Scheme Implementation definition
Examples of Scheme Implementation in a sentence
If Neuphoria nominates a Neuphoria Nominee (as defined in clause 4.3 of the Scheme Implementation Agreement) to acquire Bionomics Shares under the Scheme references to the transfer of Scheme Shares to Neuphoria and the entering of Neuphoria into the Register, will be read as references to Neuphoria Nominee.
The approval required for the Exscientia Scheme Implementation Proposal at the Exscientia General Meeting is approval by at least 75% of the votes cast by Exscientia shareholders present and voting, either in person or by proxy.
Implementation of the Transaction requires the approval of the Scheme of Arrangement by the Exscientia shareholders at the Exscientia Court Meeting and the approval of the Exscientia Scheme Implementation Proposal by the Exscientia shareholders at the Exscientia General Meeting.
At the Exscientia General Meeting, voting on each of the Exscientia Scheme Implementation Proposal will be by poll and each Exscientia shareholder present in person or by proxy will be entitled to one vote for each Scheme Share held as at the Exscientia Voting Record Time.
The Transaction cannot be completed unless Exscientia shareholders also approve the Exscientia Scheme Implementation Proposal at the Exscientia General Meeting.
It is also proposed that, pursuant to the Exscientia Scheme Implementation Proposal, the Exscientia Articles be amended to ensure that any Exscientia Shares issued at or after the Exscientia Voting Record Time but prior to the Scheme Record Time will be subject to the Scheme of Arrangement.
See “The Transaction — Recommendation of the Exscientia Board and Reasons for the Transaction” beginning on page 84 of this joint proxy statement for a more detailed discussion of the Exscientia Board’s recommendation with respect to the Exscientia Scheme Proposal and the Exscientia Scheme Implementation Proposal.
The Exscientia General Meeting will be held at the offices of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇ at 10:00 a.m. (London time) on 12 November 2024 for Exscientia shareholders on the register of members as at the Exscientia Voting Record Time to consider and, if thought fit, approve the Exscientia Scheme Implementation Proposal as a special resolution.
Upon the Scheme of Arrangement becoming effective, it will be binding on all Scheme Shareholders holding Scheme Shares at the Scheme Record Time (including the Depositary), irrespective of whether or not they attended or voted in favor of, or against, the Scheme of Arrangement at the Exscientia Court Meeting or in favor of, or against, or withheld their vote on the Exscientia Scheme Implementation Proposal at the Exscientia General Meeting.
The Exscientia Scheme Implementation Proposal will be proposed as a special resolution at the Exscientia General Meeting, which means that the Exscientia Scheme Implementation Proposal must be approved by at least 75% of the votes cast by Exscientia shareholders present and voting, either in person or by proxy at the Exscientia General Meeting.