Common use of Scheme of Arrangement Clause in Contracts

Scheme of Arrangement. If the court directs that a meeting of the holders of Shares should be convened under section 425 of the Companies Act 1985 to consider a scheme of arrangement, then: 7.4.1 a Participant’s Option will be exercisable, conditionally on the scheme of arrangement being sanctioned by the court, from the date of the court’s direction until midday on the day immediately before the date for which the shareholders’ meeting is convened and then, subject to the operation of Rule 10, shall lapse, if not exercised, on the date the scheme of arrangement is sanctioned by the court; and 7.4.2 the Board shall endeavor to procure that where the Participant has conditionally exercised his Option pursuant to Rule 7.4.1 above, the scheme of arrangement shall be extended to the Shares in respect of which the Option was conditionally exercised as if such Shares had been allotted and issued or transferred, as appropriate, to him by the time the scheme of arrangement is sanctioned by the court PROVIDED THAT, without prejudice to the operation of Rule 10, Options shall not, without the consent of the Board, be exercisable under this Rule if the purpose and effect of the scheme of arrangement is to create a new holding company for the Company, where such holding company would, following the scheme of arrangement, have substantially the same shareholders and proportionate shareholdings as those of the Company immediately prior to the scheme of arrangement.

Scheme of Arrangement. If the court directs that a meeting of the holders of Shares should be convened under section 425 of the Companies Act 1985 to consider a scheme of arrangement, then: 7.4.1 a Participant’s Option will be exercisable, conditionally on the scheme of arrangement being sanctioned by the court, from the date of the court’s direction until midday on the day immediately before the date for which the shareholders’ meeting is convened and then, subject to the operation of Rule 10, shall lapse, if not exercised, on the date the scheme of arrangement is sanctioned by the court; and 7.4.2 the Board shall endeavor to procure that where the Participant has conditionally exercised his Option pursuant to Rule 7.4.1 above, the scheme of arrangement shall be extended to the Shares in respect of which the Option was conditionally exercised as if such Shares had been allotted and issued or transferred, as appropriate, to him by the time the scheme of arrangement is sanctioned by the court PROVIDED THAT, without prejudice to the operation of Rule 10, Options shall not, without the consent of the Board, be exercisable under this Rule 7.4 if the purpose and effect of the scheme of arrangement is to create a new holding company for the Company, where such holding company would, following the scheme of arrangement, have substantially the same shareholders and proportionate shareholdings as those of the Company immediately prior to the scheme of arrangement.