Fractional elements Clause Samples

Fractional elements. (a) If the number of SMX Shares held by a Scheme Participant at the Record Date is such that the aggregate entitlement of the Scheme Participant to Scheme Consideration comprising Parent Shares includes a fractional entitlement to a Parent Share, the entitlement will be rounded as follows: (i) if the fractional entitlement is less than 0.5, it will be rounded down to zero Parent Shares; and (ii) if the fractional entitlement is equal to or more than 0.5, it will be rounded up to one Parent Share. (b) If Lionheart and SMX are of the opinion (acting reasonably) that two or more Scheme Participants (each of whom holds a number of SMX Shares which results in rounding in accordance with clause 4.4(a)) have, before the Record Date for the Scheme, been party to Share Splitting in an attempt to obtain unfair advantage by reference to such rounding, if requested by ▇▇▇▇▇▇▇▇▇, SMX must give notice to those Scheme Participants: (i) setting out their names and registered addresses as shown in the Register; (ii) stating that opinion; and (iii) attributing to one of them specifically identified in the notice the SMX Shares held by all of them, and, after such notice has been given, the Scheme Participant specifically identified in the notice as the deemed holder of the specified SMX Shares will, for the purpose of the provisions of the Scheme, be taken to hold all of those SMX Shares and each of the other Scheme Participants whose names and registered addresses are set out in the notice will, for the purposes of the provisions of the Scheme, be taken to hold no SMX Shares. Parent, in complying with the provisions of the Scheme relating to it in respect of the Scheme Participant specifically identified in the notice as the deemed holder of all the specified SMX Shares, will be taken to have satisfied and discharged its obligations to the other Scheme Participants named in the notice under the terms of the Scheme.