Common use of Scheme Shareholders’ agreements and warranties Clause in Contracts

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. (a) Each Scheme Shareholder irrevocablyShareholder: (i1) agrees to the transfer of their Scheme Shares, Target Shares together with all rights and entitlements attaching to those shares, to Xxxxxxx Target Shares in accordance with this Scheme; (ii2) agrees to the variation, cancellation or modification of the rights attached to their Scheme Target Shares constituted by or resulting from this Scheme; (iii3) agrees to, on the direction of the XxxxxxxBidder, destroy any holding statements or share certificates relating to their Scheme Target Shares; (iv4) entitled to receive Scrip Consideration under the Scheme, agrees to become a member of Xxxxxxx Bidder and to be bound by the terms of the constitution of Xxxxxxx;Bidder; and (v5) acknowledges and agrees that this Scheme binds Vault Target and all Scheme Shareholders (including those who did do not attend the Scheme Meeting Meetings and those who did do not vote, or voted vote against this Scheme, at the Scheme MeetingMeetings); 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 XxxxxxxTarget and Bidder on the Implementation Date, and appointed and authorised Vault Target as its attorney and agent to warrant to XxxxxxxBidder on the Implementation Date, that: (i1) all their Scheme its Target Shares (including any rights and entitlements attaching to their Scheme Sharesthose shares) which are transferred under this Scheme will, at the time date of transfer of them to Xxxxxxxtransfer, be fully paid and free from all: (A) all 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) , and restrictions on transfer of any kind; (ii2) they have it has full power and capacity to transfer their Scheme its Target Shares to Xxxxxxx Bidder together with any rights and entitlements attaching to those Scheme Sharesshares; and (iii3) as at the Record Date, they have it has no existing right to be issued any other Scheme Shares Target Shares, Target options, Target performance rights, Target convertible notes or any other form of Vault Target securities, and Xxxxx . (c) Target undertakes that it will provide the warranties in clause 8.2(b) to give such warranties to Xxxxxxx Bidder as agent and attorney of each Scheme Shareholder.

Scheme Shareholders’ agreements and warranties. (a) Each Scheme Shareholder irrevocablyShareholder: (i1) agrees to for all purposes to: (A) the transfer of their Scheme Shares, Newcrest Shares together with all rights and entitlements attaching to those shares, to Xxxxxxx Newcrest Shares in accordance with this Scheme; (iiB) agrees to the variation, cancellation or modification (if any) of the rights attached to their Scheme Newcrest Shares constituted by or resulting from this Scheme; (iiiC) agrees to, on the direction of the XxxxxxxNewmont, destroy any share certificates or holding statements relating to their Scheme Newcrest Shares; (iv2) that is issued New Newmont Shares or New Newmont CDIs, agrees to become a member of Xxxxxxx Newmont and to be bound by the terms certificate of the constitution incorporation, by-laws and other constituent documents of XxxxxxxNewmont; (v3) who holds their Newcrest Shares in a CHESS Holding, agrees to the conversion of those Newcrest Shares to an Issuer Sponsored Holding and irrevocably authorises Newcrest to do anything necessary or expedient (whether required by the Settlement Rules or otherwise) to effect or facilitate such conversion; and (4) acknowledges and agrees that this Scheme binds Vault Newcrest and all Scheme Shareholders (including those who did do not attend the Scheme Meeting and those who did do not vote, or voted vote against this Scheme, at the Scheme Meeting); and (vi) consents to Vault , in each case, irrevocably and Xxxxxxx doing all things and executing all deeds, instruments, transfers or other documents as may be necessary, incidental or expedient to without the implementation and performance of this Scheme,need for any further act by the Scheme Shareholder. (b) Each Scheme Shareholder is taken to have warranted to XxxxxxxNewcrest and Newmont Overseas on the Implementation Date, and appointed and authorised Vault Newcrest as its attorney and agent to warrant to XxxxxxxNewmont Overseas on the Implementation Date, that: (i1) all their Scheme Newcrest Shares (including any rights and entitlements attaching to their Scheme Sharesthose shares) which are transferred to Newmont Overseas under this Scheme will, at the time of transfer of them to XxxxxxxNewmont Overseas, be fully paid and free from all: (A) all 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)Security Interests) and interests of third parties of any kind, whether legal or otherwise; and (B) , and restrictions on transfer of any kind; (ii2) they have full power and capacity to sell and transfer their Scheme Newcrest Shares to Xxxxxxx Newmont Overseas under this Scheme together with any rights and entitlements attaching to those Scheme Sharesshares; and (iii3) as at the Record Date, they have no existing right to be issued any other Scheme Shares Newcrest Shares, or any options, performance rights, securities or other form of Vault securitiesinstruments exercisable, and Xxxxx or convertible, into Newcrest Shares. (c) Newcrest undertakes that it will provide such warranty in clause 9.2(b) to give such warranties to Xxxxxxx Newmont Overseas as agent and attorney of each Scheme Shareholder.

