Provision of Scheme Consideration Sample Clauses

The Provision of Scheme Consideration clause defines the obligation of one party, typically the acquirer, to provide the agreed-upon consideration (such as cash, shares, or a combination) to the scheme participants in a merger or acquisition transaction. This clause outlines the timing, method, and conditions under which the consideration will be delivered, ensuring that all eligible shareholders receive their entitlements once the scheme becomes effective. Its core practical function is to guarantee that the transaction proceeds as intended by specifying how and when the consideration is distributed, thereby providing certainty and protecting the interests of the parties involved.
Provision of Scheme Consideration. The obligations of APA under this Scheme to provide the Scheme Consideration to Scheme Shareholders will be satisfied: (a) in the case of the cash component of the Scheme Consideration – by APA, on the Business Day before the Implementation Date: (i) depositing the aggregate amount of the cash component of the Scheme Consideration in cleared funds into an account established by, or on behalf of, Envestra and in the name of Envestra (Trust Account) (details of which must be notified by Envestra to APA at least five Business Days before the Implementation Date), such amount to be held on trust by Envestra for the Scheme Shareholders (except that any interest on the amount will be for the benefit of APA), for the purpose of Envestra paying the cash component of the Scheme Consideration in accordance with clause 5.9; and (ii) providing Envestra with written confirmation of that payment; (b) in the case of APA Securities which are required to be issued to Scheme Shareholders under this clause 5 – by APA procuring that: (i) the name and address of each such Scheme Shareholder is entered into the APA Register on the Implementation Date in respect of the APA Securities to which it is entitled under this clause 5; and (ii) a holding statement is sent to the Registered Address of each such Scheme Shareholder within five Business Days after the Implementation Date representing the number of APA Securities issued to the Scheme Shareholder pursuant to this Scheme; (c) in the case of APA Securities to be issued in respect of Scheme Consideration due to Cash Out Scheme Shareholders – by APA procuring that: (i) the name and address of the Nominee is entered into the APA Register on the Implementation Date in respect of the APA Securities required to be issued to it under this clause 5; (ii) a share certificate or holding statement in the name of the Nominee is sent to the Nominee within five Business Days after the Implementation Date representing the number of APA Securities so issued to it; and (iii) the Nominee sells those APA Securities on behalf of the Cash Out Scheme Shareholders, and pays the proceeds in accordance with clause 5.7.
Provision of Scheme Consideration. (a) Nominee will provide the Scheme Consideration by depositing in cleared funds an amount equal to the Aggregate Cash Consideration into the Trust Account before 5pm on the day before the Implementation Date (provided that any interest on the amount so deposited (less bank fees and other charges) (Accrued Interest) will accrue for the benefit of Bidder). (b) Subject to Nominee having complied with clause 5.2(a), Target must, on the Implementation Date and from the Trust Account, pay to each Scheme Shareholder the proportion of the Aggregate Cash Consideration attributable to that Scheme Shareholder based on the number of Scheme Shares held by that Scheme Shareholder as at the Scheme Record Date, which obligation will be satisfied by Target: (i) where a Scheme Shareholder has, before the Scheme Record Date, made an election in accordance with the requirements of the Share Registry to receive dividend payments from Target by electronic funds transfer to a bank account nominated by the Scheme Shareholder, paying, or procuring the payment of, the relevant amount in Australian currency by electronic means in accordance with that election; or (ii) whether or not a Scheme Shareholder has made an election referred to in clause 5.2(b)(i), dispatching, or procuring the dispatch of, a cheque in Australian currency for the relevant amount to the Scheme Shareholder by prepaid post to their Registered Address, such cheque being drawn in the name of the Scheme Shareholder (or in the case of joint holders, in accordance with clause 5.3). (c) In the event that: (i) a Scheme Shareholder does not have a Registered Address; or (ii) Target as the trustee for the Scheme Shareholders believes that a Scheme Shareholder is not known at the Scheme Shareholder’s Registered Address, and no account has been notified in accordance with clause 5.2(b)(i) or a deposit into such an account is rejected or refunded, Target as the as trustee for the Scheme Shareholders may credit the amount payable to the relevant Scheme Shareholder to a separate bank account of Target to be held until the Scheme Shareholder claims the amount or the amount is dealt with in accordance with the Corporations Act. Target must hold the amount on trust for the relevant Scheme Shareholder, but any benefit accruing from the amount will be to the benefit of Bidder. An amount credited to the account is to be treated as having been paid to the Scheme Shareholder when credited to the account. Target must maintain record...
Provision of Scheme Consideration. (a) Subject to this Scheme becoming Effective, in consideration for the transfer to Vocus of the Scheme Shares held by each Scheme Shareholder under the terms of this Scheme, Vocus will provide, or procure provision, to: (i) each Scheme Shareholder who is not an Ineligible Foreign Shareholder, the Scheme Consideration to which that Scheme Shareholder is entitled in accordance with clause 5; and (ii) the Nominee, the Scheme Consideration to which Ineligible Foreign Shareholders would have otherwise been entitled in accordance with clause 5, on the Implementation Date and otherwise in accordance with this Scheme. (b) Nothing in this Scheme requires Vocus to provide Scheme Consideration to any Excluded Shareholder.
