Scheme Documents Sample Clauses
Scheme Documents. (i) Dispatch the Scheme Circular as soon as practicable after satisfaction or waiver in accordance with Section 8.17(c) of the pre-conditions set forth in the Scheme Press Release, and in any event within 28 days after satisfaction or waiver in accordance with Section 8.17(c) of the pre-conditions set forth in the Scheme Press Release or within such longer period as the Panel may permit.
(ii) Ensure that the terms and conditions of the Scheme Circular are consistent in all material respects with the transaction described in the Draft Acquisition Agreement and Scheme Press Release (other than any inconsistency which would not be material and adverse to the interest of the Lenders) and comply with applicable law.
(iii) Ensure that the terms and conditions of the Acquisition Agreement are consistent in all material respects with the terms of the Draft Acquisition Agreement (other than any inconsistency which would not be material and adverse to the interests of the Lenders) except that the cash consideration payable pursuant to the Scheme and the other terms and conditions may be different to that specified in the Draft Acquisition Agreement to the extent agreed in writing with the Senior Administrative Agent.
Scheme Documents. (a) The Scheme Documents contain all the material terms of the Scheme Acquisition and the Scheme Circular reflects the Press Release in all material respects; and (b) to the knowledge and belief of each of the Administrative Borrower and Bidco the information included in the Scheme Documents (i) is factually correct and (ii) does not omit anything material in the context of the relevant Scheme Document.
Scheme Documents if the Acquisition is effected by way of a Scheme:
(i) a copy of the Scheme Order;
(ii) a copy of the Scheme Document; in each case to be provided for information purposes only (and without any Interim Finance Party having an approval right in respect thereof); and
(iii) a certificate of a duly authorised signatory of the Company confirming the occurrence of the Scheme Effective Date.
Scheme Documents. 2.1. It is agreed that the Schemes shall be comprised of the following documents:
2.1.1. this Agreement;
2.1.2. the Report of the Appointed Actuary entitled “Transfer of Sagicor Life Inc.’s EC Business to Sagicor Life (Eastern Caribbean) Inc. - Appointed Actuary’s Opinion with respect to Open and Closed Par Funds”, which is appended hereto as Appendix A;
2.1.3. the Report of the Appointed Actuary on the Transfer, which is appended hereto as
2.1.4. the Report of the Independent Actuary, which is appended hereto as Appendix C;
2.1.5. the Audited Financial Statements of Sagicor Life Inc. for the financial year ended December 31, 2016, which is appended hereto as Appendix D;
2.1.6. the Audited Financial Statements of Sagicor Life (Eastern Caribbean) Inc. for the financial year ended December 31, 2016, which is appended hereto as Appendix E;
2.1.7. the Pro Forma Balance Sheet and Income Statement of Sagicor Life (Eastern Caribbean) Inc. for the financial year ending December 31, 2017 which is appended hereto as Appendix F.
2.2. The Transferor and the Transferee shall seek to obtain the Scheme Confirmations.
Scheme Documents. (i) Dispatch the Scheme Circular (which shall substantially reflect the Scheme Press Release) within 28 days after the issuance of the Scheme Press Release.
(ii) Ensure that the terms and conditions of the Scheme Circular are consistent in all material respects with the transaction described in the NSB Implementation Agreement and the Scheme Press Release and comply with applicable Law.
(iii) Ensure that the NSB Implementation Agreement is in the form of the final draft of the NSB Implementation Agreement delivered to the Administrative Agent pursuant to Section 5.01(g) except for any amendments or other variations thereto that are not material.
(iv) Ensure that the resolutions passed at the general meeting are in the form of the draft of such resolutions delivered to the Administrative Agent pursuant to Section 5.01(g) except for any amendments or other variations thereto that are not material.
Scheme Documents. The Company undertakes that it shall:
(i) jointly, with Parent, prepare the Scheme Circular together with any and all amendments thereto and all such other documents as are required by law in connection with the Scheme in any jurisdiction, and, in particular, endeavouring to procure that such documents are approved by the TRP and the JSE and any other relevant Governmental Authorities;
(ii) jointly, with Parent, make such dispensation, exemption or ruling applications to the TRP, JSE or SEC as may be required or convenient in order to implement or facilitate the Scheme;
(iii) post the Scheme Circular (and any required notices, reports and/or communications), convene the Company Shareholders’ Meeting and attend to such other matters as may be necessary or desirable to propose and implement the Scheme;
(iv) transmit the Scheme Circular, and any notices, reports and/or communications, which are made generally available by the Company to Company Shareholders regarding the Scheme to the Depositary and, by written request to the Depositary, procure the transmittal of the Scheme Circular and any required notices, reports and/or communications to the holders of Company ADSs, in accordance with the procedures described in the Deposit Agreement;
(v) procure, by written request to the Depositary, the mailing of a notice, including a voter instruction card, to holders of Company ADSs so that they may provide voting instructions to the Depositary as to the manner in which to vote the Company Ordinary Shares held by the Depositary as Company ADSs for the benefit of holders of Company ADSs, in the Company Shareholders’ Meeting for the purpose of voting on the approval of the Scheme Resolutions in accordance with the voting procedures described in the Deposit Agreement.
Scheme Documents. The Scheme Documents, taken as a whole, contain (or once published, will contain) all the material terms of the Scheme Acquisition, in each case as at the date they are published.