Status of Scheme Shares. (a) To the extent permitted by law, the Scheme Shares transferred under this Scheme will be transferred free from all mortgages, charges, liens, encumbrances and interests of third parties of any kind, whether legal or otherwise.
(b) Each Scheme Shareholder is deemed to have warranted to M2, and appointed and authorised M2 as its attorney and agent to warrant to Vocus, that all their Scheme Shares (including any rights and entitlements attaching to those Scheme Shares) transferred to Vocus under this Scheme will, at the date of transfer, be fully paid and free from mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind, whether legal or otherwise, and that they have full power and capacity to sell and transfer their M2 Shares (including any rights and entitlements attaching to those shares) to Vocus under this Scheme.
Status of Scheme Shares. (a) Each Scheme Shareholder is deemed to have warranted to TABCORP and to TABCORP Acquirer that all their Scheme Shares (including any rights and entitlements attaching to those shares) transferred to TABCORP Acquirer under the Ordinary Scheme will, as at the date of the transfer, be fully paid and free from all mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind, whether legal or otherwise, and that they have full power and capacity to sell and to transfer their Scheme Shares (including any rights and entitlements attaching to those shares) to TABCORP Acquirer under the Ordinary Scheme.
(b) The Scheme Shares transferred to TABCORP Acquirer under the Ordinary Scheme will be transferred free from all mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind, whether legal or otherwise, that will bind TABCORP Acquirer.
(c) Pending registration by Jupiters of the name and address of TABCORP Acquirer in the Jupiters Share Register as the holder of the Scheme Shares:
(i) TABCORP Acquirer will be beneficially entitled to the Scheme Shares transferred to it under the Ordinary Scheme; and
(ii) each Scheme Shareholder irrevocably appoints TABCORP Acquirer as its sole proxy and, where appropriate, its corporate representative to attend shareholders' meetings of Jupiters, exercise the votes attached to the Scheme Shares registered in the name of the Scheme Shareholder and sign any shareholders' resolution of Jupiters, and the Scheme Shareholder may not itself attend or vote at any such meetings or sign any such resolutions, whether in person, by proxy or by corporate representative.
Status of Scheme Shares. (a) To the extent permitted by Law, the Scheme Shares transferred to URI under this Scheme will be transferred free from all mortgages, charges, liens, encumbrances and interests of third parties of any kind, whether legal or otherwise.
(b) Each Scheme Shareholder is deemed to have warranted to Anatolia, and appointed and authorised Anatolia as its attorney and agent to warrant to URI, that all their Scheme Shares (including any rights and entitlements attaching to those shares) transferred to URI under this Scheme will, at the date of transfer, be fully paid and free from mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind, whether legal or otherwise, and that they have full power and capacity to sell and transfer their Scheme Shares (including any rights and entitlements attaching to those shares) to URI under this Scheme.
Status of Scheme Shares. (a) To the extent permitted by law, the Scheme Shares transferred under the Scheme will be transferred free from all mortgages, charges, liens, encumbrances and interests of third parties of any kind, whether legal or otherwise.
(b) Each Scheme Shareholder is deemed to have warranted to SunRice and Ebro and appointed and authorised SunRice as its attorney and agent to warrant to Ebro, that all their Shares (including any rights and entitlements attaching to those shares) transferred to Ebro under this Scheme will, at the date of transfer, be fully paid and free from mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind, whether legal or otherwise, and restrictions of transfer of any kind and that they have full power and capacity to sell and transfer their Shares (including any rights and entitlements attaching to those shares) to Ebro under this Scheme.
