Appointment of sole proxy. On the provision of the Scheme Consideration in the manner contemplated by clause 5 and until APD registers Bidder as the holder of all Scheme Securities in the Security Register, each Scheme Shareholder:
(a) is deemed to have appointed Xxxxxx as attorney and agent (and directed Xxxxxx in each such capacity) to appoint any director, officer, secretary or agent nominated by Xxxxxx as its sole proxy and, where applicable or appropriate, corporate representative to attend shareholders' meetings, exercise the votes attaching to the Scheme Shares registered in their name and sign any shareholders' resolution whether in person, by proxy or by corporate representative;
(b) must not attend or vote at any securityholders’ meetings or sign any securityholders’ resolutions, whether in person, by proxy or by corporate representative (other than pursuant to clause 8.4(a));
(c) must take all other actions in the capacity of a registered holder of Scheme Shares as Bidder reasonably directs; and
(d) acknowledges and agrees that in exercising the powers conferred by clause 8.4(a), Xxxxxx and any director, officer, secretary or agent nominated by Xxxxxx under that clause may act in the best interests of Bidder as the intended registered holder of the Scheme Shares.
Appointment of sole proxy. Immediately upon the provision of the Scheme Consideration to each Scheme Shareholder in the manner contemplated by clause 5 or provision of the Scheme Consideration for Ineligible Foreign Shareholders (as applicable) , and until Amcor registers New Holdco as the holder of all Scheme Shares in the Amcor Share Register, each Scheme Shareholder:
(a) is deemed to have appointed New Holdco as attorney and agent (and directed New Holdco in each such capacity) to appoint any director, officer, secretary or agent nominated by New Holdco as its sole proxy and, where applicable or appropriate, corporate representative to attend shareholders’ meetings, exercise the votes attaching to the Scheme Shares registered in their name and sign any shareholders’ resolution or document;
(b) must not attend or vote at any of those meetings or sign any resolutions, whether in person, by proxy or by corporate representative (other than pursuant to clause 8.4(a));
(c) must take all other actions in the capacity of a registered holder of Scheme Shares as New Holdco reasonably directs; and
(d) acknowledges and agrees that in exercising the powers referred to in clause 8.4(a), New Holdco and any director, officer, secretary or agent nominated by New Holdco under clause 8.4(a) may act in the best interests of New Holdco as the intended registered holder of the Scheme Shares.
Appointment of sole proxy. Immediately upon the provision of the Scheme Consideration to each Scheme Shareholder in the manner contemplated by clause 5.2 and until Newcrest registers Newmont Overseas as the holder of all Scheme Shares in the Newcrest Share Register, each Scheme Shareholder:
(a) is deemed to have irrevocably appointed Newmont Overseas as attorney and agent (and directed Newmont Overseas in each such capacity) to appoint any director, officer, secretary or agent nominated by Newmont Overseas from time to time as its sole proxy and, where applicable or appropriate, corporate representative to attend shareholders’ meetings, exercise the votes attaching to the Scheme Shares registered in their name and sign any shareholders’ resolution or document (whether in person, by proxy or corporate representative);
(b) must not attend or vote at any of those meetings, exercise the votes attaching to Scheme Shares registered in their names, or sign any shareholders’ resolutions, whether in person, by proxy or by corporate representative (other than pursuant to clause 9.4(a));
(c) must take all other actions in the capacity of a registered holder of Scheme Shares as Newmont Overseas reasonably directs; and
(d) acknowledges and agrees that in exercising the powers referred to in clause 9.4(a), Newmont Overseas and any director, officer, secretary or agent nominated by Newmont Overseas under clause 9.4(a) may act in the best interests of Newmont Overseas as the intended registered holder of the Scheme Shares.
