Transfer of Scheme Shares. (a) At the Effective Time, the Scheme Shares (including, for the avoidance of doubt, the Depositary Shares) shall be transferred from the Scheme Shareholders to Parent (or, at Parent’s election, (i) in respect of any or all of the Residual Shares, Parent and (ii) in respect of the Depositary Shares, the DR Nominee) in accordance with the provisions of this Agreement and the Scheme of Arrangement, and the Scheme Shareholders shall cease to have any rights with respect to the Scheme Shares, except their rights, in accordance with the terms of the Scheme of Arrangement, to receive, in exchange for each Scheme Share so transferred, the Share Deliverable. For the avoidance of doubt, the Parties acknowledge that, although the holders of Company ADSs are not Scheme Shareholders by virtue of their holdings of Company ADSs, the Depositary Shares are Scheme Shares to be transferred pursuant to the Scheme of Arrangement and accordingly, immediately following the Effective Time and as an indirect consequence of the Scheme of Arrangement, the holders of Company ADSs shall cease to have any rights with respect to Company ADSs except for the right to receive (in the case of certificated Company ADSs, in exchange for surrendering each Company ADS to the Depositary (or the Depositary Custodian)), an amount of Exchange Shares equal to the Share Deliverable (the “Per ADS Share Deliverable”) subject to the terms and conditions set forth in this Agreement, the Scheme of Arrangement and the Deposit Agreement. As soon as reasonably practicable after the Effective Time, and subject to the stamping of any relevant instruments of transfer (to the extent required), the register of members of the Company will be updated in accordance with this Agreement and the Scheme of Arrangement to reflect the transfer of the Scheme Shares as contemplated hereby and thereby.
(b) Prior to the Closing, Parent shall appoint a commercial bank or trust company reasonably acceptable to the Company (the “Exchange Agent”) and enter into an exchange agent agreement with the Exchange Agent reasonably acceptable to the Company. At or as promptly as practicable following the Effective Time (and in any event no later than the Business Day following the Effective Time if the Company provides, by 9:00 a.m., New York City time, on the Effective Date, evidence that the Effective Time has occurred, or if the Company provides such evidence after 9:00 a.m., New York City time, on the Effective Date, no later than th...
Transfer of Scheme Shares. Subject to this Scheme becoming Effective, on the Implementation Date:
(a) subject to the provision of the Scheme Consideration in the manner contemplated by clauses 5.1, 5.2(b) and 5.2(c), all of the Scheme Shares, together with all rights and entitlements attaching to them as at the Implementation Date, must be transferred to Bidder, without the need for any further act by any Scheme Shareholder (other than acts performed by APN PG (or any of APN PG’s directors, officers, or secretaries) as attorney and agent for Scheme Shareholders under clause 8.5), by:
(i) APN PG, in its capacity as the attorney and agent of the Scheme Shareholders, duly completing and executing the Scheme Transfer on behalf of the Scheme Shareholders (as transferors), and delivering it to Bidder; and
(ii) Bidder duly executing the Scheme Transfer (as transferee), attending to the stamping of the Scheme Transfer (if required) and delivering it to APN PG for registration; and
(b) immediately following receipt of the Scheme Transfer in accordance with clause 4.2(a), APD must enter, or procure the entry of, the name of Bidder in the Security Register in respect of all the Scheme Shares transferred to Bidder in accordance with this Scheme. The transfer of all of the Scheme Shares to Bidder in accordance with this clause 4.2 must occur simultaneously with the transfer to Bidder of all of the Trust Scheme Units under the Trust Scheme.
Transfer of Scheme Shares. On the Implementation Date:
Transfer of Scheme Shares. Subject to this Scheme becoming Effective:
(a) on or before 10.00am on the Implementation Date, and subject to Vocus fulfilling its obligations under clauses 4.3 and 5.5, all of the Scheme Shares, together with all rights and entitlements attaching to the Scheme Shares at the Implementation Date, must be transferred to Vocus without the need for any further act by any Scheme Shareholder, by M2 effecting a valid transfer or transfers of the Scheme Shares to Vocus under section 1074D of the Corporations Act or, if that procedure is not available for any reason, by:
(i) M2 delivering to Vocus a duly completed Scheme Share Transfer executed by M2 (as transferor) acting as the attorney and agent of each Scheme Shareholder under clause 8.1; and
(ii) Vocus duly executing the Scheme Share Transfer (as transferee), attending to the stamping of the Scheme Share Transfer (if required) and delivering it to M2 for registration; and
(b) on the Implementation Date, immediately after receipt of the Scheme Share Transfer from Vocus under clause 4.2(a)(ii) or the transfer being effected under section 1074D of the Corporations Act (as the case may be), M2 must enter, or procure the entry of, the name of Vocus in the M2 Register in respect of all of the Scheme Shares.
