Common use of Appointment of sole proxy Clause in Contracts

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. On Immediately upon the provision of the Scheme Consideration to each Scheme Shareholder in the manner contemplated by clause 5 5, and until APD Asciano registers Bidder Acquirer as the holder of all Scheme Securities Shares in the Security Share Register, each Scheme Shareholder: (a) is deemed to have appointed Xxxxxx Acquirer as attorney and agent (and directed Xxxxxx Acquirer in each such capacity) to appoint any director, officer, secretary or agent nominated by Xxxxxx Acquirer 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 representativedocument; (b) must not attend or vote at any securityholders’ of those 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 Acquirer reasonably directs; and (d) acknowledges and agrees that in exercising the powers conferred by referred to in clause 8.4(a), Xxxxxx Acquirer and any director, officer, secretary or agent nominated by Xxxxxx Acquirer under that clause 8.4(a) may act in the best interests of Bidder Acquirer as the intended registered holder of the Scheme Shares.

Appointment of sole proxy. On Immediately upon the provision of the Scheme Consideration in the manner contemplated by clause 5 and until APD Vault registers Bidder Xxxxxxx as the holder of all Scheme Securities Shares in the Security Share Register, each Scheme Shareholder: (a) is deemed to have appointed Xxxxxx Xxxxxxx as attorney and agent (and directed Xxxxxx Xxxxxxx in each such capacity) to appoint any director, officer, secretary or agent nominated by Xxxxxx Xxxxxxx 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 by corporate representative;representative;‌ (b) must not attend or vote at any securityholdersshareholders’ meetings or sign any securityholdersshareholders’ 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 Xxxxxxx reasonably directs; and (d) acknowledges and agrees that in exercising the powers conferred by clause 8.4(a), Xxxxxx Xxxxxxx and any director, officer, secretary or agent nominated by Xxxxxx Xxxxxxx under that clause may act in the best interests of Bidder Xxxxxxx as the intended registered holder of the Scheme Shares.

Appointment of sole proxy. On the provision of the Scheme Consideration in the manner contemplated by clause 5 and until APD DuluxGroup registers Bidder as the holder of all Scheme Securities Shares in the Security Share 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 securityholdersshareholders’ meetings or sign any securityholdersshareholders’ 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. On the provision of the Scheme Consideration in the manner contemplated by clause 5 Implementation Date, and until APD Vicwest registers Bidder Bendigo Telco as the holder of all Scheme Securities Shares in the Security Share Register, each Scheme Shareholder: (a) is deemed to have appointed Xxxxxx Bendigo Telco as attorney and agent (and directed Xxxxxx Bendigo Telco in each such capacity) to appoint any director, officer, secretary or agent nominated by Xxxxxx Bendigo Telco 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 representativeresolution; (b) must not no Scheme Shareholder may itself attend or vote at any securityholders’ of those meetings or sign any securityholders’ resolutions, whether in person, by proxy or by corporate representative (other than pursuant to clause 8.4(a7.4(a)); (c) must take all other actions in the capacity of a registered holder of Scheme Shares as Bidder Bendigo Telco reasonably directs; and (d) acknowledges and agrees that in exercising the powers conferred by referred to in clause 8.4(a7.4(a), Xxxxxx Bendigo Telco and any director, officer, secretary or agent nominated by Xxxxxx Bendigo Telco under that clause 7.4(a) may act in the best interests of Bidder Bendigo Telco as the intended registered holder of the Scheme Shares.

Appointment of sole proxy. On Immediately upon the provision of the Scheme Consideration to each Scheme Shareholder in the manner contemplated by clause 5 5, and until APD TPG registers Bidder VHA as the holder of all Scheme Securities Shares in the Security Share Register, each Scheme Shareholder: (a) is deemed to have appointed Xxxxxx VHA as attorney and agent (and directed Xxxxxx VHA in each such capacity) to appoint any director, officer, secretary or agent nominated by Xxxxxx VHA 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 representativedocument; (b) must not attend or vote at any securityholders’ of those 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 VHA reasonably directs; and (d) acknowledges and agrees that in exercising the powers conferred by referred to in clause 8.4(a), Xxxxxx VHA and any director, officer, secretary or agent nominated by Xxxxxx VHA under that clause 8.4(a) may act in the best interests of Bidder VHA as the intended registered holder of the Scheme Shares.

Appointment of sole proxy. On the provision of Upon the Scheme Consideration in the manner contemplated by clause 5 becoming Effective and until APD QMS registers Bidder as the holder of all Scheme Securities Shares in the Security Share Register, each Scheme Shareholder: (a) each Scheme Shareholder is deemed to have irrevocably 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 no Scheme Shareholder may itself attend or vote at any securityholdersshareholders’ meetings or sign any securityholdersshareholders’ resolutions, whether in person, by proxy or by corporate representative (other than pursuant to clause 8.4(a)); (c) each Scheme Shareholder must take all other actions in the capacity of a registered holder of Scheme Shares as Bidder reasonably directs; and (d) each Scheme Shareholder 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 Bidder under that clause may act in the best interests of Bidder as the intended registered holder of the Scheme Shares.

Appointment of sole proxy. On Immediately upon the provision of the Scheme Consideration to each Scheme Shareholder in the manner contemplated by clause 5 clauses 5.1(b) and 5.1(c), and until APD Japara registers Bidder as the holder of all Scheme Securities Shares in the Security Share Register, each Scheme Shareholder: (a) is deemed to have irrevocably 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 representativedocument; (b) must not attend or vote at any securityholders’ of those 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 referred to in clause 8.4(a), Xxxxxx and any director, officer, secretary or agent nominated by Xxxxxx under that clause 8.4(a) may act in the best interests of Bidder as the intended registered holder of the Scheme Shares.

Appointment of sole proxy. On the provision of Upon the Scheme Consideration in the manner contemplated by clause 5 becoming Effective and until APD Target registers Bidder Nominee as the holder of all Scheme Securities Shares in the Security Share Register, each Scheme Shareholder: (a) each Scheme Shareholder is deemed to have appointed Xxxxxx Nominee as attorney and agent (and directed Xxxxxx Nominee in each such capacity) to appoint any director, officer, secretary or agent nominated by Xxxxxx Nominee 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 no Scheme Shareholder may itself attend or vote at any securityholdersshareholders’ meetings or sign any securityholdersshareholders’ resolutions, whether in person, by proxy or by corporate representative (other than pursuant to clause 8.4(a)); (c) each Scheme Shareholder must take all other actions in the capacity of a registered holder of Scheme Shares as Bidder Nominee reasonably directs; and (d) each Scheme Shareholder acknowledges and agrees that in exercising the powers conferred by clause 8.4(a), Xxxxxx Bidder and any director, officer, secretary or agent nominated by Xxxxxx Nominee under that clause may act in the best interests of Bidder Nominee as the intended registered holder of the Scheme Shares.

Appointment of sole proxy. On the provision of Upon the Scheme Consideration in the manner contemplated by clause 5 becoming Effective and until APD Target registers Bidder as the holder of all Scheme Securities Shares in the Security Share Register, each Scheme Shareholder: (a) each Scheme Shareholder 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;representative;‌ (b) must not no Scheme Shareholder may itself attend or vote at any securityholdersshareholders’ meetings or sign any securityholdersshareholders’ resolutions, whether in person, by proxy or by corporate representative (other than pursuant to clause 8.4(a)); (c) each Scheme Shareholder must take all other actions in the capacity of a registered holder of Scheme Shares as Bidder reasonably directs; and (d) each Scheme Shareholder 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 Bidder under that clause may act in the best interests of Bidder as the intended registered holder of the Scheme Shares.