Terms of the Scheme Clause Samples

The 'Terms of the Scheme' clause defines the specific rules, conditions, and parameters that govern how a particular scheme or program operates. It typically outlines eligibility criteria, the scope of benefits or obligations, and the procedures participants must follow to engage with the scheme. For example, it may specify who can participate, the duration of the scheme, and any limitations or exclusions. This clause ensures all parties have a clear understanding of the scheme's framework, thereby reducing ambiguity and helping to prevent disputes about participation or entitlements.
Terms of the Scheme. The Borrower will ensure that (A) any variation of the terms and conditions of the Scheme Circular from the terms and conditions of the Scheme Press Announcement and (B) any amendment or waiver of any terms and conditions in the Scheme or any Scheme Document shall not, in each case of clauses (A) and (B), be materially adverse to the interests of the Lenders in their capacities as such, taken as a whole, unless the Administrative Agent (but not any Lender) has approved such variation, amendment or waiver in writing (which approval may be in the form of an email confirmation from the Administrative Agent (or its counsel on its behalf) and shall not be unreasonably withheld, delayed or conditioned) or such variations, amendments or waivers are required by the Takeover Panel, the Takeover Rules, the SEC or the High Court or under any applicable law or regulation; provided that the Borrower shall not increase the Cash Consideration for the Allergan Shares pursuant to the Scheme from the Cash Consideration set forth in the Transaction Agreement as in effect on the Effective Date; except that (x) an increase of Cash Consideration by less than 10% shall be permitted (and any increase in the Cash Consideration for the Allergan Shares by 10% or more shall require the consent of the Administrative Agent (but not any Lender)) and (y) any increase in Cash Consideration is permitted to the extent such increase is funded entirely (directly or indirectly) by the subscription for Equity Interests in the Borrower, or by the incurrence of any Debt that would not constitute a Debt Issuance, or cash on hand at the Borrower or any member of the Consolidated Group and any increase in any non-cash consideration shall not be deemed to be adverse to the interests of the Lenders.
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Terms of the Scheme. Transfer of Share Capital. At the Scheme Effective Time, by virtue of the Scheme of Arrangement: (i) Each Ordinary Share (and the associated Rights) issued and outstanding immediately prior to the Scheme Effective Time (other than Ordinary Shares (and the associated Right) which are held by any wholly-owned Subsidiary of the Company or in the treasury of the Company, or which are held, directly or indirectly, by Parent or any Subsidiary of Parent (including Sub) (the "Scheme Ordinary Shares") shall be, by virtue of the Scheme of Arrangement and without any action required by the holder thereof (the "Holder"), transferred to Sub in consideration for U.S.$45.00 in cash per Scheme Ordinary Share transferred ("Ordinary Cash Consideration"). (ii) Each Preferred Share issued and outstanding immediately prior to the Effective Time (other than Preferred Shares which are held by any wholly-owned Subsidiary of the Company or in the treasury of the Company, or which are held, directly or indirectly, by Parent or any Subsidiary of Parent (including Sub)) (the "Scheme Preferred Shares" and together with the Scheme Ordinary Shares, the "Scheme Shares") shall be, by virtue of the Scheme of Arrangement and without any action required by the Holder thereof, transferred to Sub in consideration for U.S.$180.00 in cash per Scheme Preferred Share, plus any accumulated and unpaid dividends thereon through the Scheme Effective Date (the "Preferred Cash Consideration" and together with the Ordinary Cash Consideration, the "Cash Consideration").
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Terms of the Scheme. Transfer of Share Capital. (a) At the Scheme Effective Time, by virtue of the Scheme of Arrangement: (i) Each Ordinary Share (and the associated Rights) issued and outstanding immediately prior to the Scheme Effective Time (other than Ordinary Shares (and the associated Right) which are held by any wholly-owned Subsidiary of the Company or in the treasury of the Company, or which are held, directly or indirectly, by Parent or any Subsidiary of Parent (including Sub) (the "Scheme Ordinary Shares") shall be, by virtue of the Scheme of Arrangement and without any action required by the holder thereof (the "Holder"), transferred to Sub in consideration for U.S.$45.00 in cash per Scheme Ordinary Share transferred ("Ordinary Cash Consideration"). (ii) Each Preferred Share issued and outstanding immediately prior to the Effective Time (other than Preferred Shares which are held by any wholly-owned Subsidiary of the Company or in the treasury of the Company, or which are held, directly or indirectly, by Parent or any Subsidiary of Parent (including Sub)) (the "Scheme Preferred Shares" and together with the Scheme Ordinary Shares, the "Scheme Shares") shall be, by virtue of the Scheme of Arrangement and without any action required by the Holder thereof, transferred to Sub in consideration for U.S.$180.00 in cash per Scheme Preferred Share, plus any accumulated and unpaid dividends thereon through the Scheme Effective Date (the "Preferred Cash Consideration" and together with the Ordinary Cash Consideration, the "Cash Consideration"). (b) At the Scheme Effective Time, regardless of whether a certificate for Scheme Shares shall be surrendered for exchange, all certificates for Scheme Shares shall be deemed cancelled and the holders thereof shall cease to have any rights by virtue thereof, other than to receive the Cash Consideration set forth herein. All Cash Consideration paid upon the deemed cancellation of certificates for Scheme Shares shall be deemed to have been paid in full satisfaction of all rights pertaining to such Scheme Shares.
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Terms of the Scheme. The Borrower will ensure that (A) any variation of the terms and conditions of the Scheme Circular from the terms and conditions of the Agreed Form of Scheme Press Announcement delivered to the Administrative Agent on the Effective Date and
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Terms of the Scheme 
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Related to Terms of the Scheme