Transfer of Scheme Shares. (A) Upon and with effect from the Effective Time, Parent and, if Parent so elects, a DR Nominee shall, in accordance with sub-clause 1(B), acquire all of the Scheme Shares fully paid up, free from all Liens (other than transfer restrictions arising under applicable securities laws), and together with all rights at the Effective Time or thereafter attached or relating thereto, including voting rights and the right to receive and retain all dividends and other distributions (if any) and any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) thereon.
(B) For the purposes of such acquisition,
(i) the Depositary Shares shall be transferred at Parent’s election either to:
(a) Parent; and/or
(b) a DR Xxxxxxx, as nominee for [•] (the “DR Depositary”) which shall hold the Depositary Shares on behalf of Parent in accordance with the terms of the applicable deposit agreement appointing the DR Depositary, by means of a form (or forms) of transfer or other instrument(s) or instruction(s) of transfer (and, upon any such transfer to the DR Nominee the DR Depositary shall issue one or more depositary receipts in respect of such shares to Parent);
(ii) the Residual Shares shall be transferred to Parent by means of a separate form (or forms) of transfer or other separate instrument (or instruments) or instruction (or instructions) of transfer; and
(iii) in order to give effect to such transfer(s) any person may be appointed by Parent as attorney and/or agent and shall be authorised as such attorney and/or agent on behalf of each of the relevant holder of Scheme Shares to execute and deliver as transferor a form or forms of transfer or other instrument(s) or instruction(s) of transfer (whether as a deed or otherwise) of such Scheme Shares and every form, instrument or instruction of transfer so executed or instruction given shall be as effective as if it had been executed or given by the holder or holders of the Scheme Shares thereby transferred. Each such form of transfer or other instrument or instruction shall be deemed to be the principal instrument of transfer of the relevant Scheme Shares and the equitable or beneficial interest in the Scheme Shares shall only be transferred together with the legal interest in such Scheme Shares, pursuant to such form, instruction or instrument of transfer.
(C) Pending the transfer of the Scheme Shares pursuant to sub-clause 1(A) and sub-clause 1(B) on the Effective Date and the...
Transfer of Scheme Shares. On the Implementation Date:
(a) subject to the provision of the Scheme Consideration in the manner contemplated by clauses 4.4 and 4.5 and Bidder having provided Target with written confirmation thereof, all of the Scheme Shares will, together with all rights and entitlements attaching to the Scheme Shares, be transferred to Bidder without the need for any further act by any Scheme Shareholder (other than acts performed by Target or its directors as attorney or agent for Scheme Shareholders under this Scheme) by:
(i) Target delivering to Bidder a completed Scheme Transfer duly executed on behalf of the Scheme Shareholders in accordance with clause 7.1 of this Scheme; and
(ii) Bidder delivering to Target a completed Scheme Transfer, duly executed by Xxxxxx, and attending to the stamping of the Scheme Transfer (if required); and
(b) immediately following receipt of the Scheme Transfer in accordance with clause 4.3(a), Target must enter, or procure the entry of, the name and address of Bidder in the Target Share Register as the holder of all of the Scheme Shares.
