Common use of Dealing with Shares pending registration Clause in Contracts

Dealing with Shares pending registration. 9.3.1 Each Seller severally undertakes to the Buyer that for so long as he remains the registered holder of any of the Shares after Completion he will: (a) hold such Shares and the dividends and other distributions of profits or surplus or other assets declared, paid or made in respect of such Shares after Completion and all rights arising out of or in connection with such Shares in trust for the Buyer; (b) deal with and dispose of such Shares and all such dividends, distributions and rights as the Buyer may direct; (c) vote at all meetings which they are entitled to attend as the registered holder of such Shares in such manner as the Buyer shall direct; and (d) execute all instruments of proxy or other documents which the Buyer may require to enable the Buyer to attend and vote at any such meeting. 9.3.2 For the purpose of giving effect to clause 9. 3.1 each of the Sellers severally appoints the Buyer (acting by any of its directors from time to time) to be his attorney in his name and on his behalf to exercise all or any of the rights in relation to the Shares as the Buyer in its absolute discretion sees fit from immediately after Completion to the day on which the Buyer or its lawful nominee is registered in the register of members of the Company as the holder of the relevant Shares, including: (a) receiving notice of, attending and voting at a general meeting, class meeting or other meeting of the Company; (b) completing and returning any meeting requisition, form of proxy, consent to short notice, written resolution or other document required to be signed by the registered holder of the Shares; (c) dealing with, and giving directions as to, any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (d) executing, delivering and doing all deeds, instruments and acts in that Seller's name as may be done in the Seller's capacity as the registered holder of the relevant Shares and for that purpose each Seller consents to the Company sending any written resolutions, notices or other communications in respect of the Shares registered in his name to the Buyer. The power of attorney granted by this clause 9.3.2 is granted by each Seller to secure the interest of the Buyer in the Shares and, accordingly, shall be irrevocable. For the avoidance of doubt, only after Completion will the votes attaching to the Shares be exercisable by the Buyer under the power of attorney granted by this clause 9.3.2.

Dealing with Shares pending registration. 9.3.1 Each Seller 13.3.1 The Sellers severally undertakes undertake to the Buyer that for so long as he remains they of remain the registered holder of any of the Sale Shares after Completion he they will: (a) 13.3.1.1 hold such the Sale Shares and the dividends and other distributions of profits or surplus or other assets declared, paid or made in respect of such Shares them after Completion and all rights arising out of or in connection with such Shares them in trust for the Buyer; (b) 13.3.1.2 deal with and dispose of such the Sale Shares and all such dividends, distributions and rights as the Buyer may direct; (c) 13.3.1.3 vote at all meetings which they are shall be entitled to attend as the registered holder of such the Sale Shares in such manner as the Buyer shall direct; and (d) 13.3.1.4 execute all instruments of proxy or other documents which the Buyer may require to enable the Buyer to attend and vote at any such meeting. 9.3.2 13.3.2 For the purpose of giving effect to clause 9. 3.1 13.3.1 each of the Sellers severally hereby appoints the Buyer (acting by any of its directors from time to time) to be his attorney in his name and on his behalf to exercise all or any of the rights in relation to the Sale Shares as the Buyer in its absolute discretion sees fit from immediately after Completion to the day on which the Buyer or its lawful nominee is registered in the register of members of the Company as the holder of the relevant Shares, including: (a) 13.3.2.1 receiving notice of, attending and voting at a general meeting, class meeting or other meeting of the Company; (b) 13.3.2.2 completing and returning any meeting requisition, form of proxy, consent to short notice, written resolution or other document required to be signed by the registered holder of the Sale Shares; (c) 13.3.2.3 dealing with, and giving directions as to, any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Sale Shares or received in connection with the Sale Shares from the Company or any other person; and (d) 13.3.2.4 executing, delivering and doing all deeds, instruments and acts in that Seller's ’s name as may be done in the Seller's ’s capacity as the registered holder of the relevant Shares Shares, and for that purpose each Seller consents to hereby authorises the Company sending to send any written resolutions, notices or other communications in respect of the Sale Shares registered in his name to the Buyer. The power of attorney granted by this clause 9.3.2 is granted by each Seller to secure the interest of the Buyer in the Shares and, accordingly, shall be irrevocable. For the avoidance of doubt, only after Completion will the votes attaching to the Shares be exercisable by the Buyer under the power of attorney granted by this clause 9.3.2.clause

