Authority given to Target. On the Effective Date, each Scheme Shareholder, without the need for any further act, irrevocably appoints Target and each of its directors, officers and secretaries (jointly and each of them severally) as its attorney and agent for the purpose of:
(a) enforcing the Deed Poll against Nominee and Bidder; and
(b) executing any document, or doing or taking any other act, necessary, desirable or expedient to give effect to this Scheme and the transactions contemplated by it, including executing the Scheme Transfer, and Target accepts such appointment. Target, as attorney and agent of each Scheme Shareholder, may sub-delegate its functions, authorities or powers under this clause 8.5 to all or any of its directors, officers or employees (jointly, severally or jointly and severally).
Authority given to Target. Immediately upon this Scheme becoming Effective, each Scheme Shareholder without the need for any further act: irrevocably appoints Target and each of its directors, secretaries and officers (jointly and severally) as its attorney and agent for the purpose of:
(i) enforcing the Deed Poll against Bidder;
(ii) doing and/or executing all acts, matters, things and documents necessary, desirable, incidental or expedient to give full effect to this Scheme and the transactions contemplated by it, including, without limitation, executing and delivering the Scheme Transfer, and Target accepts such appointment. Target, as attorney and agent of each Scheme Shareholder, may sub-delegate its functions, authorities or powers under this clause 9.5 to all or any of its directors, officers or employees (jointly, severally or jointly and severally); and will be deemed to have authorised Target to do and execute all acts, matters, things and documents on the part of each Scheme Shareholder necessary, desirable, incidental or expedient to give full effect to this Scheme and the transactions contemplated by it, including, without limitation, executing and delivering the Scheme Transfer as agent and attorney of each Scheme Shareholder.
Authority given to Target. Each Scheme Shareholder, without the need for any further act:
(a) on the date which is the later of:
(i) the Final Orders Date; and
(ii) the date on which Target announces to NZX and ASX that the last of the conditions set out in clauses 3.1(a), (b) and (c) of the Scheme Implementation Agreement has been satisfied or waived in accordance with clause 3.5 of that agreement, irrevocably appoints Target and each of its directors (jointly and each of them severally) as its attorney and agent for the purpose of enforcing the Deed Poll against Bidder and BidCo (but without limiting each Scheme Shareholder’s right to itself enforce the Deed Poll); and
(b) on the Implementation Date, irrevocably appoints Target and each of its directors (jointly and each of them severally) as its attorney and agent for the purpose of executing any document or doing or taking any other act necessary, desirable or expedient to give effect to the Scheme and the transactions contemplated by it, and Target, for itself and on behalf of each of its directors, accepts each such appointment. Each such attorney and agent, may sub-delegate its functions, authorities or powers under this clause 7.2 to one or more of Target’s officers.
