Each Vendor. (a) irrevocably appoints the Purchaser to be his attorney to exercise after Completion in the absolute discretion of the Purchaser all rights attaching to the Sale Shares registered in his name or exercisable by him in his capacity as a member of the Company, and without prejudice to the generality of the foregoing the powers exercisable by the Purchaser shall include the power to execute, deliver and do all deeds, instruments and acts in that Vendor's name and on that Vendor's behalf in pursuance of the foregoing, and shall include the power to sub-delegate this power;
(b) undertakes and agrees that, other than at the written request of the Purchaser, he shall not after Completion exercise any rights attaching to the Sale Shares or exercisable by that Vendor in his or her capacity as a member of the Company or appoint any other person to exercise such rights;
(c) undertakes and agree that any dividends, securities or notices, documents or other communications which may be received after today's date by that Vendor from the Company or any third party in respect of the Sale Shares or in that Vendor's capacity as a member of the Company shall (conditionally on Completion occurring) be received by that Vendor and held in trust for the Purchaser and, without prejudice to the generality of the obligations imposed by the foregoing, undertakes and agrees promptly to procure the forwarding to the Purchaser of all such benefits or communications and to account to the Purchaser for all benefits arising from the Sale Shares registered in his name and/or from that Vendor's capacity as a member of the Company;
(d) agrees and undertakes upon written request by the Purchaser to ratify all deeds, instruments and acts exercised by the Purchaser in pursuance of this power;
(e) agrees that in acting under this power the Purchaser may act by its secretary or any director or person acting pursuant to authority conferred by its board of directors or any director; and
(f) declares that such power, undertaking and agreement shall cease and determine upon that Vendor ceasing to be a member of the Company, but without prejudice to any power exercised prior to such date and shall not, save as may be required by law, terminate on that Vendor's previous death, bankruptcy or mental disorder, and shall, save as aforesaid, in connection with the Shares be accordingly binding upon any personal representative, trustee in bankruptcy or trustee in respect of any mental disorder.
Each Vendor. 9.4.1 (subject to clause 9.5) irrevocably appoints the Vendors' Representative as its agent to accept service on its behalf of (a) Notices and (b) process in any legal action or proceedings relating to any Acquisition Dispute;
9.4.2 irrevocably agrees that any Notice to be given to it is deemed to have been properly given if it is given to the Vendors' Representative in accordance with the provisions of clause 22 (whether or not such Notice is forwarded to or received by such Vendor); and
9.4.3 irrevocably agrees that failure by the Vendors' Representative to notify it of the process will not invalidate the legal action or proceedings concerned.
Each Vendor. (a) is not insolvent within the meaning of section 95A of the Corporations Act or section 239C of the Companies Act;
(b) has not stopped paying its debts as and when they fall due;
(c) has not been served with a demand under section 459E of the Corporations Act which it is taken under section 459F of the Corporations Act to have failed to comply with; and
(d) is not subject to voluntary administration under Part 5.3A of the Corporations Act or under Part 15A of the Companies Act.
Each Vendor. 1.1 it is duly formed, incorporated, amalgamated or continued (as the case may be) and validly exists under the law of its place of formation, incorporation, amalgamation or continuance;
1.2 it is in good standing under the legislation under which it was formed, incorporated, amalgamated or continued (as the case may be);
1.3 it has full legal capacity and power:
(1) to own its property and assets and to carry on its business; and
(2) to enter into this Agreement and the Ancillary Agreements, as applicable, and to perform its obligations under this Agreement and the Ancillary Agreements, as applicable;
1.4 it has taken all action (whether corporate, by its shareholders or otherwise) that is necessary to authorize its entry into this Agreement and the Ancillary Agreements, as applicable, and to perform its obligations under this Agreement and the Ancillary Agreements, as applicable;
1.5 it has full power and lawful authority to execute and deliver this Agreement and the Ancillary Agreements, as applicable, and to consummate and perform or cause to be performed its obligations under this Agreement and the Ancillary Agreements, as applicable, and each transaction contemplated by this Agreement and the Ancillary Agreements to be performed by it;
1.6 each of this Agreement and the Ancillary Agreements, as applicable, constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy subject to laws generally affecting creditors’ rights and to principles of equity (where applicable);
1.7 the execution, delivery and performance by it of this Agreement and the Ancillary Agreements, as applicable, does not or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under:
(1) its charter documents or any Applicable Law;
(2) any material term or provision of any agreement to which it is a party or by which it or any of its property is bound; or
(3) any writ, order or injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it or any of its property is bound;
1.8 no Legal Proceeding is taking place or, so far as the Vendor is aware, is pending or threatened against it which if adversely decided could materially impair its ability to perform its obligations under this Agreement or the Ancillary Agreements;
1.9 the Vendor is neither insolvent nor unable to pay its debts as they fall due;
1.10 no ...
Each Vendor. 13.4.1 (subject to clause 13.5) irrevocably appoints the Vendors’ Representative as its agent to accept service on its behalf of (a) Notices and (b) process in any legal action or proceedings before the courts of England and Wales relating to any Acquisition Dispute;
13.4.2 irrevocably agrees that any Notice to be given to it is deemed to have been properly given if it is given to the Vendors’ Representative in accordance with the provisions of clause 27 (whether or not such Notice is forwarded to or received by such Vendor); and
13.4.3 irrevocably agrees that failure by the Vendors’ Representative to notify it of the process will not invalidate the legal action or proceedings concerned.
