Common use of Scheme of Arrangement Clause in Contracts

Scheme of Arrangement. The Company shall (and shall procure that Newco shall): (a) ensure that the Offer Circular contains all of the material terms and material conditions of the Acquisition and corresponds to the Press Release in all material respects; (b) ensure that the Press Release is not issued in any form other than the Agreed Form; (c) comply with the Code, the Financial Services and Markets ▇▇▇ ▇▇▇▇, the Companies ▇▇▇ ▇▇▇▇, all other applicable laws material to the Scheme of Arrangement and all court orders relating to the Scheme of Arrangement; (d) not without the consent of the Agent (acting on the instructions of the Majority Lenders): (i) agree to amend, waive, revise, withdraw or agree to decide not to enforce in whole or in part any material term or material condition of the Scheme of Arrangement where its agreement is required for such amendment, waiver, revision, withdrawal or decision; (ii) agree to change the date of any meeting of shareholders or class of shareholders of the Target to be held to consider the Scheme of Arrangement where its agreement is required for such a change; or (iii) issue (or allow to be issued on its behalf) any press release or other publicity which refers to the Facilities, the Mandated Lead Arrangers, the Original Lenders or the Bookrunners unless such press release or publicity is required by law, the Code or the Panel (in which event Newco shall if practicable consult with the Agent as to the terms of such press release or publicity); (e) promptly inform and consult with the Mandated Lead Arrangers as to any assurance or undertaking proposed to be given in relation to obtaining any Authorisation necessary in connection with the Scheme of Arrangement and shall ensure that no such assurance or undertaking is given if the Mandated Lead Arrangers believe that the same might have a Material Adverse Effect; and (f) if a circumstance or event occurs which is or could reasonably be construed to be covered by a condition of Newco’s offer for the Target which, if not waived, would entitle Newco (with the Panel’s consent, if needed) not to proceed with the Acquisition: (i) at the request of the Lenders following consultation with the Company, promptly request (and use all reasonable endeavours to persuade) the Panel to agree to Newco not proceeding with the Acquisition as a result of the non-satisfaction of that condition; and (ii) if the Panel so agrees, not waive that condition or treat it as satisfied and shall declare Newco’s offer for the Target as being lapsed at the earliest opportunity.

Scheme of Arrangement. The [152].1 In this article [152], references to the “Scheme of Arrangement” are to the scheme of arrangement dated [●] between the Company and the holders of Scheme Shares (as defined in the Scheme of Arrangement) under Part 26 of the Act in its original form or with or subject to any modification, addition or condition agreed between the Company and Recursion Pharmaceuticals, Inc. (the “Parent”) and approved or imposed by the High Court of Justice in England and Wales, and (save as defined in this article [152]) terms defined in the Scheme of Arrangement shall have the same meanings in this article [152]. [152].2 Notwithstanding any other provision of these articles or the terms of any resolution, whether ordinary or special, passed by the Company in general meeting, if the Company issues or transfers out of treasury any shares (other than to the Parent, any subsidiary of the Parent or its nominee(s) (each a “Parent Party”)) on or after the date of the adoption of this article [152] and prior to the Scheme Record Time, such shares shall be issued or transferred in the name of the relevant person subject to the terms of the Scheme of Arrangement (and shall procure that Newco shall): be Scheme Shares for the purposes thereof) and the original or any subsequent holder or holders of such shares shall be bound by the Scheme of Arrangement accordingly. [152].3 Notwithstanding any other provision of these articles, if any shares in the Company are issued or transferred out of treasury to any person or such person’s nominee (aother than a Parent Party) ensure (a “New Member”) at or after the Scheme Record Time (each a “Post-Scheme Share”) such shares will, provided that the Offer Circular contains all Scheme of Arrangement has become effective, be issued or transferred on terms that they shall (on the Effective Date) or, if later, on issue or transfer (but subject to the terms of this article [152].3 and article [152].6) be immediately transferred to the Parent (or such persons as the Parent may direct) (the “Purchaser”), who shall be obliged to acquire each Post-Scheme Share in consideration of and conditional upon the Parent procuring delivery to the New Member of 0.7729 shares of Parent Common Stock (“Exchange Shares”) (the “Share Deliverable” and the ratio that an Exchange Share bears to each Scheme Share being the “Exchange Ratio”) for each Post-Scheme Share as would have been payable to a holder of the material terms Scheme Shares under the Scheme of Arrangement, subject to article [152].5. [152].4 The Exchange Shares allotted and material conditions issued or transferred to a New Member (or nominee) pursuant to paragraph [152].3 of this article shall be credited as fully paid and shall rank equally in all respects with all other fully paid Parent Common Stock in issue at that time (other than as regards any dividend or other distribution payable by reference to a record date preceding the Acquisition date of