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. The term "Scheme of Arrangement" shall have the meaning given to such term in the preambles to this Deposit Agreement.
Scheme of Arrangement. It is intended that the Combination will be effected by means of a Court-sanctioned scheme of arrangement between Charter Court and the Scheme Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for OSB to become the holder of the entire issued and to be issued share capital of Charter Court. This is to be achieved by the transfer of the Scheme Shares to OSB, in consideration for which the Scheme Shareholders will receive the Consideration. To become effective, the Scheme must be approved at the Court Meeting by a majority in number representing at least 75 per cent. of the voting rights of the holders of Scheme Shares in issue as at the Voting Record Time (or the relevant class or classes thereof, if applicable) present and voting (and entitled to vote), either in person or by proxy, at such Court Meeting. The Scheme also requires the Charter Court Resolutions to be approved by at least 75 per cent. of the voting rights of Charter Court Shareholders present and voting, either in person or by proxy, at the Charter Court General Meeting and the OSB Resolutions being passed by the requisite majority of OSB Shareholders at the OSB General Meeting. It is expected that the Charter Court Meetings shall be convened no later than 30 June 2019 (or such other date as may be agreed between Charter Court and OSB), with the Charter Court General Meeting being expected to be held immediately after the Court Meeting. Following the Charter Court Meetings, the Scheme shall not become effective unless the Scheme is sanctioned by the Court (with or without modification but subject to any modification being on terms reasonably acceptable to Charter Court and OSB) and the Scheme Court Order is delivered to the Registrar of Companies for registration. The Scheme is also subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions that will be set out in the Scheme Document. The Scheme Document will include full details of the Scheme, together with an explanatory statement providing details of the Combination, and the notices convening the Court Meeting and the Charter Court General Meeting. The Scheme Document will also contain the expected timetable for the Combination, and will specify the necessary actions to be taken by Charter Court Shareholders. The Scheme Document is expected to be despatched to Charter Court Shareholders and, for information only, to persons with informat...
Scheme of Arrangement. 6.1 Each Bidder agrees to:
Scheme of Arrangement. The Company shall (and shall procure that Newco shall):
Scheme of Arrangement. 148.1 In this Article 148, references to ‘‘Xxxxx Xxxxxx’’ means the scheme of arrangement dated December 11, 2018 under Part 26 of the Companies Act 2006 between Xxxxx and the Scheme Shareholders (as defined in the Rowan Scheme), in its original form or with or subject to any modification, addition or condition approved or imposed by the High Court of Justice of England and Wales; and ‘‘Ensco’’ means Ensco plc.
Scheme of Arrangement. No compromise or arrangement has been proposed, agreed to or sanctioned under:
Scheme of Arrangement. Under the terms of the Pre-Restructuring Debt Facilities, implementation of the 2015 Restructuring would have required the unanimous consent of all lenders. As TORM A/S was unable to obtain the required consent, TORM A/S initiated an English law Scheme of Arrangement to enable part of the Restructuring to be implemented as described above. On 21 April 2015, in accordance with the terms of the Restructuring Agreement, TORM A/S issued a Governing Law and Jurisdiction Amendment Letter requesting the lenders under TORM A/S' Pre-Restructuring Debt Facilities to consent to an amendment of the governing law and jurisdiction provisions of two of the Pre-Restructuring Debt Facilities from Danish law and the jurisdiction of the Danish courts to English law and the jurisdiction of the English courts in order to enable the 2015 Restructuring to be implemented by means of a Scheme of Arrangement. The amendments became effective on 22 April 2015. The principal objectives of the Scheme of Arrangement were to enable the implementation of the 2015 Restructuring by, amongst other things: · granting authority to TORM A/S to execute the documents required to implement the 2015 Restructuring on behalf of the lenders under the Pre-Restructuring Debt Facilities; · setting out the terms on which these lenders were to receive Consideration Warrants as consideration for a write-down of debt; · setting out the terms on which the lenders could elect to receive TORM A/S A shares or elect to reinstate a portion of the debt; and · releasing certain parties from claims that could have arisen in respect of their role in implementing the 2015 Restructuring, other than claims arising by way of fraud, gross negligence or under professional duties of care. Under the Scheme of Arrangement, all Participating Lenders undertook not to take any steps to require any payment or any security from TORM A/S pursuant to section 192 of the Danish Companies Act in connection with any required capital decrease. The Scheme of Arrangement is governed by English law and was sanctioned by the High Court of Justice, Chancery Division, England, on 30 June 2015 and delivered to the Registrar of Companies on 1 July 2015, following which the 2015 Restructuring was completed on 13 July 2015.
Scheme of Arrangement. The Scheme of Arrangement shall have been sanctioned by the Court with or without modification (but subject to any non de minimis modification being acceptable to both Parties acting reasonably and in good faith) and a copy of the Court Order shall have been delivered to Registrar of Companies in Jersey.
