares, despatch, or procure the Exchange Agent despatches, the cheques for the cash consideration payable to the persons entitled thereto pursuant to and in accordance with sub-clause 2(A); or
(ii) if the Consolidation shall have been duly approved by Ensco Shareholders and thereafter confirmed by the Ensco Board (or by a duly authorised officer on behalf of the Ensco Board) prior to the Effective Date, then settlement of the consideration due to Scheme Shareholders pursuant to the Scheme shall not be effected as set out in sub-clause (B)(i) but instead on or as soon as practicable following the Consolidation Date:
(a) Ensco shall deposit, or cause to be deposited with the Exchange Agent, for the benefit of the Scheme Shareholders:
i. in the case of Scheme Shares which at the Scheme Record Time are Cede Shares, evidence of Consolidated Ensco Shares in ...
Settlement of consideration. Subject to the Offers having become, or having been declared, unconditional in all respects, settlement of consideration in respect of acceptances of the Offers will be made as soon as possible but in any event within seven business days following the later of the date of receipt of a complete and valid acceptance in respect of the Offers, and the date on which the Offers become or are declared unconditional in all respects. Relevant documents evidencing title must be received by or on behalf of the Offeror to render such acceptance of the Offers complete and valid. The latest time on which the Offeror can declare the Offers unconditional as to acceptances is 7:00 p.m. on the 60th day after the despatch of the Composite Document (or such later date to which the Executive may consent). If the Offers are withdrawn or lapse, pursuant to Rule 20.2 of the Takeovers Code, the Offeror is required to, as soon as possible but in any event within ten days thereof, post the Share certificates and the Convertible Bonds certificates lodged with the forms of acceptance and transfer to, or make such Share certificates and Convertible Bonds certificates available for collection by, those Shareholders and Convertible Bonds Holders who have accepted the Offers. No fractions of a cent will be payable and the amount of cash consideration payable to a Shareholder who accepts the Share Offer or to a Convertible Bond Holder who accepts the Convertible Bond Offer will be rounded up to the nearest cent. As at the date of this joint announcement, the RRJ Covenantors are interested in (i) an aggregate of 762,222,000 Shares, representing approximately 21.94% of the issued share capital of the Company, and (ii) 2024 Convertible Bonds in the aggregate outstanding principal amount of HK$589,000,000, representing approximately 55.41% of the total outstanding principal amount of the 2024 Convertible Bonds. On 2 September 2021, the RRJ Covenantors have given the RRJ Irrevocable Undertaking in favour of the Offeror, pursuant to which each of the RRJ Covenantors has irrevocably undertaken to the Offeror to accept, or procure to accept, the Share Offer and the Convertible Bond Offer before 1:00 p.m. on the third business day immediately after the despatch of the Composite Document in respect of all the Shares and the 2024 Convertible Bonds held by it. Each of the RRJ Covenantors has undertaken to the Offeror that it shall not:
Settlement of consideration. In connection with the Transaction, CDXQ would provide the Selling Shareholders with equity consideration in an amount equal to 70 million shares of newly issued unregistered shares of common stock, par value $0.0001 per share,
Settlement of consideration. The Subscriber will pay not more than HK$150 million (as set out in the section headed “Use of proceeds and future business plan” in the Company’s announcement dated 7 March 2016) directly to the designated trust account of, or such other account as directed by, the scheme administrator pursuant to the Debt Restructuring under the Resumption Proposal on the Completion Date, subject to all the Conditions Precedent having been satisfied or waived (as the case may be). The Company must fulfil the following conditions (“Post-completion Obligation”) within 2 months from the Completion Date or on or before 5 October 2018, whichever is later (“Post- completion Long Stop Date”):
Settlement of consideration. The parties acknowledge that this Agreement is an integral part of a set of agreements involving members of VM Investors LLC, the Corporation, Xx. Xxxxxxx Xxxx, Xx. Xxxxx Xxxxxx and Ms. Xxx Xxxxx, and it is hereby agreed that, Employee shall not be entitled to receive any salary, severance payments or other compensation (other than (i) the payment of deferred and/or unpaid salary accrued by the Corporation and owed through the Effective Date, (ii) amounts accrued for paid time off and other payments required by applicable law, and (iii) the reimbursement of expenses that Employee shall have incurred prior to the Effective Date in the ordinary course of rendering his / her services as an executive of the Corporation and/or its subsidiaries), nor shall the Employee be entitled to any health or other benefits from the Corporation or any of its subsidiaries.
Settlement of consideration. Within five Business Days after (and excluding) the date on which the Payment Statement and the Effective Time Statements are agreed or determined in accordance with Schedule 4 (Effective Time Statements), the following payments shall be made:
Settlement of consideration. (a) If the Offer has been implemented by way of the Scheme and accordingly WH Bidco has lent to GVC the Scheme Loan and (if applicable), an amount equal to the Cash Shortfall under the Top Up Facility, within 14 days of the Effective Date, GVC undertakes to procure the settlement of the Sportingbet Shareholder Cash Consideration in accordance with the Scheme Document.
(b) If the Offer has been implemented by way of the Takeover Offer and accordingly WH Bidco has lent to GVC the Takeover Offer Loan and (if applicable), an amount equal to the Cash Shortfall under the Top Up Facility, within 14 days of the Unconditional Date, GVC undertakes to procure the settlement of the Sportingbet Shareholder Cash Consideration and the Bondholder Cash Consideration in accordance with the Takeover Offer Document.
Settlement of consideration. Settlement of the consideration in respect of acceptances received under the H Share Offer will be made as soon as possible but in any event within seven business days of the date of receipt of a complete and valid acceptance or of the date on which the H Share Offer becomes or is declared unconditional in all respects, whichever is the later.
Settlement of consideration. As settlement of consideration under the Domestic Share Offer is subject to certain transfer and registration formalities and procedures imposed by China Securities Depository and Clearing Co., Ltd. and the State Administration of Foreign Exchange in the PRC, settlement of the consideration in respect of acceptances received under the Domestic Share Offer will be made by the Offeror as soon as reasonably practicable following completion of such transfer and registration formalities but it will not be able to be made within seven business days following the later of the date on which an offer becomes, or is declared, unconditional and the date of receipt of a duly completed acceptance as required under Rule 20.1 of the Takeovers Code. The Domestic Shareholders who have undertaken to accept the Domestic Share Offer, namely the Chen Group, Xxxxxx Xxxxx and Xxxxxx Xxxx (who are all Offeror Concert Parties), have given the Chen Irrevocable Undertakings, the Kairui Shiqi Irrevocable Undertakings and the Qianhe Qiju Irrevocable Undertakings, respectively, pursuant to which each of them have agreed that the settlement of consideration under the Domestic Share Offer will be made within 15 business days after the date on which the relevant holder of Domestic Shares notifies the Offeror in writing of such holder’s bank account details for the purposes of accepting the Domestic Share Offer. As such, the Offeror has applied to the Executive for, [and the Executive is minded to grant], a waiver from strict compliance with Rule 20.1 of the Takeovers Code.
Settlement of consideration. In connection with the Transaction, SGLA would provide the Selling Shareholders with equity consideration in an amount equal to 142,853,004 shares of newly-issued unregistered shares of common stock and 15,872,556 shares of Convertible Preferred Stock, par value $0.52 per share, with a conversion ratio of 10, i.e., each share of Convertible Preferred Stock can be converted into 10 shares of common stock of SGLA, with no expiration date on the conversion.