allotment or transfer) and corresponds shall be subject to the Press Release in all material respects; constitution of Parent from time to time. [152].5 No fraction of an Exchange Share shall be allotted, issued or transferred to a New Member (bor nominee) ensure that the Press Release is not issued in any form other than the Agreed Form; (c) comply pursuant to this article. Any fraction of an Exchange Share to which a New Member would otherwise have become entitled shall be aggregated with the Codefractional entitlements of any other New Members whose shares are being transferred under this article on the same date and the maximum whole number of Exchange Shares resulting therefrom shall be allotted and issued to a person appointed by the Company. Such Exchange Shares shall then be sold in the market as soon as practicable after their allotment and issue, and the Financial Services net proceeds of sale (after the deduction of all expenses and Markets ▇▇▇ commissions incurred in connection with such sale, including any value added tax payable on the proceeds of sale) shall be paid in sterling to the persons entitled thereto in due proportions (rounded down to the nearest p▇▇▇▇), except that individual entitlements to amounts of $5.00 or less shall be retained for the benefit of Parent. [152].6 On any reorganisation of, or material alteration to, the Companies ▇▇▇ share capital of the Company or the Parent (including, without limitation, any subdivision and/or consolidation) carried out after the Effective Date, or a stock or scrip dividend is declared with a record date after the Effective Date, or any similar event shall have occurred (or if the number of Company Ordinary Shares represented by each Company ADS shall have been changed pursuant to the Deposit Agreement), or the number or class of Company Ordinary Shares or Parent Common Stock shall have been changed or exchanged for a different number or class of Company Ordinary Shares or Parent Common Stock, then the Exchange Ratio and the Share Deliverable shall be appropriately adjusted by the directors in such manner as the auditors of the Company or an independent investment bank selected by the Company (whichever in their absolute discretion the directors may elect) may determine to be appropriate to reflect such reorganisation or alteration and to provide to Parent, Scheme Shareholders and New Members the same economic effect as contemplated under article [152].3. References in this article [152] to such shares shall, following such adjustment, be construed accordingly. [152].7 Any New Member may, prior to the issue or transfer of any Post-Scheme Shares to them under any Company Share Plans or any other Company option, stock unit award, option equity award or other similar equity award plan, give not less than two Business Day’s written notice to the Company in such manner as the board shall prescribe of their intention to transfer some or all of such Post-Scheme Shares to their spouse or civil partner and may, if such notice has been validly given, on such Post-Scheme Shares being issued or transferred to them immediately transfer to their spouse or civil partner any such Post-Scheme Shares, provided that such Post-Scheme Shares will then be immediately transferred from that spouse or civil partner to the Purchaser pursuant to this article [152] as if the spouse or civil partner were the relevant New Member. If notice has been validly given pursuant to this article but the New Member does not immediately transfer to their spouse or civil partner the Post-Scheme Shares in respect of which notice was given, such shares shall be transferred directly to Parent (or as it may direct) pursuant to this article. [152].8 To give effect to any transfer of Post-Scheme Shares required by this article [152], Parent may appoint any person as attorney and/or agent for the New Member to transfer the Post-Scheme Shares to the Purchaser and execute and deliver as transferor a form or forms of transfer or other instrument or instruction of transfer (whether as a deed or otherwise) on behalf of the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) in favour of the Purchaser and do all such other things and execute and deliver all such documents (whether as a deed or otherwise) as may in the opinion of the attorney and/or agent be necessary or desirable to vest the Post-Scheme Shares in the Purchaser and, pending such vesting, to exercise all such rights and privileges attaching to the Post-Scheme Shares as the Purchaser may direct. If an attorney and/or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney and/or agent fails to act in accordance with the directions of the Purchaser) be entitled to exercise any rights or privileges attaching to the Post-Scheme Shares unless so agreed by the Purchaser. The Company may give good receipt for the delivery of the Share Deliverable for each Post-Scheme Share and may register the Purchaser as holder thereof and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member for any Post-Scheme Shares. The Purchaser shall, subject to Applicable Law, settle the consideration due to the New Member pursuant to article [152].3 above by the delivery of the Share Deliverable for each Post-Scheme Scheme Share as soon as reasonably practicable following the issue of the Post-Scheme Shares to the New Member. Parent shall allot and issue or transfer the Exchange Shares to the New Member and send a cheque in sterling drawn on a UK clearing bank in favour of the New Member in respect of any fractional entitlements no later than 14 days after the date of the