Transfer of Scheme Shares. (a) Subject to this Scheme becoming Effective in accordance with clause 4.1, the following actions will occur (in the order set out below) on the Implementation Date:
(i) on or before 3.00pm on the Implementation Date, and in consideration for the transfer of the Scheme Shares to APL as RE of APT under this Scheme, APA must (subject to clause 4.2(b) and clause 5.8(a)) provide the Scheme Consideration to each Scheme Shareholder for each Scheme Share that is held by the Scheme Shareholders as at the Record Date in accordance with clause 5.8,
(ii) subject to APA fulfilling its obligations under clauses 4.2(a)(i) and 5.8 (subject to clause 4.2(b)), all of the Scheme Shares, together with all rights and entitlements attaching to the Scheme Shares at the Implementation Date, must be transferred to APL as RE of APT without the need for any further act by any Scheme Shareholder (other than acts performed by Envestra or any of its directors or officers as attorney and agent for Scheme Shareholders under clause 7.6), by Envestra effecting a valid transfer or transfers of the Scheme Shares to APL as RE of APT under section 1074D of the Corporations Act or, if that procedure is not available for any reason by:
(A) Envestra delivering to APL as RE of APT a duly completed and executed Scheme Transfer; and
(B) APL as RE of APT duly executing and delivering the Scheme Transfer to Envestra for registration; and
(iii) immediately after receipt of the duly executed Scheme Transfer from APL as RE of APT under clause 4.2(a)(ii)(B), Envestra must enter, or must procure the entry of, the name and address of APL as RE of APT in the Envestra Register as the holder of the Scheme Shares.
(b) Notwithstanding any other provision of this Scheme (including clause 5.8), while:
Transfer of Scheme Shares. Subject to the Scheme becoming Effective and the payment of the Scheme Consideration in accordance with clauses 4.5 to 4.6, on the Implementation Date the Scheme Shares, together with all rights and entitlements attaching to them as at the Implementation Date, will be transferred to Bidder without the need for any further act by any Scheme Shareholder by:
Transfer of Scheme Shares. (A) Upon and with effect from the Scheme Effective Time, Ensco and/or a DR Nominee shall, in accordance with sub-clause 1(B), acquire all the Scheme Shares with full title guarantee, free from all liens, equities, charges, encumbrances and other interests, and together with all rights at the Scheme Effective Time or thereafter attached thereto, including voting rights and the right to receive and retain all dividends and other distributions (if any) made, paid or declared after the Scheme Effective Time with a record date on or after the Effective Date.
(B) For the purposes of such acquisition:2
(i) the Cede Shares shall be transferred at Ensco’s election either to:
(a) Ensco; and/or
(b) a DR Nominee, as nominee for [Computershare Trustees (Jersey) Limited] (the “CS Depositary”), by means of a form of transfer and the CS Depositary shall issue depositary receipts in respect of such to [Computershare Trust Company, N.A. to be held on bare trust for] Ensco;
(ii) the Residual Shares shall be transferred to Ensco by means of a separate form of transfer; and
Transfer of Scheme Shares. Subject to this Scheme becoming Effective in accordance with clause 4.1, the following actions must occur (in the order set out below) on the Implementation Date: 1 subject to the provision of the Scheme Consideration in the manner contemplated by clause 5.2, the Scheme Shares, together with all rights and entitlements attaching to the Scheme Shares as at the Implementation Date, must be transferred to Newmont Overseas, without the need for any further act by any Scheme Shareholder (other than acts performed by Newcrest or any of its directors or officers as attorney and agent for Scheme Shareholders under clause 9.5), by 1 Newcrest delivering to Newmont Overseas a separate, duly completed Scheme Transfer for each of the Australian Register, Canadian Register and the PNG Register, executed on behalf of the Scheme Shareholders (as transferors) by Xxxxxxxx; and 2 Newmont Overseas duly executing each Scheme Transfer (as transferee), attending to the stamping of each Scheme Transfer (if required) and delivering it to Newcrest for registration; 2 immediately following receipt of each duly executed Scheme Transfer in accordance with clause 4.2(a)(2), but subject to the stamping of each Scheme Transfer (if required), Newcrest must enter, or procure the entry of, the name of Newmont Overseas in the Newcrest Share Register as the registered holder of all the Scheme Shares on the Newcrest Share Register transferred to Newmont in accordance with this Scheme; and 3 the Scheme Shares (including all rights and entitlements attaching to the Scheme Shares) transferred under this Scheme to Newmont Overseas will, at the time of transfer of them to Newmont Overseas, vest in Newmont Overseas free from all mortgages, charges, liens, encumbrances, pledges, security interests (including any Security Interests) and interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind. 5 Scheme Consideration 1 On or before the Implementation Date, in consideration for the transfer of Scheme Shares to Newmont Overseas under this Scheme: 1 each Scheme Shareholder will be entitled to receive the Scheme Consideration in respect of the Scheme Shares held by that Scheme Shareholder; and
