Scheme of Arrangement. No compromise or arrangement has been proposed, agreed to or sanctioned under Part 26 (Arrangements and Reconstructions) of the Act in respect of the Company, nor has any application been made to, or filed with, the court for permission to convene a meeting to vote on a proposal for any such compromise or arrangement.
Scheme of Arrangement. So long as no Xxxxxxxx Default has occurred and Xxxxxxxx continues to hold at least 5% of the outstanding share capital of the Company on a Fully-Diluted Basis, each holder of Shares that is a party hereto agrees not propose, vote for, consent to, or otherwise participate in any Section 86 or similar scheme of arrangement, without the written consent of Xxxxxxxx.
Scheme of Arrangement. The term "Scheme of Arrangement" shall have the meaning given to such term in the preambles to this Deposit Agreement.
Scheme of Arrangement. It is intended that the Acquisition will be effected by a court sanctioned scheme of arrangement between Charter and the Scheme Shareholders under Article 125 of the Companies (Jersey) Law 1991. The purpose of the Scheme is to provide for Bidco to become owner of the whole of the issued and to be issued share capital of Charter. Under the Scheme, the Acquisition is to be principally achieved by: Ø the cancellation of the Scheme Shares held by Scheme Shareholders in consideration for which Scheme Shareholders will receive consideration on the basis set out in paragraph 2 of this announcement (including, the issue of New Colfax Shares to Scheme Shareholders); Ø amendments to Charter's articles of association to ensure that any Charter Shares issued (other than to Bidco or any subsidiaries or nominees of Colfax) between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any Charter Shares issued after the Scheme Record Time will automatically be acquired by Bidco; and Ø the issue of New Charter Shares to Bidco provided for in the Scheme that will result in Charter becoming an indirect, wholly-owned subsidiary of Colfax. The Acquisition will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement and to be set out in the Scheme Document. To become effective, the Scheme requires the approval of the Charter Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number representing not less than three-fourths of the voting rights of the holders of the Charter Shares (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting. To become effective, the Scheme also requires the passing of a special resolution at the Charter General Meeting, requiring the approval of Charter Shareholders representing at least two thirds of the votes cast at the Charter General Meeting (either in person or by proxy). The Charter General Meeting will be held immediately after the Court Meeting. Following the Meetings, the Scheme must be sanctioned by the Court and the associated Capital Reduction must be confirmed by the Court. The Scheme will become effective in accordance with its terms on delivery of the Scheme Court Order, the Reduction Court Order and the minute of the Capital Reduction attached thereto to the Registrar of Companies, and, in re...
Scheme of Arrangement. 6.1 Each Bidder agrees to:
Scheme of Arrangement. The Company shall (and shall procure that Newco shall):
Scheme of Arrangement. The parties agree that the terms of the Schemes are those set out in a form substantially similar to the Scheme Documents, subject to any amendments agreed to by the parties.
Scheme of Arrangement. 1.3 SEC.................................................................................................5.1(e) Securities Act......................................................................................4.1(a) Security Document...................................................................................5.1(b) Shares..............................................................................................4.1(a) Stock Plan..........................................................................................5.1(b) Subsidiary..........................................................................................5.1(a) Takeover Statute....................................................................................5.1(j) Tax.................................................................................................5.1(l) Tax Return..........................................................................................5.1(l) Termination Date.......................................................................................8.2
Scheme of Arrangement. Under the terms of the Pre-Restructuring Debt Facilities, implementation of the 2015 Restructuring would have required the unanimous consent of all lenders. As TORM A/S was unable to obtain the required consent, TORM A/S initiated an English law Scheme of Arrangement to enable part of the Restructuring to be implemented as described above. On 21 April 2015, in accordance with the terms of the Restructuring Agreement, TORM A/S issued a Governing Law and Jurisdiction Amendment Letter requesting the lenders under TORM A/S' Pre-Restructuring Debt Facilities to consent to an amendment of the governing law and jurisdiction provisions of two of the Pre-Restructuring Debt Facilities from Danish law and the jurisdiction of the Danish courts to English law and the jurisdiction of the English courts in order to enable the 2015 Restructuring to be implemented by means of a Scheme of Arrangement. The amendments became effective on 22 April 2015. The principal objectives of the Scheme of Arrangement were to enable the implementation of the 2015 Restructuring by, amongst other things: · granting authority to TORM A/S to execute the documents required to implement the 2015 Restructuring on behalf of the lenders under the Pre-Restructuring Debt Facilities; · setting out the terms on which these lenders were to receive Consideration Warrants as consideration for a write-down of debt; · setting out the terms on which the lenders could elect to receive TORM A/S A shares or elect to reinstate a portion of the debt; and · releasing certain parties from claims that could have arisen in respect of their role in implementing the 2015 Restructuring, other than claims arising by way of fraud, gross negligence or under professional duties of care. Under the Scheme of Arrangement, all Participating Lenders undertook not to take any steps to require any payment or any security from TORM A/S pursuant to section 192 of the Danish Companies Act in connection with any required capital decrease. The Scheme of Arrangement is governed by English law and was sanctioned by the High Court of Justice, Chancery Division, England, on 30 June 2015 and delivered to the Registrar of Companies on 1 July 2015, following which the 2015 Restructuring was completed on 13 July 2015.
Scheme of Arrangement. Evidence satisfactory to the Agent that the Scheme of Arrangement has completed on or prior to the Effective Date.