Provision of Scheme Consideration. (a) Bidder's obligation to provide the Scheme Consideration will be satisfied by Bidder depositing (or procuring the deposit) in cleared funds an amount equal to the Aggregate Scheme Consideration less any amounts deducted in accordance with clause 5.2(f) into the Trust Account before 12 noon on the Business Day immediately before the Implementation Date (provided that any interest on the amount so deposited (less bank fees and other charges) (Accrued Interest) will accrue for the benefit of Bidder), such amount to be held by APD for the purposes of paying the Scheme Consideration to Scheme Securityholders in accordance with clause 5.2(b). (b) Subject to Bidder providing the Aggregate Scheme Consideration in accordance with clause 5.2(a), APD must, on the Implementation Date and from the Trust Account, pay (or procure the payment to each Scheme Securityholder of) the proportion of the Aggregate Scheme Consideration attributable to that Scheme Securityholder based on the number of Scheme Securities held by that Scheme Securityholder as at the Record Date, which obligation will be satisfied by APD:
Provision of Scheme Consideration. Subject to this agreement and the Scheme, HoldCo undertakes to Cenntro that, in consideration of the transfer to HoldCo of each Cenntro Share held by a Scheme Participant, HoldCo will, on the Implementation Date: (a) accept that transfer; and (b) provide the Scheme Consideration in accordance with the Scheme.
Provision of Scheme Consideration. Subject to clauses 2.7 and 2.8, Avita US agrees with Avita Australia that, in consideration of the transfer to Avita US of each Scheme Share held by a Scheme Participant under the terms of the Scheme, Avita US will (subject to the terms and conditions of this agreement, the Deed Poll and the Scheme) on the Implementation Date accept the transfer of the Scheme Shares and: (a) in the case of a Scheme Participant who holds Avita Australia Shares (other than the ADS Depositary, an Ineligible Shareholder or a Scheme Participant in respect of their entitlement to a Fractional Avita US Share), cause the Authorised Nominee to issue five Avita US CDIs to that Scheme Participant for every 100 Avita Australia Shares held by that Scheme Participant on the Record Date and issue to the Authorised Nominee (as depositary) the relevant number of Avita US Shares underlying such Avita US CDIs (being one Avita US Share for every five Avita US CDIs); (b) in the case of the Scheme Participant who is the ADS Depositary (who holds its Avita Australia Shares for the benefit of the ADS Holders), issue one Avita US Share to the ADS Depositary for every 100 Avita Australia Shares held by the ADS Depositary and procure the ADS Depositary to then, subject to compliance by the ADS Holders with the terms of the arrangements pursuant to which the ADS Depositary acts as depositary for ADS Holders, deliver (by way of exchange) such Avita US Shares to the ADS Holders on the basis of one Avita US Share for every five Avita Australia ADSs held by the ADS Holder on the Record Date; and (c) cause the Authorised Nominee to issue the Sale Securities to the Sale Agent in the form of Avita US CDIs in accordance with clauses 2.7 and 2.8 and issue to the Authorised Nominee (as depositary) one Avita US Share for every 5 Avita US CDIs to be issued to the Sale Agent.
Provision of Scheme Consideration. Subject to clause 2, Avita US undertakes to each Scheme Participant that: (a) in consideration of the transfer to Avita US of all of the Scheme Shares, it will issue to each Scheme Participant (or, in accordance with clause 5.6 of the Scheme, to the Sale Agent on behalf of the Scheme Participant where such Scheme Participant is a Selling Shareholder) the Scheme Consideration in accordance with clause 5.1 of the Scheme; and (b) it will undertake all other actions attributed to it under, and otherwise comply with all of its other obligations in, the Scheme as if it were a party to the Scheme, subject to and in accordance with the terms of the Scheme.
Provision of Scheme Consideration. Allotment and issue of New Superloop Shares (a) on the Implementation Date, allot and issue to the Scheme Shareholders the New Superloop Shares that comprise the Scheme Consideration on terms such that each New Superloop Share will rank equally in all respects with each existing fully paid ordinary share in the capital of Superloop; (b) no later than 7 Business Days after trading starts in New Superloop Shares on a deferred settlement basis, send or procure the dispatch to each Scheme Shareholder (other than Ineligible Foreign Shareholders), to their address recorded in the Register on the Record Date, a holding statement for the New Superloop Shares issued to that Scheme Shareholder; (c) apply to ASX for the commencement of trading of the New Superloop Shares that comprise the Scheme Consideration on the ASX on a deferred settlement basis as from the Business Day after the Effective Date (or such later date as the ASX requires) and on an ordinary settlement basis as from the Business Day after the Implementation Date (or such later date as the ASX requires); and (d) ensure that, on issue, each New Superloop Share that comprises the Scheme Consideration will be fully paid and free from any mortgage, charge, lien, encumbrance or other security interest.
Provision of Scheme Consideration. Bidder must, and Japara must use its best endeavours to procure that Bidder does, by no later than the Business Day before the Implementation Date, deposit, or procure the deposit, in cleared funds an amount equal to the aggregate amount of the Scheme Consideration payable to all Scheme Shareholders, into an Australian dollar denominated trust account with an ADI operated by Japara as trustee for the Scheme Shareholders (Trust Account), (provided that any interest on the amounts deposited (less bank fees and other charges) will be credited to ▇▇▇▇▇▇’s account).
Provision of Scheme Consideration. (a) Anatolia will use its best endeavours to procure that, in consideration for the transfer to URI of the Scheme Shares held by each Scheme Shareholder under the terms of this Scheme, URI will provide or procure provision of the Scheme Consideration to each Scheme Shareholder on the Implementation Date and otherwise in accordance with this Scheme. (b) Subject to clauses 5.6 and 5.7 and to this Scheme becoming Effective, at 10.00am on the Implementation Date, the transactions which form part of this Scheme will be implemented in the following sequence: (i) each Scheme Shareholder will receive the Scheme Consideration for each Scheme Share held by that Scheme Shareholder at the Record Date, which is to be issued in the manner set out in clause 5.5; and (ii) in exchange, all existing Scheme Shares at the Record Date will be transferred to URI or its nominee.