AQY definition
Examples of AQY in a sentence
With effect from and including the Effective Time, all existing Scheme Shares shall be transferred to AQY and the Register of Members shall be updated to reflect such transfers, and AQY will be recorded as the registered holder of all of the Scheme Shares and will be deemed to be the legal and beneficial owner of such Scheme Shares, free and clear of all liens, claims and encumbrances.
The Exchange Ratio shall be adjusted to reflect fully the effect of any share split, reverse share split, dividend (including any dividend or distribution of securities convertible into AQY Shares or Shares of the Company other than dividends paid in lieu of ordinary course dividends), reorganization, recapitalization or other like change with respect to AQY Shares or Shares of the Company occurring after the date of the Arrangement Agreement and prior to the Effective Time.
The Company shall pay in full all costs, charges, expenses and disbursements incurred by it or its agents in connection with the preparation and implementation of this Scheme (including the transfer of the Scheme Shares and the issue of the AQY Shares in accordance with this Scheme), including the costs of holding the Scheme Meeting and obtaining the sanction of the Court.
Where any amount is payable hereunder by AQY, AQY may pay directly or through the Paying Agent, and may, or may direct the Paying Agent to, convert it into another currency and make the payment of the amount (net of conversion and other costs) so converted in such other currency.
Subject to the terms of the Arrangement Agreement, when under any provision of this Scheme a matter is to be determined by the Company or AQY, then it will have discretion to interpret such matter under this Scheme in a manner that it considers fair and reasonable, and its decisions will be binding on all concerned.
Neither the Company nor AQY, nor any of their respective directors, officers, agents or advisers, will be liable to a Scheme Shareholder for anything done or omitted to be done in the implementation and performance of this Scheme in good faith.
AQY, the Company, the Depository and the Paying Agent, as applicable, shall be entitled to deduct and withhold from any Scheme Consideration, including by way of the sale of AQY Shares by AQY on behalf of the Person, otherwise payable or otherwise deliverable to a Person under this Scheme such amounts as AQY and the Company, acting reasonably, mutually agree are required to be deducted and withheld from such Scheme Consideration under any provision of any Laws in respect of Taxes.
Subject to clause 37, as from the Effective Time, all instruments of transfer and certificates (if any) validly existing in respect of a transfer or holding of any Scheme Shares shall as from the Effective Time, cease to have effect as documents or evidence of transfer or title and every holder thereof shall be bound and deemed to have delivered to AQY its, his or her entire interest in Scheme Shares as at the Effective Time.