Orders of a court or Government Agency. If written notice is given to APD (or the Registry) of an order or direction made by a court of competent jurisdiction or by another Government Agency that:
(a) requires payment to a third party of a sum in respect of Scheme Securities held by a particular Scheme Securityholder, which sum would otherwise be payable to that Scheme Securityholder by APD in accordance with this clause 5, then APD will be entitled to make that payment (or procure that it is made) in accordance with that order or direction; or
(b) prevents APD from making a payment to a particular Scheme Securityholder in accordance with clause 5.2(b), or such payment is otherwise prohibited by applicable law, APD will be entitled to retain an amount, in Australian dollars, equal to the amount of the relevant payment until such time as payment in accordance with this clause 5 is permitted by that order or direction or otherwise by law, and the payment or retention by APD will constitute full discharge of APD's obligations under clause 5.2(b) with respect to the amount so paid or retained until, in the case of clause 5.7(b), it is no longer required to be retained.
Orders of a court or Government Agency. Notwithstanding any other provision of this Scheme Plan, if written notice is given to Arvida prior to the Record Date of an order or direction made by a court of competent jurisdiction or a Government Agency that:
(a) requires Consideration to be provided to a third party in respect of Scheme Shares held by a particular Scheme Shareholder, which would otherwise be payable to that Scheme Shareholder in accordance with clause 4.1(e), Arvida will be entitled to procure, and Xxxxxxxxx will be deemed to have instructed Computershare to ensure, that provision of that Consideration is made in accordance with that order or direction; or
(b) prevents the Consideration from being provided to any particular Scheme Shareholder in accordance with clause 4.1(e), or the payment of such Consideration is otherwise prohibited by applicable law, the payment (equal to the number of Scheme Shares held by that Scheme Shareholder multiplied by the Consideration) will be retained in the Trust Account until such time as provision of the Consideration to the Scheme Shareholder in accordance with clause 4.1(e) or clause 5.5 (as applicable) is permitted by that order or direction or otherwise by law, and such provision or retention (as the case may be) will constitute the full discharge of Stonepeak’s and Arvida’s obligations under clause 4.1(e) with respect to the amount so provided or retained.
Orders of a court or Government Agency. If written notice is given to Vault (or the Share Registry) or Xxxxxxx (or the Xxxxxxx Registry) of an order or direction made by a court of competent jurisdiction or by another Government Agency that:
(a) requires consideration to be provided to a third party (either through payment of a sum or the issuance of a security) in respect of Scheme Shares held by a particular Scheme Shareholder, which would otherwise be payable or required to be issued to that Scheme Shareholder by Vault or Xxxxxxx in accordance with this clause 5, then Vault or Xxxxxxx (as applicable) shall be entitled to procure that provision of that consideration is made in accordance with that order or direction; or
(b) prevents Vault or Xxxxxxx from providing consideration to any particular Scheme Shareholder in accordance with this clause 5, or the payment or issuance of such consideration is otherwise prohibited by applicable law, Vault or Xxxxxxx shall be entitled to (as applicable):
Orders of a court or Government Agency. (a) If written notice is given to Target (or the Target Registry) or Bidder of an order or direction made by a court of competent jurisdiction or by another Government Agency that:
(1) requires consideration to be provided to a third party (either through payment of a sum or the issuance of a security) in respect of Scheme Shares held by a particular Scheme Shareholder, which would otherwise be payable or required to be issued to that Scheme Shareholder in accordance with this clause 5, then Target shall be entitled to procure that provision of that consideration is made in accordance with that order or direction; or
(2) prevents any particular Scheme Shareholder from being provided with consideration in accordance with this clause 5, or the payment or issuance of such consideration is otherwise prohibited by applicable law, Target shall be entitled to retain an amount, in Australian dollars, equal to the number of Scheme Shares held by that Scheme Shareholder multiplied by the Scheme Consideration until such time as provision of the Scheme Consideration in accordance with this clause 5 is permitted by that (or another) order or direction or otherwise by law.
