General Scheme provisions. 7.1 Appointment of agent and attorney
(a) executing any document or form or doing any other act necessary to give effect to the terms of the Scheme including, without limitation, the execution of the Scheme Transfer to be delivered under clause 4.2 and the giving of the Scheme Shareholders' consent under clause 7.3; and
(b) enforcing the Deed Poll against Bidder, and Target accepts such appointment. Target, as agent of each Scheme Shareholder, may sub-delegate its functions, authorities or powers under this clause 7.1 to all or any of its directors and officers (jointly, severally, or jointly and severally).
General Scheme provisions. Appointment of Target as agent and attorney
7.1 Each Scheme Shareholder, without the need for any further act, irrevocably appoints Target and each of the directors and officers of Target (jointly and severally) as its agent and attorney for the purpose of doing all things and executing all deeds, instruments, transfers and other documents that may be necessary or desirable to give full effect to the Scheme and the transactions contemplated by it, including but not limited to:
(a) enforcing the Deed Poll against Bidder;
(b) in the case of Scheme Shares in a CHESS holding:
(i) causing a message to be transmitted to ASPL in accordance with the ASX Settlement Rules to transfer the Scheme Shares held by the Scheme Shareholder from the CHESS subregister of Target to the Target Share Registry at any time after Bidder has paid or procured the payment of the Scheme Consideration which is due under this Scheme to Scheme Shareholders; and
(ii) completing and signing on behalf of Scheme Shareholders any required form of transfer of Scheme Shares;
(c) in the case of Scheme Shares registered in the issuer sponsored subregister operated by Target or the Target Share Registry, completing and signing on behalf of Scheme Shareholders any required form of transfer; and
(d) in all cases, executing any document or doing any other act necessary or desirable to give full effect to this Scheme and the transactions contemplated by it, including executing a proper instrument of transfer of Scheme Shares for the purposes of section 1071B of the Corporations Act (which may be a master transfer).
7.2 Target may sub-delegate its functions, authorities or powers under clause 7.1 as agent and attorney of each Scheme Shareholder to any or all of its directors or officers.
7.3 Each Scheme Shareholder agrees to:
(a) the transfer of its Scheme Shares together with all rights and entitlements attaching to those Scheme Shares to Bidder in accordance with the terms of the Scheme; and
(b) the variation, cancellation or modification (if any) of the rights attached to its Target Shares constituted by or resulting from the Scheme.
7.4 Each Scheme Shareholder is deemed to have warranted to Target, and is deemed to have authorised Target to warrant to Bidder as agent and attorney for the Scheme Shareholder, that:
(a) all of its Scheme Shares (including all rights and entitlements attaching to them) transferred to Bidder under the Scheme will, on the date of the transfer, be fully paid and free from...
General Scheme provisions. 9.1 ORDINARY SCHEME ALTERATIONS AND CONDITIONS If the Court proposes to approve the Ordinary Scheme subject to any alterations or conditions, Jupiters may, by its counsel or solicitors but subject to the prior approval of TABCORP, consent on behalf of all persons concerned to those alterations or conditions.
General Scheme provisions. 7.1 RPS SCHEME ALTERATIONS AND CONDITIONS If the Court proposes to approve the RPS Scheme subject to any alterations or conditions, Jupiters may, by its counsel or solicitors but subject to the prior approval of TABCORP, consent on behalf of all persons concerned to those alterations or conditions. Scheme of Arrangement
General Scheme provisions. 8.1 Appointment of Xxxxxxxx as agent and attorney
(a) enforcing the Deed Poll against Xxxxxx;
(b) completing and signing on behalf of Scheme Shareholders any required form of transfer; and
(c) executing any document or doing any other act necessary or desirable to give full effect to this Scheme and the transactions contemplated by it, including executing a proper instrument of transfer of Scheme Shares for the purposes of section 1071B of the Corporations Act (which may be a master transfer). Xxxxxxxx may sub-delegate its functions, authorities or powers under clause 6.1 as agent and attorney of each Scheme Shareholder to any or all of its directors or officers.
General Scheme provisions. 10.1 Variations, alterations and conditions
General Scheme provisions. 9.1 Consent to amendments to this Scheme
9.2 Binding effect of the Scheme
General Scheme provisions. 11 Parties BRL Hardy Limited, ACN 008 273 907 of Reynell Road, Xxxxxxxx, 0000, Xxxxxxxxx ("XXX Xxxxx") The holders of ordinary shares in the capital of BRL Xxxxx, xxxxx xxxx xxxxxxx xxxxxxx ordinary shares on behalf of or for the benefit of Constellation or its Subsidiaries ("Shareholders").
General Scheme provisions. 4 Parties BRL Hardy Limited, ACN 008 273 907 of Reynell Road, Xxxxxxxx, 0000, Xxxxxxxxx ("XXX Xxxxx") The holders of options to subscribe for ordinary shares in the capital of BRL Hardy under the Employee Option Plan ("Employee Option Holders").
