Share Scheme. The Company will propose a scheme of arrangement under which all the Scheme Shares are transferred to Unilife Corporation and Scheme Shareholders will be entitled to receive the Share Scheme Consideration.
Share Scheme. (a) Xplore must, as soon as reasonably practicable after the date of this agreement and substantially in compliance with the Timetable, propose the Share Scheme under which, subject to the Share Scheme becoming Effective, all of the Scheme Shares will be transferred to HUB24 and the Scheme Shareholders will be entitled to receive, for each Scheme Share held at the Share Scheme Record Date, the Share Scheme Consideration.
(b) Xplore must not consent to any modification of, or amendment to, or the making or imposition by the Court of any condition in respect of the Share Scheme without the prior written consent of HUB24.
Share Scheme. (a) CBH will propose the Share Scheme under which all of the Scheme Shares are transferred to Richview and Scheme Shareholders are entitled to receive the Share Scheme Consideration.
(b) Subject to clause 4.6, XXX and Xxxxxxxx, jointly and severally:
(i) agree that the Share Scheme will not become effective; and
(ii) undertake not to declare or suggest that the Share Scheme has been unconditional, until after the Note Scheme becomes Effective.
Share Scheme. Cytopia must propose a scheme of arrangement under which all of the Cytopia Shares held by Scheme Shareholders will be transferred to YM and each Scheme Shareholder will be entitled to receive the Scheme Consideration from YM for each Cytopia Share held at the Record Date.
Share Scheme. The Executive will be invited to participate in the Company’s Executive Long Term Share Plan, as amended from time to time (“the Plan”), on such terms as may be agreed between the Company and the Executive. Any issue of shares pursuant to the Plan will be subject to shareholder approval. The Executive acknowledges having received a copy of the terms of the Plan current at the date of this agreement.
Share Scheme. There are no adopted employee share incentive schemes (whether contractual or discretionary) applicable to any of the Employees and no award under any such scheme has been made to any of the Employees.
Share Scheme. There are no share schemes (whether contractual or discretionary) applicable to any of the Transferring Employees.
Share Scheme. Consideration
(a) URI covenants in favour of Anatolia, in consideration for the transfer to URI of the Scheme Shares held by each Scheme Shareholder under the terms of the Share Scheme, to provide or procure provision of the Share Scheme Consideration to each Scheme Shareholder on the Implementation Date and otherwise in accordance with the Share Scheme.
(b) Subject to clauses 4.10 and 4.11 and to the Share Scheme becoming Effective, at 10.00am on the Implementation Date, the transactions which form part of the Share Scheme will be implemented in the following sequence:
(i) each Scheme Shareholder will receive the Share 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 4.7; and
(ii) in exchange, all existing Scheme Shares at the Record Date will be transferred to URI or its nominee.
Share Scheme. Election mechanism
(a) Anatolia must ensure that the Explanatory Booklet is accompanied by a form of election (Election Form) which provides for the matters set out in clause 4.2(b) under which each Anatolia Shareholder is requested to elect to receive the Scheme Consideration to which that Anatolia Shareholder is entitled in the form of:
(i) New URI Shares; or
(ii) CDI Shares (representing New URI Shares), to be held on (at the election of the Anatolia Shareholder, which election must also be provided for and requested in the Election Form):
(A) the CHESS subregister; or
(B) the issuer-sponsored subregister.
(b) The Election Form shall provide that:
(i) subject to clause 4.2(b)(vi), a Scheme Shareholder may make only one election in relation to a particular holding;
(ii) subject to clause 4.2(b)(vi), any valid election will apply to all of the Scheme Shares held by the Scheme Shareholder as at the Record Date;
(iii) a valid election may be made by a Scheme Shareholder by returning the Election Form before 7.00pm on the Record Date in writing to an address to be specified by Anatolia in the Explanatory Booklet;
(iv) once made, a valid election by a Scheme Shareholder may be varied before 7.00pm on the Record Date;
(v) if a valid election is not made by a Scheme Shareholder prior to 7.00pm on the Record Date, that Scheme Shareholder will be deemed to have elected to receive the Scheme Consideration in the form of CDI Shares, in respect of all Scheme Shares held by that Scheme Shareholder; and
(vi) in the manner considered appropriate by Anatolia (acting reasonably), a Scheme Shareholder that holds one or more parcels of Scheme Shares as trustee or nominee for, or otherwise on account of, another person, may make separate elections in relation to each of those parcels of Scheme Shares.
(c) Anatolia must ensure that, to the extent reasonably practicable, Anatolia Shareholders who acquire Anatolia Shares after the date of the despatch of the Explanatory Booklet and up until the Effective Date can receive an Election Form on request to Anatolia.
(d) Anatolia must provide, or procure the provision, to URI of details of the final elections made by each Anatolia Shareholder, on the Business Day after the Record Date.
Share Scheme under any approved Share Scheme, and, if applicable, any Shares issued on the exercise of any option, warrant or other convertible Security issued under any such Share Scheme;
