The Scheme. Subject to Section 3.6:
(a) WTW agrees that it will propose the Scheme to WTW Shareholders in the manner set out in Article II as soon as reasonably practicable and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions (with the exception of any Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix 3 of the Rule 2.5 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), will, in the manner set out in Article II, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition;
(b) Aon agrees that it will participate in the Scheme to the extent reasonably requested by WTW and agrees to be bound by its terms, as proposed by WTW to WTW Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; and
(c) each of the Parties agrees that it will perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme Document, and each will, subject to the terms and conditions of this Agreement, including Section 8.2, use its reasonable best efforts to take such other steps as are within its power and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with Completion and, in particular, Aon shall ensure that it has all necessary authority to issue Aon Shares in order to satisfy delivery (and payment) of the Scheme Consideration.
The Scheme. 2.1 The Moneyfarm Pension ("the Scheme") is a registered pension scheme. It is governed by the Trust Deed and Rules, a copy of which is available on our website. ESL is the administrator of the Scheme.
2.2 The trustee of the Scheme is Embark Trustees Limited ("the trustee"). The trustee is the owner of the sums and assets held under the Scheme for the benefit of scheme members. The trustee performs its obligations under the Rules according to the instructions of ESL.
2.3 If ESL accepts your application for membership of the Scheme it will open an individual plan in your name under the Scheme. In order to join the Scheme you must be resident in the UK for tax purposes, aged 18 years or over and aged under 75 years.
The Scheme. It is intended that the Acquisition will be effected by means of a Court-sanctioned members’ scheme of arrangement between ADVANZ PHARMA and the Scheme Shareholders pursuant to Article 125 of the Jersey Companies Law. The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued limited voting share capital of ADVANZ PHARMA. This is to be achieved by the transfer of the Scheme Shares to Bidco, in consideration for which the Scheme Shareholders will receive:
(a) under the Cash Offer, cash consideration on the basis set out in paragraph 2 of this Announcement; and
(b) under the Alternative Offer, through the receipt of Topco B Shares on the basis set out in paragraph 12 of this Announcement, in each case to be effected pursuant to the Scheme. To become Effective, the Scheme must be approved at the Court Meeting by a majority in number of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of ADVANZ PHARMA at the Scheme Voting Record Time present and voting, whether in person or by proxy, representing not less than three-quarters of the voting rights of the ADVANZ PHARMA Shares voted by those Scheme Shareholders (or the relevant class or classes thereof, if applicable). The Scheme also requires the passing at the General Meeting of the Resolutions. The General Meeting is expected to be held immediately after the Court Meeting. Following the Court Meeting and the General Meeting, the Scheme must be sanctioned by the Court. The Court Order has no effect until it has been delivered to the Registrar of Companies for registration. The Scheme is also subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions that will be set out in the Scheme Document. The Scheme Document will include full details of the Scheme, together with the notice convening the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by ADVANZ PHARMA Shareholders. Subject to restrictions in respect of Restricted Jurisdictions, the Scheme Document (together with the Forms of Proxy and Form of Election) will be sent to ADVANZ PHARMA Shareholders and, for information only, to persons with information rights and participants in the Management Incentive Plan, as soon as reasonably practicable, and in any event ...
The Scheme. 5.1 Royal London confirms that it is an authorised person to the extent that the operation of the Scheme is a regulated activity for the purposes of the Financial Services and Markets Act 2000.
5.2 In relation to each Jobholder, you:
5.2.1 shall pay a contribution to Royal London sufficient to satisfy the second condition of Section 26 of the Pensions Act; and
5.2.2 warrant that there are direct payment arrangements (within the meaning of section 111A of the Pension Schemes Act 1993) between you and any Eligible Jobholder.
The Scheme. The scheme pools resources to enable all Nottinghamshire maintained (inclusive of special schools), free, academy schools / multi-academy trusts who contribute to the Fund, access to local trade union representatives for consultation and negotiation purposes and to represent school employees in the school’s management of HR/employee relations matters. The scheme is effectively an annual fixed cost ‘insurance policy’ to contribute to the cover costs of release time for locally elected school representatives who work on a county wide basis. Many schools are fortunate to have very few employee relations matters to manage, but the unpredictability of these issues make it important for all schools to have firm arrangements in place. The operation of the scheme is supported by a protocol (Appendix 2) negotiated between the county council HR Service and local recognised local trade unions which provides a practical framework and commitment for the management of employee relations in our schools.
