Common use of Scheme Consideration Clause in Contracts

Scheme Consideration. (a) Vocus covenants in favour of M2, in consideration for the transfer to Vocus of the Scheme Shares held by each Scheme Shareholder under the terms of the Scheme, to provide or procure provision of the Scheme Consideration to each Scheme Shareholder on the Implementation Date and otherwise in accordance with the Scheme. (b) Subject to clauses 4.4 and 4.5 and to the Scheme becoming Effective, at 10.00am on the Implementation Date, the transactions which form part of the Scheme will be implemented as follows: (i) all existing Scheme Shares at the Record Date will be transferred to Vocus or a wholly-owned Subsidiary of Vocus; and (ii) in exchange, each Scheme Shareholder will receive the Scheme Consideration for each Scheme Share held by that Scheme Shareholder at the Record Date, which is to be issued in the manner set out in clause 4.3. (c) In order to facilitate the provision of the Scheme Consideration, M2 must provide, or procure the provision of, to Vocus a complete copy of the M2 Register as at the Record Date (which must include the name, registered address and registered holding of each Scheme Shareholder as at the Record Date), within one Business Day after the Record Date. The details and information to be provided under this clause must be provided in such form as Vocus or Vocus' share registry may reasonably require, as notified to M2 by Vocus prior to the Record Date.