Scheme Shareholders’ agreements and warranties. (a) Each Scheme Shareholder irrevocably:
(i) agrees to the transfer of their Scheme Shares, together with all rights and entitlements attaching to those shares, to Xxxxxxx in accordance with this Scheme;
(ii) agrees to the variation, cancellation or modification of the rights attached to their Scheme Shares constituted by or resulting from this Scheme;
(iii) agrees to, on the direction of the Xxxxxxx, destroy any share certificates relating to their Scheme Shares;
(iv) agrees to become a member of Xxxxxxx and to be bound by the terms of the constitution of Xxxxxxx;
(v) acknowledges and agrees that this Scheme binds Vault and all Scheme Shareholders (including those who did not attend the Scheme Meeting and those who did not vote, or voted against this Scheme, at the Scheme Meeting); and
(vi) consents to Vault and Xxxxxxx doing all things and executing all deeds, instruments, transfers or other documents as may be necessary, incidental or expedient to the implementation and performance of this Scheme,
(b) Each Scheme Shareholder is taken to have warranted to Xxxxxxx, and appointed and authorised Vault as its attorney and agent to warrant to Xxxxxxx, that:
(i) all their Scheme Shares (including any rights and entitlements attaching to their Scheme Shares) which are transferred under this Scheme will, at the time of transfer of them to Xxxxxxx, be fully paid and free from all:
(A) mortgages, charges, liens, encumbrances, pledges, security interests (including any 'security interests' within the meaning of section 12 of the Personal Property Securities Act 2009 (Cth)) and interests of third parties of any kind, whether legal or otherwise; and
(B) restrictions on transfer of any kind;
(ii) they have full power and capacity to transfer their Scheme Shares to Xxxxxxx together with any rights and entitlements attaching to those Scheme Shares; and
(iii) as at the Record Date, they have no existing right to be issued any other Scheme Shares or any other form of Vault securities, and Xxxxx undertakes to give such warranties to Xxxxxxx as agent and attorney of each Scheme Shareholder.
Scheme Shareholders’ agreements and warranties. Each Scheme Shareholder:
Scheme Shareholders’ agreements and warranties. (a) Each Scheme Shareholder:
(i) agrees to the transfer of their Scheme Shares together with all rights and entitlements attaching to those Scheme Shares (other than any right to receive the Permitted Distribution and, if relevant, the Further Distribution) in accordance with this Scheme;
(ii) agrees to the variation, cancellation or modification of the rights attached to their Scheme Shares constituted by or resulting from this Scheme;
Scheme Shareholders’ agreements and warranties. Each Scheme Shareholder:
(a) irrevocably agrees to the transfer of their Scheme Shares together with all rights and entitlements attaching to those Scheme Shares in accordance with this Scheme;
(b) irrevocably agrees to the variation, cancellation or modification of the rights attached to their Scheme Shares constituted by or resulting from this Scheme;
(c) irrevocably agrees to, on the direction of the Bidder, destroy any holding statements or share certificates relating to their Scheme Shares; and
(d) is deemed to have warranted to the Bidder and, to the extent enforceable, appointed and authorised the Target as its agent to warrant to the Bidder that all its Scheme Shares (including any rights and entitlements attaching to those Scheme Shares) will, at the date of the transfer of them to the Bidder, be fully paid and free from all security interests including mortgages, charges, liens, encumbrances, pledges, Security Interests and interests of third parties of any kind, whether legal or otherwise, and from any restrictions on transfer of any kind, and that it has full power and capacity to sell and to transfer those Scheme Shares together with any rights and entitlements attaching to such shares to the Bidder under this Scheme.
Scheme Shareholders’ agreements and warranties. (a) Each Scheme Shareholder:
(i) agrees to the transfer of their Target Shares together with all rights and entitlements attaching to those shares in accordance with this Scheme;
(ii) agrees to the variation, cancellation or modification of the rights attached to their Target Shares constituted by or resulting from this Scheme; and
(iii) acknowledges that this Scheme binds Target and all Scheme Shareholders (including those who did not attend the Scheme Meeting and those who did not vote, or voted against this Scheme, at the Scheme Meeting).
(b) Each Scheme Shareholder is taken to have warranted to Nominee, and appointed and authorised Target as its attorney and agent to warrant to Nominee, that:
(i) all their Scheme Shares (including any rights and entitlements attaching to those shares) which are transferred under this Scheme will, at the date of transfer, be fully paid and free from all:
(A) mortgages, charges, liens, encumbrances, pledges, security interests and interests of third parties of any kind, whether legal or otherwise; and
(B) restrictions on transfer of any kind; and
(ii) they have full power and capacity to transfer their Scheme Shares to Nominee together with any rights attaching to those shares.
Scheme Shareholders’ agreements and warranties. (a) Each Scheme Shareholder:
(i) agrees to the transfer of their Vicwest Shares together with all rights and entitlements attaching to those Vicwest Shares in accordance with this Scheme;
(ii) agrees to the variation, cancellation or modification of rights attached to their Vicwest Shares constituted by or resulting from this Scheme;
(iii) agrees to become a shareholder in Bendigo Telco and to be bound by the constitution of Bendigo Telco; and
(iv) acknowledges that this Scheme binds Vicwest and all Scheme Shareholders (including those who do not attend the Scheme Meeting or who do not vote, or vote against the Scheme).
(b) Each Scheme Shareholder is taken to have warranted to Vicwest and Bendigo Telco, and appointed Vicwest as its attorney and agent to warrant to Bendigo Telco, that all their Vicwest Shares (including any rights and entitlements attaching to those shares) which are transferred under the Scheme will, at the date of transfer, be fully paid and free from all mortgages, charges, liens, encumbrances, pledges, security interests and interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind, and that they have full power and capacity to transfer their Vicwest Shares to Bendigo Telco together with any rights attaching to those shares. Vicwest undertakes that it will provide such warranty to Bendigo Telco as agent and attorney of each Scheme Shareholder.
