Issue of Scheme Consideration Clause Samples

Issue of Scheme Consideration. (a) Not later than one Business Day after the Record Date, Piedmont will give to US Holdco a notice specifying the persons to whom US Holdco Shares or US Holdco CDIs (as applicable) are to be issued pursuant to clause 5.4 and the number of US Holdco Shares or US Holdco CDIs (as applicable) to which they are entitled (including the number to be issued to the Sale Agent). (b) On the Implementation Date, US Holdco must issue, or procure the issue, to each Scheme Participant the Scheme Consideration for each Scheme Share transferred to US Holdco on the Implementation Date by that Scheme Participant. (c) The obligation of US Holdco to issue, or procure the issue of, the Scheme Consideration under this Scheme will be satisfied by US Holdco procuring: (i) in the case of a Scheme Participant who holds Scheme Shares (other than the Australian custodian for the ADS Depositary, an Ineligible Foreign Holder or an Small Parcel Holder (excluding an Excluded Small Parcel Holder)): (A) CDN to issue one US Holdco CDI for every Scheme Share held by that Scheme Participant on the Record Date; and (B) issuing to CDN (as Depositary Nominee) the relevant number of US Holdco Shares underlying such US Holdco CDIs (being one US Holdco Share for every 100 US Holdco CDIs); (ii) in the case of a Scheme Participant who holds Scheme Shares on behalf of the ADS Depositary (who itself holds Piedmont Shares for the benefit of the ADS Holders), being the Australian custodian for the ADS Depositary: (A) issuing one US Holdco Share to the ADS Depositary for every 100 Scheme Shares held by the ADS Depositary; and (B) 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 Piedmont ADS held by the ADS Holder on the Record Date; and (iii) CDN to issue to the Sale Agent such number of US Holdco CDIs in accordance with clauses 6.10 and 6.11 that Ineligible Foreign Holders and Small Parcel Holders (excluding Excluded Small Parcel Holders) would otherwise have been entitled to and issue to CDN (as Depositary Nominee) one US Holdco Share for every 100 US Holdco CDIs to be issued to the Sale Agent. (d) US Holdco covenants in favour of Piedmont (in its own right and separately as trustee and nominee for each of the Scheme Participants) that: (i) the US Holdco Shares t...
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Issue of Scheme Consideration. (a) Not later than one Business Day after the Record Date, Creso will give to Red Light a notice specifying the persons to whom Red Light Shares are to be issued pursuant to clause 5.4 and the number of Red Light Shares to which they are entitled. (b) On the Implementation Date, subject to receipt of the Scheme Consideration from Red Light, Creso must procure the issuance to each Scheme Participant of the Scheme Consideration for each Scheme Share transferred to Red Light on the Implementation Date by that Scheme Participant.
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Issue of Scheme Consideration. (a) Subject to clause 6.8, on the Implementation Date, ▇▇▇▇ must: (i) issue, or procure the issuance of, to each Scheme Participant (other than Ineligible Foreign Holders and Electing Selling Scheme Participants) the Scheme Consideration for each Scheme Share transferred to ▇▇▇▇ on the Implementation Date by that Scheme Participant; and (ii) procure that: (A) the ▇▇▇▇ Share Register is updated to record the issuance of the ▇▇▇▇ Shares on the Implementation Date forming the Scheme Consideration; and (B) a holding statement is sent to the Registered Address of each Scheme Participant, who is not an Ineligible Foreign Holder or Electing Selling Scheme Participant, representing the Scheme Consideration issued to such Scheme Participant. (b) ▇▇▇▇ covenants in favour of 92 Energy (in its own right and separately as trustee and nominee for each of the Scheme Participants) that: (i) the ▇▇▇▇ Shares to be issued as Scheme Consideration will be duly and validly authorised and will, on and from their issue, rank equally in all respects with all existing and outstanding ▇▇▇▇ Shares listed on the CSE; (ii) holders of the ▇▇▇▇ Shares issued as Scheme Consideration will be entitled to participate in and receive any dividends or distribution of capital paid and any other entitlements accruing in respect of ▇▇▇▇ Shares on and after the Implementation Date subject to the requirements of Atha’s constating documents and all applicable laws; (iii) the first trade of the ▇▇▇▇ Shares issued as Scheme Consideration by each Scheme Participant, other than a trade that is otherwise exempt from or not subject to the prospectus requirements under applicable Canadian securities laws, will be a 'distribution' within the meaning of applicable Canadian securities laws and will be subject to the prospectus requirements of applicable Canadian securities laws unless: (A) at the time of such trade, ▇▇▇▇ is and has been a 'reporting issuer' (within the meaning of applicable Canadian securities laws) in a 'jurisdiction of Canada' (as such term is defined in National Instrument 14-101 – Definitions of the Canadian Securities Administrators ('NI 14- 101')) for the four months immediately preceding the trade; (B) such trade is not a 'control distribution' (as such term is defined in National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators ('NI 45-102')); (C) no unusual effort is made to prepare the market or to create a demand for the securities that are the subj...
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Related to Issue of Scheme Consideration

  • Share Consideration Nation Energy Inc., a Wyoming corporation, has agreed to issue on December 17, 2015 600,000,000 of its common shares (the Share Consideration) to Paltar, and Paltar has agreed to certain restrictions on the transfer of such shares, under the terms of the Third Amended and Restated Letter Agreement, dated 30 August 2015 between Nation Energy Inc. and Paltar (the Letter Agreement), in the event that an Exchange Transaction (as defined in the Letter Agreement) has not been consummated on or before December 16, 2015.