Appointment of sole proxy. On and from the Implementation Date and pending registration by IOR of Aevum in the Register as a holder of all the IOR Shares, each Scheme Participant:
(a) is deemed to have irrevocably appointed Aevum as attorney and agent (and directs Aevum in such capacity) to appoint the Chairman of Aevum as its sole proxy and, where applicable, corporate representative to attend shareholders' meetings, exercise the votes attaching to the IOR Shares registered in their name and sign any shareholders' resolution, and no Scheme Participant may itself attend or vote at any of those meetings or sign any resolutions, whether in person, by proxy or by corporate representative (other than pursuant to this clause 4.4(a)); and
(b) must take all other actions in the capacity of a registered holder of IOR Shares as Aevum reasonably directs. Aevum undertakes in favour of each Scheme Participant that it will appoint the Chairman of Aevum as that Scheme Participant's proxy or, where applicable, corporate representative in accordance with clause 4.4(a). 7
Appointment of sole proxy. On and from the Implementation Date and until Gloucester registers Bidder as the holder of all Gloucester Shares in the Gloucester Share Register, each Scheme Shareholder:
(a) is deemed to have irrevocably appointed Bidder as its attorney and agent (and directed Bidder in such capacity) to appoint an officer or agent nominated by Bidder as its sole proxy and, where applicable, corporate representative to attend shareholders’ meetings of Gloucester, exercise the votes attaching to the Scheme Shares registered in its name and sign any Gloucester Shareholders’ resolutions,
(b) undertakes not to otherwise attend shareholders' meetings, exercise the votes attaching to Scheme Shares registered in their names or sign or vote on any resolutions (whether in person, by proxy or by corporate representative) other than as pursuant to clause 8.7(a);
(c) must take all other actions in the capacity of a registered holder of Scheme Shares as Bidder reasonably directs; and
(d) acknowledges and agrees that in exercising the powers referred to in clause 8.7(a), Bidder and any officer or agent nominated by Bidder under clause 8.7(a) may act in the best interests of Bidder as the intended registered holder of the Scheme Shares.
Appointment of sole proxy. Upon the Scheme Consideration being issued by SPI pursuant to this clause 4 and until EXG registers SPI as the holder of all Scheme Shares in the Register, each Scheme Participant:
(a) is deemed to have appointed SPI as attorney and agent (and directed SPI in such capacity) to appoint the chairman of SPI as its sole proxy and, where applicable, corporate representative, to attend shareholders’ meetings, exercise the votes attaching to the Scheme Shares registered in their name and sign any shareholders’ resolution, and no Scheme Participant may itself attend or vote at any of those meetings or sign any resolutions, whether in person, by proxy or by corporate representative (other than pursuant to this clause 4.12(a)); and
(b) must take all other actions in the capacity of a registered holder of Scheme Shares as SPI reasonably directs.
Appointment of sole proxy. Upon the Scheme Consideration being provided to the Scheme Shareholders and until the Target registers the Bidder as the holder of all Target Shares in the Target Share Register, each Scheme Shareholder:
(a) is deemed to have irrevocably appointed the Bidder as its attorney and agent (and directed the Bidder in such capacity) to appoint any director, officer, secretary or agent nominated by the Bidder as its sole proxy and, where applicable, corporate representative to attend shareholders' meetings of the Target, exercise the votes attaching to the Scheme Shares registered in their name and sign any Target Shareholders' resolutions, whether in person, by proxy or by corporate representative;
(b) undertakes not to otherwise attend or vote at any of those meetings or sign or vote on any resolutions (whether in person, by proxy or by corporate representative) other than as pursuant to clause 8.6(a);
(c) must take all other actions in the capacity of a registered holder of Scheme Shares as the Bidder reasonably directs; and
Appointment of sole proxy. Upon the Scheme becoming Effective and until Excel registers Peabody Sub as the holder of all Excel Shares in the Share Register, each Scheme Shareholder:
(a) is deemed to have irrevocably appointed Peabody Sub as attorney and agent (and directed Peabody Sub in such capacity) to appoint an officer or agent nominated by Peabody as its sole proxy and, where applicable, corporate representatives to attend shareholders’ meetings, exercise the votes attaching to the Scheme Shares registered in their name and sign any shareholders’ resolutions, whether in person, by proxy or by corporate representative (other than as pursuant to this clause 8.6(a)); and
(b) must take all other actions in the capacity of a registered holder of Scheme Shares as Peabody reasonably directs.
Appointment of sole proxy. Upon the Scheme becoming Effective and until NetComm procures the registration of Casa as the holder of all Scheme Shares in the Register, each Scheme Participant:
8.4.1 is deemed to have irrevocably appointed Casa as attorney and agent (and directed Casa in each such capacity) to appoint any director, officer, secretary or agent nominated by Casa as its sole proxy and, where applicable or appropriate, corporate representative to attend shareholders’ meetings, exercise the votes attaching to the Scheme Shares registered in their name and sign any Shareholders’ resolution whether in person, by proxy or by corporate representative;
8.4.2 undertakes not to attend or vote at any Shareholders’ meetings or sign any shareholders’ resolutions, whether in person, by proxy or by corporate representative (other than pursuant to clause 8.4.1);
8.4.3 must take all other actions in the capacity of a registered holder of Scheme Shares as Casa reasonably directs; and
8.4.4 acknowledges and agrees that in exercising the powers conferred by clause 8.4.1, Casa and any director, officer, secretary or agent nominated by Casa under that clause may act in the best interests of Casa as the intended registered holder of the Scheme Shares.