  • Terms of the Securities The Securities have the “Terms” as set out in these Issue Terms, which will complete and modify (i) the Bearer Securities Base Conditions Module, July 2016 Edition and (ii) the General Definitions Module, July 2016 Edition (the “General Definitions Module”), both of which are incorporated by reference into these Issue Terms (together, the “Conditions”) and are set out in full in the Information Memorandum.

  • of the Standard Terms The Company hereby represents and warrants to the Trustee for the benefit of Certificateholders that as of the Closing Date (or, if otherwise specified below, as of the date so specified):

  • Terms of the Agreement Each Party shall treat the terms of this Agreement as the Confidential Information of other Party, subject to the exceptions set forth in Section 7.2. Notwithstanding the foregoing, each Party acknowledges that the other Party may be obligated to file a copy of this Agreement with the SEC, either as of the Effective Date or at some point during the Term. Each Party shall be entitled to make such a required filing, provided that it requests confidential treatment of certain commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available to it. In the event of any such filing, the filing Party shall provide the other Party with a copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and shall reasonably consider and incorporate the other Party’s comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. The other Party shall promptly provide any such comments.

  • of the Standard Terms and Conditions of Trust The Portfolio Supervisor may employ one or more sub- Portfolio Supervisors to assist in performing the services set forth in this Section 4.05 and shall not be answerable for the default of any such sub-Portfolio Supervisors if such sub-Portfolio Supervisors shall have been selected with reasonable care, provided, however, that the Portfolio Supervisor will indemnify and hold the Trust harmless from and against any loss occurring as a result of a sub- Portfolio Supervisor's willful misfeasance, reckless disregard, bad faith, or gross negligence in performing supervisory duties. The fees and expenses charged by such sub-Portfolio Supervisors shall be paid by the Portfolio Supervisor out of proceeds received by the Portfolio Supervisor in accordance with Section 4.03 hereof."

  • Terms of the Loan The Loan will bear interest for the period and at the rate or rates set forth in the Note, and be payable in accordance with the terms of the Note. The outstanding principal balance, all accrued and unpaid interest and all other sums due and payable under the Note or other Loan Documents, if not sooner paid, shall be paid in full at Loan Maturity.