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 XxxxxxxDamstra, 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 XxxxxxxDamstra, 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 Damstra as agent and attorney of each Scheme Shareholder.

Scheme Shareholders’ agreements and warranties. (a) Each Scheme Shareholder irrevocablyShareholder: (i) agrees to the transfer of their Scheme Shares, Shares together with all rights and entitlements attaching to those shares, to Xxxxxxx shares 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 XxxxxxxBidder, destroy any share certificates relating to their Scheme Shares;; and (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 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); 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 XxxxxxxBidder, and appointed and authorised Vault Target as its attorney and agent to warrant to XxxxxxxBidder, 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 XxxxxxxBidder, 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 Properties Securities Act 2009 (Cth)) 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 Xxxxxxx Bidder together with any rights and entitlements attaching to those Scheme Shares; andshares. (iii) as at the Scheme Record Date, they have it has no existing right to be issued any other Scheme Shares or any other form of Vault Target securities, and Xxxxx . Target undertakes that it will provide such warranty to give such warranties to Xxxxxxx Bidder as agent and attorney of each Scheme Shareholder.

Scheme Shareholders’ agreements and warranties. (a) Each Scheme Shareholder irrevocablyShareholder: (i1) agrees to the transfer of their Scheme Shares, TPG Shares together with all rights and entitlements attaching to those shares, to Xxxxxxx TPG Shares in accordance with this Scheme; (ii2) agrees to the variation, cancellation or modification of the rights attached to their Scheme TPG Shares constituted by or resulting from this Scheme; (iii3) agrees to, on the direction of the XxxxxxxVHA, destroy any holding statements or share certificates relating to their Scheme TPG Shares; (iv4) agrees to become a member of Xxxxxxx VHA and to be bound by the terms of the constitution of XxxxxxxVHA; (v5) who holds their TPG Shares in a CHESS Holding agrees to the conversion of those TPG Shares to an Issuer Sponsored Holding and irrevocably authorises TPG to do anything necessary or expedient (whether required by the Settlement Rules or otherwise) to effect or facilitate such conversion; and (6) acknowledges and agrees that this Scheme binds Vault TPG and all Scheme Shareholders (including those who did do not attend the Scheme Meeting and those who did do not vote, or voted vote 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 XxxxxxxTPG and VHA on the Implementation Date, and appointed and authorised Vault TPG as its attorney and agent to warrant to XxxxxxxVHA on the Implementation Date, that: (i1) all their Scheme TPG Shares (including any rights and entitlements attaching to their Scheme Sharesthose shares) which are transferred under this Scheme will, at the time date of transfer of them to Xxxxxxxtransfer, be fully paid and free from all: (A) all mortgages, charges, liens, encumbrances, pledges, security interests (including any '‘security interests' ’ within the meaning of section 12 of the Personal Property Securities Act 2009 Xxx 0000 (Cth)) and interests of third parties of any kind, whether legal or otherwise; and (B) , and restrictions on transfer of any kind; (ii) , and that they have full power and capacity to transfer their Scheme TPG Shares to Xxxxxxx VHA together with any rights and entitlements attaching to those shares. TPG undertakes that it will provide such warranty to VHA as agent and attorney of each Scheme SharesShareholder; and (iii2) as at the Record Date, they have it has no existing right to be issued any other Scheme TPG Shares or any other form of Vault TPG securities, and Xxxxx . TPG undertakes that it will provide such warranty to give such warranties to Xxxxxxx VHA as agent and attorney of each Scheme Shareholder.