Newcrest’s obligations Clause Samples

Newcrest’s obligations. Subject to any change of recommendation by the Newcrest Board that is made in accordance with clause 5.4, Newcrest must (at its own expense) take all necessary steps to implement the Scheme as is reasonably practicable in accordance with the Timetable, including each of the following: (a) preparation of Scheme Booklet: subject to clauses 5.3(a) and 5.3(b), prepare and dispatch the Scheme Booklet in accordance with all applicable laws (including the Corporations Act and the Corporations Regulations), RG 60 and the Listing Rules; (b) directors' recommendation: include in the Scheme Booklet a statement by the Newcrest Board: (1) unanimously recommending that Newcrest Shareholders vote in favour of the Scheme in the absence of a Newcrest Superior Proposal and subject to the Independent Expert concluding and continuing to conclude that the Scheme is in the best interests of Newcrest Shareholders; and (2) that each Newcrest Board Member will (in the absence of a Newcrest Superior Proposal and subject to the Independent Expert concluding and continuing to conclude that the Scheme is in the best interests of Newcrest Shareholders) vote, or procure the voting of, any Newcrest Shares held or controlled by them or held on their behalf at the time of the Scheme Meeting in favour of the Scheme at the Scheme Meeting, unless there has been a withdrawal, change, modification or qualification of recommendation made in accordance with clause 5.4; (c) paragraph 411(17)(b) statement: apply to ASIC for the production of: (1) an indication of intent letter stating that it does not intend to appear before the Court on the First Court Date; and (2) a statement under paragraph 411(17)(b) of the Corporations Act stating that ASIC has no objection to the Scheme; (d) Court direction: apply to the Court for orders pursuant to subsection 411(1) of the Corporations Act directing Newcrest to convene the Scheme Meeting;