Common use of Scheme Consideration Clause in Contracts

Scheme Consideration. (a) Each Scheme Shareholder is entitled to receive the Scheme Consideration in respect of each Scheme Share held by that Scheme Shareholder in accordance with the terms of this deed and the Scheme. (b) Subject to clause 4.3(c) and the terms of the Scheme, VHA undertakes and warrants to TPG (in its own right and on behalf of the Scheme Shareholders) that, in consideration of the transfer to VHA of each TPG Share held by a Scheme Shareholder under the terms of the Scheme, on the Implementation Date VHA will: (1) accept that transfer; and (2) provide to each Scheme Shareholder the Scheme Consideration for each Scheme Share in accordance with the terms of this deed and the Scheme. (c) VHA will not issue any New VHA Shares to Ineligible Foreign Shareholders, and instead will issue the New VHA Shares that would otherwise have been issued to the Ineligible Foreign Shareholders to a nominee appointed by VHA. VHA must appoint the nominee on terms reasonably acceptable to TPG at least 10 Business Days prior to the Scheme Meeting. VHA will procure that the nominee sell those New VHA Shares on-market in accordance with the process set out in the Scheme and remit the proceeds from that sale (after deducting any selling costs and Taxes) to VHA. VHA will then remit the proceeds it receives to Ineligible Foreign Shareholders in accordance with their entitlement. (d) Where the calculation of the number of New VHA Shares to be issued to a particular Scheme Shareholder would result in the Scheme Shareholder becoming entitled to a fraction of a New VHA Share, the fractional entitlement will be rounded down to the nearest whole number of New VHA Shares.

Scheme Consideration. (a) Each The parties acknowledge that each Scheme Shareholder is will be entitled to receive the Scheme Consideration in respect of each Scheme Share held by that Scheme Shareholder in accordance with the terms of this deed and the Scheme. (b) Subject to clause 4.3(c4.2(c), 4.2(d) and 4.3 and the terms of the Scheme, VHA Bidder undertakes and warrants to TPG Target (in its own right and separately as trustee on behalf of the Scheme Shareholders) that, in consideration of the transfer to VHA of each TPG Target Share held by a Scheme Shareholder under the terms of the Scheme, on the Implementation Date VHA will: Date, Bidder or Bidder Sub (1if applicable) will accept that transfer; and (2) transfer and Bidder will provide to each Scheme Shareholder the Scheme Consideration for each Scheme Share in accordance with the terms of this deed and the Scheme. (c) VHA will not issue any New VHA Shares to Ineligible Foreign Shareholders, and instead will issue the New VHA Shares that would otherwise have been issued to the Ineligible Foreign Shareholders to a nominee appointed by VHA. VHA must appoint the nominee on terms reasonably acceptable to TPG at least 10 Business Days prior to the Scheme Meeting. VHA will procure that the nominee sell those New VHA Shares on-market in accordance with the process set out in the Scheme and remit the proceeds from that sale (after deducting any selling costs and Taxes) to VHA. VHA will then remit the proceeds it receives to Ineligible Foreign Shareholders in accordance with their entitlement. (d) Where the calculation of the number of New VHA Bidder Shares or New Bidder CDIs to be issued to a particular Scheme Shareholder would result in the Scheme Shareholder becoming entitled to a fraction of a New VHA ShareBidder Share or a New Bidder CDI, the fractional entitlement will be rounded down to the nearest whole number of New VHA Bidder Shares or New Bidder CDIs (as applicable). (d) If Target considers that two or more Scheme Shareholders, each of which holds a holding of Target Shares which results in a fractional entitlement to New Bidder Shares or New Bidder CDIs have, before the Scheme Record Date, been party to a shareholding splitting or division in an attempt to obtain an advantage by reference to the rounding provided for in the calculation of each Scheme Shareholder's entitlement to the Scheme Consideration, Target must provide the relevant details of the relevant Scheme Shareholders to Bidder, and Bidder and Target may give notice to those Scheme Shareholders: (1) setting out the names and registered addresses of all of them; (2) stating that opinion; and (3) attributing to one of them specifically identified in the notice the Target Shares held by all of them, and, after the notice has been so given, the Scheme Shareholder specifically identified in the notice shall, for the purposes of this Scheme, be taken to hold all those Target Shares and each of the other Scheme Shareholders whose names are set out in the notice shall, for the purposes of this Scheme, be taken to hold no Target Shares.

Scheme Consideration. (a) Each Scheme Shareholder is will be entitled to receive the Scheme Consideration in respect of each of their Scheme Shares, on and subject to the terms of the Scheme. (b) Subject to clause 2.2(c) and the Scheme becoming Effective, ▇▇▇▇▇▇▇ undertakes and warrants to Vault (in Vault’s own right and separately as trustee for each of the Scheme Shareholders) that, in consideration of the transfer to ▇▇▇▇▇▇▇ of all Scheme Shares pursuant to the terms of the Scheme, on the Implementation Date ▇▇▇▇▇▇▇ will: (i) accept that transfer; and (ii) provide to each Scheme Shareholder the Scheme Consideration for each Scheme Share held by that Scheme Shareholder in accordance with the terms of this deed and the Scheme. (b) Subject to clause 4.3(c) and the terms of the Scheme, VHA undertakes and warrants to TPG (in its own right and on behalf of the Scheme Shareholders) that, in consideration of the transfer to VHA of each TPG Share held by a Scheme Shareholder under the terms of the Scheme, on the Implementation Date VHA will: (1) accept that transfer; and (2) provide to each Scheme Shareholder the Scheme Consideration for each Scheme Share in accordance with the terms of this deed and the Scheme. (c) VHA ▇▇▇▇▇▇▇ will not issue any New VHA ▇▇▇▇▇▇▇ Shares to Ineligible Foreign Shareholders, and instead will issue the New VHA ▇▇▇▇▇▇▇ Shares that would otherwise have been issued to the Ineligible Foreign Shareholders to a nominee appointed by VHA▇▇▇▇▇▇▇. VHA ▇▇▇▇▇▇▇ must appoint the nominee on terms reasonably acceptable to TPG at least 10 Business Days prior to the Scheme Meeting. VHA will procure that Meeting and such appointment must require the nominee to sell those New VHA ▇▇▇▇▇▇▇ Shares on-market in accordance with the process set out in the Scheme and to remit the proceeds from that sale (after deducting any selling costs and Taxestaxes) to VHAVault. VHA will Vault must then remit the proceeds it receives to Ineligible Foreign Shareholders in accordance with their entitlement.respective entitlements.‌ (d) Where the calculation of the number of New VHA ▇▇▇▇▇▇▇ Shares to be issued to a particular Scheme Shareholder would result in the Scheme Shareholder becoming entitled to a fraction of a New VHA ▇▇▇▇▇▇▇ Share, the fractional entitlement will be rounded down to the nearest whole number of New VHA ▇▇▇▇▇▇▇ Shares.