Dealing with Shares pending registration. 9.3.1 Each Seller severally undertakes 13.3.1 The Sellers undertake to the Buyer that for so long as he any of them remains the registered holder of any of the Shares after Completion he they will: (a) hold such the Shares and the dividends and other distributions of profits or surplus or other assets declared, paid or made in respect of such Shares them after Completion and all rights arising out of or in connection with such Shares them in trust for the Buyer; (b) deal with and dispose of such the Shares and all such dividends, distributions and rights as the Buyer may direct; (c) vote at all meetings which they are shall be entitled to attend as the registered holder of such the Shares in such manner as the Buyer shall direct; and (d) execute all instruments of proxy or other documents which the Buyer may require to enable the Buyer to attend and vote at any such meeting. 9.3.2 13.3.2 For the purpose of giving effect to clause 9. 3.1 13.3.1 each of the Sellers severally hereby appoints the Buyer (acting by any of its directors from time to time) to be his attorney in his name and on his behalf to exercise all or any of the rights in relation to the Shares as the Buyer in its absolute discretion sees fit from immediately after Completion to the day on which the Buyer or its lawful nominee is registered in the register of members of the Company as the holder of the relevant Shares, including: (a) receiving notice of, attending and voting at a general meeting, class meeting or other meeting of the Company; (b) completing and returning any meeting requisition, form of proxy, consent to short notice, written resolution or other document required to be signed by the registered holder of the Shares; (c) dealing with, and giving directions as to, any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (d) executing, delivering and doing all deeds, instruments and acts in that Seller's name as may be done in the Seller's capacity as the registered holder of the relevant Shares Shares, and for that purpose each Seller consents to hereby authorises the Company sending to send any written resolutions, notices or other communications in respect of the Shares registered in his name to the Buyer. The power of attorney granted by this clause 9.3.2 13.3.2 is granted by each Seller to secure the interest of the Buyer in the Shares and, accordingly, shall be irrevocable. For the avoidance of doubt, only after Completion will the votes attaching to the Shares be exercisable by the Buyer under the power of attorney granted by this clause 9.3.2.

Dealing with Shares pending registration. 9.3.1 Each Seller severally undertakes 8.3.1 The Sellers undertake to the Buyer that for so long as he any of them remains the registered holder of any of the Shares after Completion he they will: (a) hold such the Shares and the dividends and other distributions of profits or surplus or other assets declared, paid or made in respect of such the Shares after Completion and all rights arising out of or in connection with such the Shares in trust for the Buyer; (b) deal with and dispose of such the Shares and all such dividends, distributions and rights as the Buyer may direct; (c) vote at all meetings which they are entitled to attend as the registered holder of such the Shares in such manner as the Buyer shall direct; and (d) execute all instruments of proxy or other documents which the Buyer may require to enable the Buyer to attend and vote at any such meeting. 9.3.2 8.3.2 For the purpose of giving effect to clause 98. 3.1 each of the Sellers severally appoints the Buyer (acting by any of its directors from time to time) to be his attorney in his name and on his behalf to exercise all or any of the rights in relation to the Shares as the Buyer in its absolute discretion sees fit from immediately after Completion to the day on which the Buyer or its lawful nominee is registered in the register of members of the Company as the holder of the relevant Shares, including: (a) receiving notice of, attending and voting at a general meeting, class meeting or other meeting of the Company; (b) completing and returning any meeting requisition, form of proxy, consent to short notice, written resolution or other document required to be signed by the registered holder of the Shares; (c) dealing with, and giving directions as to, any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and (d) executing, delivering and doing all deeds, instruments and acts in that Seller's ’s name as may be done in the that Seller's ’s capacity as the registered holder of the relevant Shares and for that purpose each Seller consents to the Company sending any written resolutions, notices or other communications in respect of the Shares registered in his name to the Buyer. The power of attorney granted by this clause 9.3.2 8.3.2 is granted by each Seller to secure the interest of the Buyer in the Shares and, accordingly, shall be irrevocable. For the avoidance of doubt, only immediately after Completion will the votes attaching to the Shares be exercisable by the Buyer under the power of attorney granted by this clause 9.3.28.3.2.