issue or transfer of the Post-Scheme Shares to the New Member unless: (a) the Company, in its sole discretion, determines in accordance with article [152].10 in respect of any New Member with a registered address in a jurisdiction outside the United Kingdom or whom the Company reasonably believes to be a citizen, resident or national of a jurisdiction outside the United Kingdom that such Exchange Shares shall be sold in which case the Exchange Shares shall be sold and the net proceeds of sale distributed to the persons so entitled in accordance with article [152].10; or (b) the Company, in its sole discretion, determines in accordance with article [152].10 in respect of any New Member with a registered address in a jurisdiction outside the United Kingdom or whom the Company reasonably believes to be a citizen, resident or national of a jurisdiction outside the United Kingdom that a cash amount equal to the value of the Exchange Shares shall be paid to the New Member, in which case Parent shall send a cheque in sterling drawn on a UK clearing bank in favour of the New Member for the consideration for such Post-Scheme Shares and in respect of any fractional entitlements no later than 14 days after the date of the issue or transfer of the Post-Scheme Shares to the New Member. [152].10 If, in respect of any New Member with a registered address in a jurisdiction outside the United Kingdom or whom the Company reasonably believes to be a citizen, resident or national of a jurisdiction outside the United Kingdom, the Company is advised that the allotment and/or issue or transfer of Exchange Shares pursuant to this article would or may infringe the laws of such jurisdiction or would or may require the Company and/or Parent to comply with any governmental or other consent or any registration, filing or other formality with which the Company and/or Parent is unable to comply or compliance with which the Company and/or Parent regards as unduly onerous, the Company may, in its sole discretion, determine that such Exchange Shares shall be sold or a cash amount equal to the value of the Exchange Shares shall be paid to the New Member. In the event that the Exchange Shares are to be sold, the Company shall appoint a person to act as attorney or agent for the New Member pursuant to this article and such person shall be authorised on behalf of such New Member to procure that any shares in respect of which the Company has made such determination shall, as soon as practicable following the allotment, issue or transfer of such shares, be sold, including being authorised to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the New Member (whether as a deed or otherwise). The net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any value added tax payable on the proceeds of sale), or the cash amount equal to the value of the Exchange Shares, shall be paid to the persons entitled thereto in due proportions as soon as practicable, save that any fractional cash entitlements shall be rounded down to the nearest whole p▇▇▇▇. [152].9 Notwithstanding any other provision of these articles, all both the Company and the directors shall refuse to register the transfer of any shares between the Scheme Record Time and the Effective Date, other applicable laws material than to the Scheme of Arrangement and all court orders relating Purchaser pursuant to the Scheme of Arrangement; . [152].10 If the Scheme of Arrangement shall not have become effective by the date referred to in (dor otherwise set in accordance with) not without the consent of the Agent (acting on the instructions of the Majority Lenders): (i) agree to amend, waive, revise, withdraw or agree to decide not to enforce in whole or in part any material term or material condition clause [●] of the Scheme of Arrangement where its agreement is required for such amendmentArrangement, waiver, revision, withdrawal or decision; (ii) agree this article [152] shall cease to change the date be of any meeting of shareholders or class of shareholders of the Target to be held to consider the Scheme of Arrangement where its agreement is required for such a change; or (iii) issue (or allow to be issued on its behalf) any press release or other publicity which refers to the Facilities, the Mandated Lead Arrangers, the Original Lenders or the Bookrunners unless such press release or publicity is required by law, the Code or the Panel (in which event Newco shall if practicable consult with the Agent as to the terms of such press release or publicity); (e) promptly inform and consult with the Mandated Lead Arrangers as to any assurance or undertaking proposed to be given in relation to obtaining any Authorisation necessary in connection with the Scheme of Arrangement and shall ensure that no such assurance or undertaking is given if the Mandated Lead Arrangers believe that the same might have a Material Adverse Effect; and (f) if a circumstance or event occurs which is or could reasonably be construed to be covered by a condition of Newco’s offer for the Target which, if not waived, would entitle Newco (with the Panel’s consent, if needed) not to proceed with the Acquisition: (i) at the request of the Lenders following consultation with the Company, promptly request (and use all reasonable endeavours to persuade) the Panel to agree to Newco not proceeding with the Acquisition as a result of the non-satisfaction of that condition; and (ii) if the Panel so agrees, not waive that condition or treat it as satisfied and shall declare Newco’s offer for the Target as being lapsed at the earliest opportunityeffect.”

