Scheme of Arrangement means a scheme of arrangement, share for share exchange or analogous procedure.
Scheme Year means a period of one year beginning with 1st April and ending with 31st March;
Scheme Circular means any circular to the shareholders of the Target to be issued by the Target setting out the proposals for any Scheme.
the Scheme means the Local Government Pension Scheme in
Board Change means, during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board cease for any reason to constitute a majority thereof unless the election, or the nomination for election, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.
Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.
Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.
Takeover Panel means the Panel on Takeovers and Mergers.
Divestiture means any transaction or event that the Board specifies as a Divestiture under Section 10.5.
Scheme Documents means, collectively, (i) the Scheme Circular, (ii) the Press Release, (iii) the Scheme Resolutions and (iv) any other document issued by or on behalf of the Target to its shareholders in respect of the Scheme.
relevant scheme means any other scheme approved or seeking approval under Chapter 1 Part XIV of the Act and in respect of a Class A Member who is a Controlling Director also any retirement annuity contract or trust scheme approved under Chapter III Part XIV or any personal pension scheme as approved under Chapter IV Part XIV of the Act insofar as it provides benefits secured by contributions in respect of Service.
Relevant change means a change that is or might be detrimental to the interests of an insured person in its scope, level, or amount of treatment, benefits payable or increase to the premiums payable.
Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.
Superior Proposal has the meaning set forth in Section 5.09(a).
Scheme means the Water Regulations Advisory Scheme;
Scheme Rules means the applicable SEPA direct debit or credit transfer scheme rules of the European Payments Council as amended from time to time.
Scheme Effective Date means the date on which a copy of the court order sanctioning the Scheme is duly filed on behalf of the Target with the Registrar of Companies in accordance with Section 899 of the Companies Act.
Scheme Document means this document including its Annexures, any addenda or corrigendum to this Scheme Document and/ or any other document issued pursuant hereto.
Takeover Bid means a "take-over bid" as defined in the ASA pursuant to which the "offeror" would as a result of such takeover bid, if successful, beneficially own, directly or indirectly, in excess of 50% of the Outstanding Securities;
Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).
Takeover Offer means an offer in accordance with Section 3.6 for the entire issued share capital of Allergan (other than any Allergan Shares beneficially owned by AbbVie or any member of the AbbVie Group (if any) and any Allergan Shares held by any member of the Allergan Group) including any amendment or revision thereto pursuant to this Agreement, the full terms of which would be set out in the Takeover Offer Document or (as the case may be) any revised offer documents.
Scope Change means any change to the scope of a contract to accommodate a need not originally provided for in the contract and which may include the acquisition of additional deliverables or the extension of the term of the contract and which may require an adjustment to the contract price;
Company Superior Proposal shall have the meaning set forth in Section 7.4(b).
Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.
Scheme Manager Means Gloucestershire County Council as administering authority of the Gloucestershire Local Government (LGPS) Pension Fund
Reorganization Plan means a plan of reorganization in any of the Cases.