Scheme Date definition
Examples of Scheme Date in a sentence
Prior to the Scheme Date, the Original Agreement shall continue in full force and effect.
Immediately following the Scheme Date, all of the outstanding shares of ScottishPower will be duly authorized, validly issued, fully paid and nonassessable and owned, beneficially and of record, by HoldCo or its nominees.
The Group Structure Chart shows, with respect to the Group as it will be immediately after the Scheme Date, all material members of the Group and contains a description of the corporate structure of the Group which is true, accurate and complete in all material respects.
Except as set forth in SECTION 4.05 of the ScottishPower Disclosure Letter, each Subsidiary of ScottishPower and, after the Scheme Date, of Holdco is treated as a consolidated subsidiary of ScottishPower or HoldCo, as the case may be, in the ScottishPower Financial Statements for all periods covered thereby.
With effect from and/or following the Scheme Date, ScottishPower's Articles of Association shall be amended to reflect its status as a subsidiary, PROVIDED, HOWEVER, that if the effect of such amendments would have a material adverse effect on the benefits of the Merger for the holders of Company Common Stock, such amendments may only be effected with the prior written consent of the Company.
The authorized share capital of HoldCo consists solely of (i) 50,000 HoldCo ordinary shares of £1 each (to be subdivided into HoldCo Ordinary Shares of 50p each prior to the Scheme Date), of which 2 were issued as of the date of this Agreement, and (ii) 49,998 non-voting redeemable ordinary shares of £1 each, all of which were issued as of the date of this Agreement, are held by ScottishPower and shall be redeemed by HoldCo prior to the Effective Time.
Each mandate in force at 5:30 p.m. on the Record Date relating to the payment of dividends on Scheme Shares and each instruction then in force as to notices and other communications from ScottishPower shall, unless and until varied or revoked, be deemed as from the Scheme Date to be a valid and effective mandate or instruction to New ScottishPower in relation to the corresponding New Shares to be allotted and issued pursuant to this Scheme.
The Company shall, on or before the Scheme Date, supply a certificate to the Agent signed by the Chief Financial Officer of the Company, identifying which members of the Group will, on the basis of the Pro Forma Financial Statements, be designated Material Companies from the Scheme Date.
The Finance Parties hereby consent to the Parent Company entering into any Newco Scheme, provided that each Top Newco interposed by such Newco Scheme accedes as a Guarantor to this Agreement in accordance with Clause 27.4 (Additional Guarantors) by no later than the Newco Scheme Date.
The Grant Recipient shall for a period of ten (10) years from the Firm Scheme Date retain all of the data, documents, materials and accounts referred to in this Clause 7 and the Grant Recipient may retain such data, documents, materials and accounts in electronic form only.