  • The Consideration 9.1. In consideration for the successful completion of the Works, the timely supply of the R350HT Rails and the fulfillment of all of Supplier's obligations pursuant to this Agreement including, without limitation, the Warranty and all accompanying services and equipment to ISR's full satisfaction as required in accordance with the terms and conditions of this Agreement, Supplier shall be entitled to receive payment in accordance with the Consideration Annex attached hereto as Annex B (the “Consideration”). 9.2. Consideration shall be the final, complete and inclusive price that shall be paid to Supplier for the design, manufacture, preservation treatment, supply, delivery, unloading and Warranty of the R350HT Rails and the execution of all the Works pursuant to this Agreement, exclusive only of VAT. Other than as set forth herein, the Supplier shall not be entitled to receive any additional payments in connection with the performance of its obligations hereunder. The Consideration is inclusive of all taxes (other than VAT), license fees, royalties, or any other costs or expenses of any kind related to the provision of the R350HT Rails and/or to the Works. ISR shall not be charged with any further payments in connection with the Supplier’s execution of any of its obligations and undertakings under this Agreement. 9.3. Value added tax, to the extent applicable, shall be added to any payment made by ISR to Supplier hereunder, subject to the issuance of a tax invoice on ISR’s name, in accordance with the law. All amounts payable to the Supplier under this Agreement shall be paid in Euros (€). 9.4. For the removal of any doubt, it is hereby clarified that all taxes, fees, duties, licenses, costs or other payments that are to be paid in connection with the exportation, supply and delivery of the R350HT Rails, including but not limited to all types of importation and custom duties and services, such as transportation costs, customs agents’ fees, purchase tax (in Hebrew "Mas Kniya" or "הינק סמ" ), wharf fees (in Hebrew "Dmei Ratzif" or "ףיצר ימד" ), cleaning of the containers and unloading at the Site, Israeli customs duties, port handling fees (in Hebrew "Dmei ▇▇▇▇▇" or "לוטינ ימד" ), port infrastructure fees (in Hebrew "Dmei Tashtit" or "תיתשת ימד"), cam locks for discharging the R350HT Rails at port, supervision while discharging at port, discharging terms at port, etc. shall be considered as part of the Consideration and shall be borne solely by Supplier.

  • Exchange Consideration On or promptly after an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership Unitholder (or its designee), the Cash Settlement. Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the Partnership) to have the Company acquire Exchangeable Units directly from an exchanging Partnership Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash Settlement. If an exchanging Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership or the Company will, pursuant to the Exchange Notice submitted by the Partnership Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Unitholder in the Exchange Notice. Upon any Exchange, the Partnership or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

  • Settlement Consideration 4.1 Subject to the procedures in Sections 6 and 7 below, and in compromise of disputed claims and in consideration of this Agreement, as well as additional consideration described in this Agreement, the Parties have agreed that in exchange for a release by the Releasing Persons of the Released Persons of Released Claims, entry of Final Judgment as contemplated herein, and dismissal with prejudice of the Action, Defendant shall make the following payments: 4.1.1 Subject to the terms, limits, conditions, coverage limits, and deductibles of policies, Class Members who timely file valid Claim Forms by the Claims Deadline will be paid Claim Settlement Payments in an amount equal to the Nonmaterial Depreciation that was withheld from ACV Payments and not subsequently paid; 4.1.2 For Class Members identified under subsections 4.1.1 above, simple interest at the rate of 6% per annum on the Nonmaterial Depreciation determined under subsections 4.1.1, from the date of each respective ACV Payment to the Effective Date; 4.1.3 For Class Members identified under subsections 4.1.1 and for whom all Nonmaterial Depreciation that was withheld from ACV Payments was subsequently paid, simple interest at the rate of 6% per annum on Nonmaterial Depreciation that was initially withheld from ACV payments, from the date of each ACV Payment from which Nonmaterial Depreciation was withheld to the date all Nonmaterial Depreciation was paid; 4.1.4 Subject to the conditions set forth in this Agreement, attorneys’ fees and expenses that are awarded by the Court to Class Counsel; 4.1.5 Subject to the conditions set forth in this Agreement, service awards that are awarded by the Court to the Representative Plaintiffs. 4.1.6 The costs of Class Notice and settlement administration, as provided in this Agreement; and 4.1.7 The reasonable fees incurred by the Neutral Evaluator, as provided in this Agreement. 4.2 Until such time as the foregoing payments are made, all sums to be paid by Defendant shall remain under the control and ownership of Defendant or Defendant’s independent contractors. Neither Class Members nor any other Person shall have any right to or ownership or expectation interest in Claim Settlement Payments or any other sums unless and until timely and eligible claims of Class Members have been submitted and checks in payment of same have been issued and timely negotiated by Class Members, as described in this Agreement. For any payment that has not been timely negotiated by a Class Member, that Class Member’s rights to that payment shall be forfeited by the Class Member, and all rights to any such payments shall be governed by the Defendant’s general escheatment procedures and in accordance with the laws of the applicable states.

  • MEMO OF CONSIDERATION RECEIVED on the day month and year first above written of and from the within named Purchasers the within mentioned sum of Rs. /- (Rupees only)paid as and by way of full consideration in terms of these presents. 1 By cheque no. dated 2 By cheque no. dated 3 By cheque no. dated 4 By cheque no. dated 5 By cheque no. dated 6 TDS ( ) 7 By cheque no. dated TOTAL (RUPEES ONLY) 1. (OWNERS)