Implementation of Scheme Clause Samples
The 'Implementation of Scheme' clause defines the responsibilities and procedures for putting a specific plan, program, or arrangement into effect as agreed by the parties. Typically, this clause outlines the steps, timelines, and roles each party must follow to ensure the scheme is executed properly, such as submitting required documents, obtaining approvals, or performing certain actions by set deadlines. Its core practical function is to provide a clear roadmap for carrying out the scheme, minimizing misunderstandings and ensuring all parties are aligned on their obligations.
Implementation of Scheme. 5.1 Lodgement of Court orders with ASIC
Implementation of Scheme. 4.1 Scheme
(a) Target must propose a Scheme to Target Shareholders, pursuant to which all of the Scheme Shares will be transferred to Bidder and the Scheme Shareholders will be entitled to receive the Scheme Consideration subject to and on the terms and conditions set out in this agreement and the Scheme.
(b) Target must not consent to any modification of, or amendment to, or the making or imposition by the Court of any condition in respect of, the Scheme without the prior written consent of Bidder (such consent not to be unreasonably withheld or delayed).
Implementation of Scheme. Where the Acquisition is being implemented by way of the Scheme:
4.2.1 the Bidder undertakes that:
4.2.1.1 by no later than 6.00 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to the Target confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or
4.2.1.2 as soon as reasonably possible and in any event by no later than 6:00
Implementation of Scheme if the Court grants the Final Orders and once the OIO Condition and the FIRB Condition have been satisfied, do all things contemplated of it under the Scheme and all other things necessary for Abano to do lawfully give effect to the Scheme;
Implementation of Scheme. 4.1 Mayne Pharma’s obligations Mayne Pharma must take all steps reasonably necessary to implement the Scheme as soon as is reasonably practicable after the date of this document and so as to complete the transaction substantially in accordance with the Timetable, and in particular Mayne Pharma must:
(a) prepare the Explanatory Memorandum in accordance with the requirements of the Corporations Act and the Policy Statements, provide a draft to Bidder and provide Bidder with a reasonable opportunity to provide suggested amendments to that draft prior to the provision of a draft to ASIC under clause 4.1(c)(i) and if such suggested amendments relate to the Bidder Information, Mayne Pharma must consider in good faith such suggested amendments unless such suggested amendments would render the Explanatory Memorandum misleading or deceptive;
(b) promptly appoint the Independent Expert and provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert’s report for inclusion in the Explanatory Memorandum;
(c) as soon as reasonably practicable but no later than 14 days before the First Court Date provide an advanced draft of the Explanatory Memorandum:
(i) to ASIC for its review and approval for the purposes of section 411(2) of the Corporations Act; and
(ii) to Bidder;
(d) apply to ASIC for the production of statements in writing pursuant to section 411(17)(b) of the Corporations Act stating that ASIC has no objection to the Scheme;
(e) provided the confirmation referred to in clause 4.2(c) has been received, lodge all documents with the Court and take all other reasonable steps to ensure that, an application is heard by the Court for an order under section 411(1) of the Corporations Act directing Mayne Pharma to convene the Scheme Meeting;
(f) request ASIC to register the explanatory statement included in the Explanatory Memorandum in relation to the Scheme in accordance with section 412(6) of the Corporations Act;
(g) take all reasonable steps necessary to comply with the orders of the Court including, as required, dispatching the Explanatory Memorandum to the Mayne Pharma Shareholders and convening and holding the Scheme Meeting;
(h) if the resolution submitted to the Scheme Meeting in relation to the Scheme is passed by the majorities required under section 411(4)(a)(ii) of the Corporations Act apply to the Court for orders approving the Scheme;
(i) if the Scheme is approved by th...
Implementation of Scheme