The Scheme Sample Clauses

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 implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Regent reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Takeover Panel and the terms of the Co-operation Agreement). The purpose of the Scheme is to provide for Regent to become the owner of the entire issued and to be issued share capital of TClarke (other than the Excluded Shares). Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Regent in consideration for which the Scheme Shareholders will receive the Consideration. The Acquisition will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this Announcement and to be set out in the Scheme Document. Subject, amongst other things, to the satisfaction (or, where applicable, waiver) of the Conditions, the Scheme will only become Effective if, amongst other things, the following events occur on or before the Long Stop Date: a) the approval by a majority in number of the Scheme Shareholders, present and voting (and entitled to vote) at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders; and b) the approval of the Resolutions at the General Meeting by TClarke Shareholders by the requisite majorities (it is intended that the General Meeting will be held directly after the Court Meeting); c) certain regulatory approvals as described in Appendix 1 to this Announcement (including from the Secretary of State pursuant to the NSI Act) are obtained or waived, as applicable; d) following the Meetings, the Scheme is sanctioned by the Court (with or without modification, and, if with modification, on terms agreed by Regent and TClarke); and e) following such sanction, a copy of the Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Meetings (and if they attended and voted, whether or not they voted in favour of the Scheme) and the Consideration will be despatched by Regent to Scheme Shareholders no later than 14 days after the Effective Date. In addition, share certificates in respect of TClarke Shares will cease to be valid and entitlements to TClarke Shares held within...

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. Amcor agrees that it will put the Scheme to the Amcor Shareholders in the manner and on the terms set forth in this Agreement. Except in connection with a termination of this Agreement in accordance with Article VIII, Amcor and New Holdco shall perform their obligations under the Scheme and the Deed Poll and, prior to the Scheme Closing, neither Amcor nor New Holdco will amend or modify the Scheme or the Deed Poll, or agree to any conditions being made by the Court in relation to the Scheme (including under subsection 411(6) of the Australian Act), without the prior written consent of Bemis, such consent not to be unreasonably withheld, conditioned or delayed unless the effect of such modification, amendment or condition would be to materially impact the terms of the Transaction; provided, that the prior written consent of Bemis shall not be required for any amendment or modification to the Scheme that would not delay or impair the consummation of the Transactions or modify any of the terms of this Agreement (other than immaterial terms of the Scheme of Arrangement) and that also: (i) is merely administrative and immaterial, or (ii) is necessary to enable Amcor Shareholders to elect to receive (as Scheme Consideration) a New Holdco Share instead of a CDI in exchange for each of their Amcor Shares (the method of election to be determined by Amcor, acting reasonably). Neither Amcor nor New Holdco will, other than in accordance with the terms of the Scheme and Deed Poll, terminate the Scheme or the Deed Poll without the prior written consent of Bemis.

The Scheme. In relation to the Scheme: 16.29.1 no step has been taken which has increased (or may in the future increase) the offer price under the Scheme beyond the level specified in the CWC Circular; 16.29.2 no modification, variation or amendment of a material nature has been made to, and no waiver has been granted in respect of, any of the conditions set out in Appendix 2 to the CWC Circular or in the Transaction Agreement; 16.29.3 no press release or other publicity, the text of which has not previously been agreed with the Agent, which makes reference to the Revolving Facility or to some or all of the Finance Parties has been issued or allowed to be issued; and 16.29.4 in all material respects relevant in the context of the Scheme, it and each of its affiliates (as relevant) has complied with the Code, the Financial Services Act 0000, xxe Companies Act 0000 xxx all other applicable laws and regulations.