Scheme of Arrangement. The Company shall 2.1 Each of Lason and M-R agrees to use all reasonable endeavours to achieve satisfaction of each of the Conditions in a manner which is consistent with the timetable set out in Schedule 2. Furthermore each of Lason and M-R agrees to use all reasonable endeavours to ensure that the Scheme of Arrangement involves a reduction of share capital of M-R. 2.2 Without prejudice to the generality of Clause 2.1 hereof, M-R agrees to use all reasonable endeavours to take the steps set out in (a), (b) (c), (d) and shall (e) below in order to implement the Scheme Arrangement in accordance with the timetable set out in Schedule 2 hereto: (a) petition the High Court for an order that a meeting of the shareholders of M-R (or, if necessary, meetings of different classes of shareholders of M-R) be convened under Section 425 of the Companies Act for the purpose of approving the Scheme of Arrangement (the "Court Meeting"); (b) prepare the Circular in accordance with Section 426 of the Companies Act and the Code; (c) instruct its registrars to dispatch to M-R shareholders notices (in form and substance reasonably satisfactory to Lason) convening the Court Meeting (subject to obtaining the requisite court order referred to in Clause 2.2(a) above) and the Extraordinary General meeting; (d) upon the Scheme of Arrangement and any reduction in the share capital being approved by the requisite vote of M-R shareholders at the Meetings, seek the sanction or approval of the High Court to the Scheme of Arrangement under Section 425 of the Companies Act and the confirmation of the High Court of any reduction of the share capital of M-R under Section 137 of the Companies Act; (e) appear by Counsel on the hearing of the petition referred to in Section 2.2(a) above and undertake to the High Court to be bound thereby and to execute or do, or procure to be executed or done, all such documents, acts or things as may be necessary or desirable to be executed or done by it or on its behalf for the purpose of giving effect to the Scheme of Arrangement; and (f) amend the Articles of Association of M-R to ensure that Newco shall):shares in M- R issued after the record date for the Scheme of Arrangement are automatically converted into Lason shares. 2.3 Without prejudice to the generality of Clause 2.1 hereof, Lason agrees to use all reasonable endeavours to take the steps set out in (a), (b) and (c) below in order to implement the Scheme of Arrangement in accordance with the timetable set out in Schedule 2 hereto; (a) ensure that the Offer Circular contains Consideration Common Stock is: (i) duly authorised by all necessary corporate action of Lason; (ii) validly issued by Lason; (iii) fully paid and nonassessable; (iv) not "restricted securities" within the meaning of Rule 144 under the US Securities Act of 1933 and is freely transferable except for shares issued to person that are "affiliates" of M-R or Lason (within the meaning of Rule 145 under the US Securities Act of 1933, and/or in the Securities and Exchange Commission Accounting Series Releases 130 and 135); (v) with respect to shares issued to persons that are "affiliates" of M-R or Lason (within the meaning described in clause (iv) above), freely transferable except to the extent of the material terms restrictions provided in the letter agreements entered into by such affiliates with Lason and material conditions of dated the Acquisition and corresponds to date hereof; and (vi) approved for listing on the Press Release in all material respectsNASDAQ National Market; (b) ensure that if Lason shareholder consent is required to the Press Release is not issued in any form other than Acquisition and the Agreed Form;issue of Consideration Common Stock, convene a meeting of Lason shareholders on 27 May, or shortly thereafter, to seek such approval; and (c) comply with appear by Counsel on the Codehearing of the petition referred to in Section 2.2(a) above and undertake to the High Court to be bound thereby and to execute or do, the Financial Services and Markets ▇▇▇ ▇▇▇▇, the Companies ▇▇▇ ▇▇▇▇or procure to be executed or done, all other applicable laws material such documents, acts or things as may be necessary or desirable to be executed or done by it or on its behalf for the Scheme purpose of Arrangement and all court orders relating giving effect to the Scheme of Arrangement; (d) not without the consent of the Agent (acting on the instructions of the Majority Lenders): (i) agree to amend, waive, revise, withdraw or agree to decide not to enforce in whole or in part any material term or material condition of the Scheme of Arrangement where its agreement is required for such amendment, waiver, revision, withdrawal or decision; (ii) agree to change the date of any meeting of shareholders or class of shareholders of the Target to be held to consider the Scheme of Arrangement where its agreement is required for such a change; or (iii) issue (or allow to be issued on its behalf) any press release or other publicity which refers to the Facilities, the Mandated Lead Arrangers, the Original Lenders or the Bookrunners unless such press release or publicity is required by law, the Code or the Panel (in which event Newco shall if practicable consult with the Agent as to the terms of such press release or publicity); (e) promptly inform and consult with the Mandated Lead Arrangers as to any assurance or undertaking proposed to be given in relation to obtaining any Authorisation necessary in connection with the Scheme of Arrangement and shall ensure that no such assurance or undertaking is given if the Mandated Lead Arrangers believe that the same might have a Material Adverse Effect; and (f) if a circumstance or event occurs which is or could reasonably be construed to be covered by a condition of Newco’s offer for the Target which, if not waived, would entitle Newco (with the Panel’s consent, if needed) not to proceed with the Acquisition: (i) at the request of the Lenders following consultation with the Company, promptly request (and use all reasonable endeavours to persuade) the Panel to agree to Newco not proceeding with the Acquisition as a result of the non-satisfaction of that condition; and (ii) if the Panel so agrees, not waive that condition or treat it as satisfied and shall declare Newco’s offer for the Target as being lapsed at the earliest opportunity.