Share Scheme Consideration Sample Clauses

Share Scheme Consideration. (a) IGO agrees with Xxxxxx that in consideration of the transfer to IGO of each Sirius Share held by a Scheme Shareholder under the terms of the Share Scheme and subject to the terms of the Deed Poll and the Share Scheme, IGO will pay and issue the Share Scheme Consideration to each Scheme Shareholder for each Sirius Share held by that Scheme Shareholder at the Record Date. (b) Any fractional entitlement of a Scheme Shareholder to part of an IGO Share or a cent will be rounded up or down to the nearest whole number of IGO Shares or nearest whole cent (as applicable) in accordance with the Share Scheme (and if the fractional entitlement would include one half of an IGO Share, the entitlement will be rounded up to the nearest whole number of IGO Shares in accordance with the Share Scheme). (c) Unless IGO is satisfied that it may lawfully issue New IGO Shares to an Ineligible Overseas Shareholder either unconditionally or after compliance with terms which IGO reasonably regards as not unduly onerous or impractical, IGO has no obligation to issue New IGO Shares to the Ineligible Overseas Shareholder. (d) If IGO elects not to issue New IGO Shares to an Ineligible Overseas Shareholder under clause 2.5(c), it must issue the New IGO Shares to which the Ineligible Overseas Shareholder would otherwise become entitled to a nominee appointed by IGO. The terms of issue to the nominee must be that the nominee must sell those New IGO Shares at the time, in the manner and on the terms the nominee thinks fit (and at the risk of the Ineligible Overseas Shareholder) and the nominee must remit to Sirius the proceeds received after deducting any applicable fees, brokerage, taxes and charges, and Xxxxxx must then pay or procure the payment to that Ineligible Overseas Shareholder of the proceeds received from the sale of those New IGO Shares.

Share Scheme Consideration. On the Implementation Date, Incannex must procure US Holdco to issue the Share Scheme Consideration to: (a) the Share Scheme Participants (other than Ineligible Foreign Shareholders and Small Parcel Holders (excluding Excluded Small Parcel Holders)) in accordance with clause 6.3(c) of this Share Scheme; and (b) the Sale Agent in respect of all Ineligible Foreign Shareholders and Small Parcel Holders (excluding Excluded Small Parcel Holders) on the Record Date to be dealt with in accordance with clause 6.8(a) of this Share Scheme.

Share Scheme Consideration close the KWR Share Register as at the Record Date and determine entitlements to the Share Scheme Consideration in accordance with the Share Scheme and the Share Scheme Deed Poll;

Share Scheme Consideration. (a) YM undertakes and warrants to Cytopia (in Cytopia’s own right and separately as trustee or nominee for each of the Scheme Shareholders) that, in consideration of the transfer to YM of each Cytopia Share held by a Scheme Shareholder at the Record Date under the terms of the Share Scheme, YM will on the Implementation Date: (1) accept that transfer; and (2) provide or procure the provision of the Scheme Consideration in accordance with the Share Scheme.

Share Scheme Consideration. In consideration of the Share Scheme and Scheme Shareholders transferring their CBH Shares to Richview on the Implementation Date, PEM undertakes in CBH’s favour (in its own right and separately as trustee or nominee for each Scheme Shareholder) that in accordance with the Timetable, PEM will provide to the Scheme Shareholders the Scheme Consideration for the CBH Shares held by the Scheme Shareholders in accordance with the Scheme Document.

Share Scheme Consideration. (a) Subject to clauses 4.4 and 4.5, US Holdco undertakes and warrants to Incannex (in its own right and on behalf of each Share Scheme Participant) that in consideration of the transfer to US Holdco of each Scheme Share held by a Share Scheme Participant under the terms of the Share Scheme, US Holdco will (subject to the terms of this deed, the Share Scheme and the Share Scheme Deed Poll) on the Implementation Date: (i) in the case of a Share Scheme Participant who holds Scheme Shares (other than the Australian custodian for the ADS Depositary, an Ineligible Foreign Shareholder or a Small Parcel Holder (excluding an Excluded Small Parcel Holder)), issue one new US Holdco Share to that Share Scheme Participant for every 100 Scheme Shares held by that Share Scheme Participant on the Record Date; (ii) in the case of a Share Scheme Participant who holds Scheme Shares on behalf of the ADS Depositary (who itself holds Incannex Shares for the benefit of the ADS Holders), being the Australian custodian for the ADS Depositary: (A) issue one US Holdco Share to the ADS Depositary for every 100 Scheme Shares held by the ADS Depositary; and (B) procure the ADS Depositary to then, subject to compliance by the ADS Holder within the terms of the arrangements pursuant to which the ADS Depositary acts as depositary for ADS Holders, deliver (by way of exchange) such US Holdco Shares to the ADS Holders on the basis of one US Holdco Share for every four Incannex ADSs held by the ADS Holder on the Record Date; and (iii) issue to the Sale Agent such number of US Holdco Shares in accordance with clauses 4.4 and 4.5 that Ineligible Foreign Shareholders and Small Parcel Holders (excluding Excluded Small Parcel Holders) would otherwise have been entitled to. Scheme Implementation Deed DMS:YXG: 5412447Legal/83374955_3 (b) Where the calculation of the number of US Holdco Shares to be issued to a particular Share Scheme Participant would result in the issue of a fraction of a US Holdco Share, then any such fractional entitlement will be rounded up to the nearest whole number of US Holdco Shares. (c) Incannex acknowledges that the undertaking by US Holdco in clause 4.3(a) is given to Incannex in its own right and in its capacity as trustee for each Share Scheme Participant.

Share Scheme Consideration. (a) BTR covenants in favour of KWR (in its own right and on behalf of the Scheme Shareholders) that in consideration for the transfer of each KWR Share held by a Scheme Shareholder under the terms of the Share Scheme to BTR, BTR will provide Scheme Shareholders, for each KWR Share held on the Record Date, the Share Scheme Consideration in accordance with the terms of this Deed and the Share Scheme. (b) Unless BTR is satisfied that the laws of an Ineligible Foreign Holder’s country of residence (as shown in the KWR Share Register) permit the issue and allotment of the Share Scheme Consideration to the Ineligible Foreign Holder, either unconditionally or after compliance with conditions which BTR in its sole discretion regards as acceptable and not unduly onerous, the Share Scheme Consideration to which an Ineligible Foreign Holder will become entitled will be allotted to a nominee approved by BTR who will sell those New BTR Shares and pay the proceeds received, after deducting any applicable brokerage, stamp duty and other taxes and charges, to that Ineligible Foreign Holder.

Share Scheme Consideration. HUB24 covenants in favour of Xplore (in Xplore's own right and separately as trustee for each Scheme Shareholder) that, in consideration of the transfer to HUB24 of the Scheme Shares under the terms of the Share Scheme), on the Implementation Date, HUB24 will: (a) accept that transfer; and (b) provide each Scheme Shareholder the Share Scheme Consideration, in accordance with the Share Scheme.

Share Scheme Consideration. Subject to and in accordance with this document and the Share Scheme, each Share Scheme Participant is entitled to receive the Share Scheme Consideration in respect of each Scheme Share held by that Share Scheme Participant.

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.