(b) To the extent that amounts are so deducted or withheld in accordance with clause 5.12(a), such deducted or withheld amounts will be treated for all purposes under this Scheme as having been paid to the person in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts are actually remitted as required. 6 Dealings in Target Shares
Orders of a court or Government Agency. If a law requires, or if written notice is given to Newcrest (or the Newcrest Registry) or Newmont (or the Newmont share registry) of an order or direction made by a court of competent jurisdiction or by another Government Agency that:
(a) requires consideration to be provided to a third party (either through payment of a sum or the issuance of a security) in respect of Scheme Shares held by a particular Scheme Shareholder, which would otherwise be payable or required to be issued to that Scheme Shareholder by Newcrest or Newmont in accordance with this clause 5, or which requires an amount to be deducted or withheld from any consideration which would otherwise be payable or provided to a Scheme Shareholder in accordance with this clause 5, then Newcrest or Newmont (as applicable) shall be entitled to procure that provision of that consideration, or deduction or withholding, is made in accordance with that order or direction; or
(b) prevents Newcrest or Newmont from providing consideration to any particular Scheme Shareholder in accordance with this clause 5, or the payment or issuance of such consideration is otherwise prohibited by applicable law, Newcrest or Newmont shall be entitled to (as applicable):
(1) in the case of an Ineligible Foreign Shareholder or other shareholder referred to in clause 5.5, retain an amount, in United States dollars, equal to the relevant shareholder’s share of the Proceeds; or
(2) not to issue (or direct Newmont to issue), or to issue to a trustee or nominee, such number of New Newmont Shares or New Newmont CDIs as that Scheme Shareholder would otherwise be entitled under clause 5.2, until such time as provision of the Scheme Consideration in accordance with this clause 5 is permitted by that (or another) order or direction or otherwise by law. To the extent that amounts are deducted or withheld under or in accordance with this clause 5.6, such deducted or withheld amounts will be treated for all purposes under this Scheme as having been paid to the person in respect of which such deduction or withhold was made.
Orders of a court or Government Agency. If a law requires, or if written notice is given to Newcrest (or the Newcrest Registry) or Newmont (or the Newmont share registry) of an order or direction made by a court of competent jurisdiction or by another Government Agency that: 1 requires consideration to be provided to a third party (either through payment of a sum or the issuance of a security) in respect of Scheme Shares held by a particular Scheme Shareholder, which would otherwise be payable or required to be issued to that Scheme Shareholder by Newcrest or Newmont in accordance with this clause 5, or which requires an amount to be deducted or withheld from any consideration which would otherwise be payable or provided to a Scheme Shareholder in accordance with this clause 5, then Newcrest or Newmont (as applicable) shall be entitled to procure that provision of that consideration, or deduction or withholding, is made in accordance with that order or direction; or 2 prevents Newcrest or Newmont from providing consideration to any particular Scheme Shareholder in accordance with this clause 5, or the payment or issuance of such consideration is otherwise prohibited by applicable law, Newcrest or Newmont shall be entitled to (as applicable): 1 in the case of an Ineligible Foreign Shareholder or other shareholder referred to in clause 5.5, retain an amount, in dollars, equal to the relevant shareholder’s share of the Proceeds; or
Orders of a court or Government Agency. If written notice is given to Asciano (or the Asciano Registry) of an order or direction made by a court of competent jurisdiction or by another Government Agency that:
Orders of a court or Government Agency. If written notice is given to DuluxGroup (or the Share Registry) of an order or direction made by a court of competent jurisdiction or by another Government Agency that:
(a) requires payment to a third party of a sum in respect of Scheme Shares held by a particular Scheme Shareholder, which sum would otherwise be payable to that Scheme Shareholder by DuluxGroup in accordance with this clause 5, then DuluxGroup will be entitled to make that payment (or procure that it is made) in accordance with that order or direction; or
(b) prevents DuluxGroup from making a payment to a particular Scheme Shareholder in accordance with clause 5.2(b), or such payment is otherwise prohibited by applicable law, DuluxGroup will be entitled to retain an amount, in Australian dollars, equal to the amount of the relevant payment until such time as payment in accordance with this clause 5 is permitted by that order or direction or otherwise by law, and the payment or retention by DuluxGroup will constitute full discharge of DuluxGroup's obligations under clause 5.2(b) with respect to the amount so paid or retained until, in the case of clause 5.7(b), it is no longer required to be retained.
Orders of a court or Government Agency. If written notice is given to Japara (or the Japara Registry) or Bidder of an order or direction made by a court of competent jurisdiction or by another Government Agency that:
(a) requires consideration to be provided to a third party (either through payment of a sum or the issuance of a security) in respect of Scheme Shares held by a particular Scheme Shareholder, which would otherwise be payable or required to be issued to that Scheme Shareholder by Japara in accordance with this clause 5, then Japara shall be entitled to procure that provision of that consideration is made in accordance with that order or direction; or
Orders of a court or Government Agency. If written notice is given to OZL (or the Registry) of an order or direction made by a court of competent jurisdiction or by another Government Agency that:
(a) requires payment to a third party of a sum in respect of Scheme Shares held by a particular Scheme Shareholder, which sum would otherwise be payable to that Scheme Shareholder by OZL in accordance with this clause 5, then OZL will be entitled to make that payment (or procure that it is made) in accordance with that order or direction; or
(b) prevents OZL from making a payment to a particular Scheme Shareholder in accordance with clause 5.2(b), or such payment is otherwise prohibited by applicable law, OZL will be entitled to retain an amount, in Australian dollars, equal to the relevant amount until such time as payment in accordance with this clause 5 is permitted by that order or direction or otherwise by law, and the payment or retention by OZL will constitute full discharge of OZL's obligations under clause 5.2(b) with respect to the amount so paid or retained until, in the case of clause 5.7(b), it is no longer required to be retained.
