Headcount Test definition

Headcount Test means the requirement under section 411(4)(a)(ii)(A) of the Corporations Act that the resolution to approve the Scheme at the Scheme Meeting is passed by a majority in number of Target Shareholders present and voting, either in person or by proxy. HomeSend means HomeSend SCRL. Implementation means the implementation of the Scheme, on it becoming Effective under section 411(10) of the Corporations Act. Implementation Date means the fifth Business Day after the Scheme Record Date. Independent Expert means an expert independent of the parties engaged by Target to opine (and prepare a report for inclusion in the Scheme Booklet) on whether the Scheme is in the best interests of Target Shareholders.
Headcount Test means the requirement under section 411(4)(a)(ii)(A) of the Corporations Act that the resolution to approve the Scheme at the Scheme Meeting is passed by a majority in number of M2 Shareholders present and voting, either in person or by proxy. Implementation Date means, with respect to the Scheme, the third Business Day, or such other Business Day as the parties agree or as may be required by ASX, following the Record Date for the Scheme. Independent Expert means an expert, independent of the parties, engaged by M2 in good faith to opine on whether the Scheme is in the best interests of M2 Shareholders.
Headcount Test means the requirement under section 411(4)(a)(ii)(A) of the Corporations Act that the resolutions to approve the Share Scheme and the Option Scheme at the Scheme Meetings are passed by a majority in number of KWR Shareholders and KWR Optionholders (as applicable) present and voting, either in person or by proxy. Implementation Date means the third Business Day following the Record Date.

Examples of Headcount Test in a sentence

  • Headcount Test means the requirement under section 411(4)(a)(ii)(A) of the Corporations Act that the resolution to approve the Scheme at the Scheme Meeting is passed by a majority in number of Target Shareholders present and voting, either in person or by proxy.

  • Headcount Test means the requirement under section 411(4)(a)(ii)(A) of the Corporations Act that the resolution to approve the Structure A Scheme at the Scheme Meeting or the Structure B Scheme at the Scheme Meeting is passed by a majority in number of Target Shareholders (other than the Excluded Shareholder in respect of the Structure A Scheme) present and voting either in person or by proxy.

  • The Court has the power to approve the Scheme even if the Headcount Test has not been satisfied.

  • The Court has an overriding discretion whether or not to approve the Share Scheme under section 411(4) (a)(ii)(A) of the Corporations Act and can, for example, disregard the Headcount Test.

  • Headcount Test means the requirement under section 411(4)(a)(ii)(A) of the Corporations Act that the resolution to approve the Scheme is passed by a majority in number of Saracen Shareholders present and voting, either in person or by proxy at the Scheme Meeting.


More Definitions of Headcount Test

Headcount Test means, in relation to a Scheme, the requirement under section 411(4)(a)(i) or 411(4)(a)(ii)(A) (as applicable) of the Corporations Act that the resolution to approve the relevant Scheme at the Scheme Meetings is passed by a majority in number of Anatolia Shareholders, Anatolia Optionholders or Anatolia Performance Shareholders (as applicable) present and voting, either in person or by proxy.
Headcount Test means the requirement under section 411(4)(a)(ii)(A) of the Corporations Act that the resolution to approve the Scheme at the Scheme Meetings is passed by a majority in number of QMS Shareholders present and voting, either in person or by proxy. HoldCo means Xxxxxxx Topco Pty Ltd ACN 634 291 375, the ultimate holding company of Bidder. HoldCo Securities means securities (including ordinary shares and preference shares) in the capital of HoldCo and HoldCo Security means any one of them. Implementation Date means, with respect to the Scheme, the fifth Business Day, or such other Business Day as the parties agree, following the Scheme Record Date for the Scheme. Implementation Planning Committee has the meaning given to that term in clause 7.3(e) of this deed. Independent Expert means an expert, independent of the parties, engaged by QMS in good faith to opine on whether the Scheme is in the best interests of QMS Shareholders.
Headcount Test means the requirement under section 411(4)(a)(ii)(A) of the Corporations Act that the resolution to approve the Scheme at the Scheme Meeting is passed by a majority in number of Tawana Shareholders eligible to vote at the Scheme Meeting and who are present and voting, either in person or by proxy. Implementation Date means the fifth Business Day following the Record Date or such other date as is agreed in writing by Xxxxxx and XXXX. Indebtedness means any debt or other monetary liability (whether actual or contingent), together with all interest, fees and penalties accrued thereon, in respect of moneys borrowed or raised or any financial accommodation, but excluding contingent liabilities arising from bank guarantees and surety bonds or any equivalent instrument provided by the relevant party as surety for contracts entered into in the ordinary course of business. Independent Expert means the independent expert appointed by Xxxxxx under item 4 of Schedule 4. Independent Expert's Report means the report from the Independent Expert for inclusion in the Scheme Booklet, including any update or supplementary report, stating an opinion whether or not the Transaction is in the best interests of Xxxxxx Shareholders and setting out its reasons for that opinion.
Headcount Test means the requirement under section 411(4)(a)(ii)(A) of the Corporations Act that the resolution to approve the Scheme at the Scheme Meeting is passed by a majority in number of BigAir Shareholders present and voting, either in person or by proxy. Implementation Date means, with respect to the Scheme, the fifth Business Day, or such other Business Day as the parties agree, following the Record Date for the Scheme. Independent Expert means an expert, independent of the parties, engaged by XxxXxx in good faith to opine on whether the Scheme is in the best interests of BigAir Shareholders.
Headcount Test means the requirement under section 411(4)(a)(ii)(A) of the Corporations Act that the resolution to approve the Share Scheme at the Share Scheme Meeting is passed by a majority in number of Xplore Shareholders present and voting, either in person or by proxy. HUB24 Break Fee has the meaning given to that term in clause 15(a). HUB24 Consideration Share means a HUB24 Share to be issued under the terms of the Share Scheme as Share Scheme Consideration. HUB24 Due Diligence Material means the written information disclosed by or on behalf of HUB24 and its Subsidiaries (including management presentations and all written responses provided in response to written questions or requests for information) to Xplore, or any of its Authorised Persons prior to the date of this agreement . HUB24 Group means HUB24 and each of its Subsidiaries (excluding, at any time, Xplore and its Subsidiaries to the extent that Xplore and its Subsidiaries are Subsidiaries of HUB24 at that time). A reference to a member of the HUB24 Group or a HUB24 Group Member is a reference to HUB24 or any such Subsidiary. HUB24 Information means such information regarding HUB24 that is provided by or on behalf of HUB24, or any of their Advisers, to Xplore, the Independent Expert or the Investigating Accountant:
Headcount Test means the requirement under section 411(4)(a)(ii)(A) of the Corporations Act that the resolution to approve the Scheme at the Scheme Meeting is passed by a majority in number of Nearmap Shareholders present and voting, either in person or by proxy. HSR Act means the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. Implementation Date means, with respect to the Scheme, the fifth Business Day, or such other Business Day as the parties agree, after the Scheme Record Date. Independent Expert means an expert, independent of the parties, engaged by Nearmap to prepare the Independent Expert’s Report.
Headcount Test means the requirement under section 411(4)(a)(ii)(A) of the Corporations Act that the resolution to approve the Scheme at the Scheme Meeting is passed by a majority in number of Cradle Shareholders eligible to vote at the Scheme Meeting and who are present and voting, either in person or by proxy. Implementation Date means the fifth Business Day following the Record Date or such other date agreed in writing by Cradle and Bidder. Independent Expert means the independent expert appointed by Cradle under item 3 of Schedule 4. Input Tax Credit has the meaning it has in the GST Act. A person is Insolvent if: