Scheme of Arrangement. No compromise or arrangement has been proposed, agreed to or sanctioned under Part 26 (Arrangements and Reconstructions) of the Act in respect of the Company, nor has any application been made to, or filed with, the court for permission to convene a meeting to vote on a proposal for any such compromise or arrangement.
Scheme of Arrangement. So long as no Xxxxxxxx Default has occurred and Xxxxxxxx continues to hold at least 5% of the outstanding share capital of the Company on a Fully-Diluted Basis, each holder of Shares that is a party hereto agrees not propose, vote for, consent to, or otherwise participate in any Section 86 or similar scheme of arrangement, without the written consent of Xxxxxxxx.
Scheme of Arrangement. It is intended that the Acquisition will be effected by a court sanctioned scheme of arrangement between Charter and the Scheme Shareholders under Article 125 of the Companies (Jersey) Law 1991. The purpose of the Scheme is to provide for Bidco to become owner of the whole of the issued and to be issued share capital of Charter. Under the Scheme, the Acquisition is to be principally achieved by: Ø the cancellation of the Scheme Shares held by Scheme Shareholders in consideration for which Scheme Shareholders will receive consideration on the basis set out in paragraph 2 of this announcement (including, the issue of New Colfax Shares to Scheme Shareholders); Ø amendments to Charter's articles of association to ensure that any Charter Shares issued (other than to Bidco or any subsidiaries or nominees of Colfax) between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any Charter Shares issued after the Scheme Record Time will automatically be acquired by Bidco; and Ø the issue of New Charter Shares to Bidco provided for in the Scheme that will result in Charter becoming an indirect, wholly-owned subsidiary of Colfax. The Acquisition will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement and to be set out in the Scheme Document. To become effective, the Scheme requires the approval of the Charter Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number representing not less than three-fourths of the voting rights of the holders of the Charter Shares (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting. To become effective, the Scheme also requires the passing of a special resolution at the Charter General Meeting, requiring the approval of Charter Shareholders representing at least two thirds of the votes cast at the Charter General Meeting (either in person or by proxy). The Charter General Meeting will be held immediately after the Court Meeting. Following the Meetings, the Scheme must be sanctioned by the Court and the associated Capital Reduction must be confirmed by the Court. The Scheme will become effective in accordance with its terms on delivery of the Scheme Court Order, the Reduction Court Order and the minute of the Capital Reduction attached thereto to the Registrar of Companies, and, in re...
Scheme of Arrangement. 6.1 Each Bidder agrees to:
Scheme of Arrangement. Prime refers to the proposed scheme of arrangement (Scheme) pursuant to which all of the issued capital in Prime is proposed to be acquired by Seven which was announced to the ASX on 18 October 2019. The parties continue to work toward implementation of the Scheme. The Prime directors unanimously recommend that Prime shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to an independent expert concluding that the Scheme is in the best interest of Prime shareholders. Media Inquiries Xxxxx Xxxxxxxx, Newgate Communications 0400 353 762 Investor Inquiries Xxxx Xxxxxx, Chief Financial Officer (00) 0000 0000 PRIME MEDIA GROUP LIMITED ABN 97 000 764 867 Suite 132, Xxxxx Bay Wharf, 00-00 Xxxxxxx Xxxx, Xxxxxxx XXX 2009 xxx.xxxxxxxxxx.xxx.xx
Scheme of Arrangement. 2.1 Each of Lason and M-R agrees to use all reasonable endeavours to achieve satisfaction of each of the Conditions in a manner which is consistent with the timetable set out in Schedule 2. Furthermore each of Lason and M-R agrees to use all reasonable endeavours to ensure that the Scheme of Arrangement involves a reduction of share capital of M-R.