The Scheme. 2.1 The Seller is in the process of constructing a development scheme, known as “Wedgewood” under the Sectional Titles Act, 1986 and Sectional Title Schemes Management Act, 2011 (the “Acts”) to be established on the Remaining Extent of Erf 15 Sandown. The Purchaser shall not be entitled to resell the section prior to Transfer taking place into the Purchaser’s name.
2.2 The extent of the Property and any exclusive use area/s shall not differ by more than 10% of the area indicated on the unit plan. The Purchaser shall have no claim against the Seller arising out of reasonable alterations or amendments to the finishes, the drawing or variations or alterations to the plans.
The Scheme. Subject to the terms and conditions of this Agreement and the Scheme having been sanctioned by the Court and having become effective in accordance with Section 1.4, on the Scheme Effective Time, all of the issued and outstanding share capital of Parent shall be cancelled and Parent shall issue and deliver to Newco such number of the Parent Ordinary Shares as has been so cancelled in consideration of the allotment by Newco of such number of Newco shares as shall be of an aggregate nominal amount equal to the aggregate nominal amount of the Parent Ordinary Shares so cancelled.
The Scheme. 11.1.1 The Executive is eligible to join the Company's pension scheme (the "Scheme"), subject to its rules in force from time to time. Details of the Scheme are available from the Company. Pursuant to the Scheme, the Company will make an annual supplemental contribution to the Scheme in respect of the Executive equal to 15% of the Executive's Basic Salary and discretionary bonus. The contribution shall be paid to the Scheme at such time or times during the year as the Company shall decide at its discretion.
11.1.2 When the Company becomes subject to the employer duties in the Pensions Xxx 0000, the Company reserves the right to amend the Executive's pension arrangements in place in its absolute discretion. The Company will inform the Executive of any changes to his pension arrangements at that time.
11.1.3 A copy of the current explanatory booklet giving details of the Scheme is available from the Company's Human Resources Department.
11.1.4 The Scheme is not a contracted-out scheme for the purposes of the Xxxxxxx Xxxxxxx Xxx 0000.
The Scheme. 1. The Parties shall adopt a joint scheme for the regulation of the quality, safety, and efficacy or performance of therapeutic products, and in particular for:
(a) the regulation of the manufacture, supply, import, export and promotion of therapeutic products;
(b) the setting of standards in relation to the quality, safety, and efficacy or performance of therapeutic products and their manufacture, supply, import, export and promotion;
(c) the post-market monitoring of therapeutic products; and
(d) the enforcement of the Scheme’s requirements.
2. Where a Rule requires an Approval in relation to the manufacture, supply, import, export or promotion of a therapeutic product, each Party shall prohibit the manufacture, supply, import, export or promotion of the therapeutic product otherwise than under and in accordance with the required Approval.
3. Where a Rule prescribes the manner or circumstances in which a therapeutic product is not to be manufactured, supplied, imported, exported or promoted, each Party shall prohibit the manufacture, supply, import, export or promotion of the therapeutic product in that manner or those circumstances.
4. Where a Rule or Order prescribes requirements relating to the manufacture, supply, import, export or promotion of a therapeutic product, each Party shall prohibit such manufacture, supply, import, export or promotion unless it is carried out in accordance with the Rule or Order.
5. Each Party shall ensure the effective implementation, operation, maintenance and enforcement of the Scheme in accordance with the objectives of this Agreement and, subject to paragraph 4 of Article 11 and to Article 12, shall ensure that its joint nature is maintained.
6. The Parties shall conduct effective consultation together in relation to the legislation to be enacted by each Party to implement the Scheme, and in relation to any amendments to that legislation, with a view to ensuring that it is consistent with and gives effect to the objectives of this Agreement.
7. Each Party shall ensure that its legislation implementing the Scheme is not amended or repealed in a manner that is inconsistent with this Agreement, or would prejudice the joint nature of the Scheme or its effectiveness.
8. A Party shall not:
(a) introduce Government legislation giving effect to paragraphs 4 or 5 of Article 5; or
(b) introduce Government amendments to the legislation giving effect to paragraphs 4 or 5 of Article 5; without the written consent of the other Part...
The Scheme. 9.1. The Client must pay all costs and expenses associated with its own membership of the Scheme, or in the instance that the Issuer is the member of the Scheme the Client must pay the costs and expenses involved in the setting up and arrangement of the Issuer’s sponsorship of the Client’s Card Programmes. GPS is not responsible for costs and expenses association with the Client’s or the Issuer’s membership of the Scheme.
