Common use of Transfer of Scheme Shares Clause in Contracts

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. Subject to this the 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(bclause 5.2(a) and 5.2(c)DuluxGroup having provided Bidder with written confirmation thereof, all of the Scheme Shares, together with all rights and entitlements attaching to them as at the Implementation Date, must be transferred to BidderBidder (or Nominee), without the need for any further act by any Scheme Shareholder (other than acts performed by APN PG DuluxGroup (or any of APN PGDuluxGroup’s directors, officers, or secretaries) as attorney and agent for Scheme Shareholders under clause 8.5), by: (i) APN PGDuluxGroup, 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 (or Nominee) duly executing the Scheme Transfer (as transferee), attending to the stamping of the Scheme Transfer (if required) and delivering it to APN PG DuluxGroup for registration; and (b) immediately following receipt of the Scheme Transfer in accordance with clause 4.2(a), APD DuluxGroup must enter, or procure the entry of, the name of Bidder (or Nominee) in the Security Share Register in respect of all the Scheme Shares transferred to Bidder (or Nominee) 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. Subject to this On the Scheme becoming Effective, on the Implementation Date: (a) subject to New TopCo taking the provision of steps to provide the Scheme Consideration in which it is required to take on the manner contemplated by clauses 5.1, 5.2(b) and 5.2(c)Scheme Implementation Date under clause 4, all of the Scheme Shares, together with all rights and entitlements attaching to them the Scheme Shares as at the Scheme Implementation Date, must will be transferred to Bidder, New TopCo without the need for any further act by any Scheme Shareholder or the Sale Nominee (other than acts performed by APN PG (Allkem or any of APN PG’s directors, officers, or secretaries) its directors and officers as attorney and agent for the Scheme Shareholders and the Sale Nominee under clause 8.5), this Scheme) by: (i) APN PGAllkem delivering to New TopCo a duly completed registrable Scheme Transfer to transfer the Scheme Shares to New TopCo, in which Scheme Transfer has been duly executed by Axxxxx (or any of its capacity directors and officers) as the attorney and agent of the Scheme Shareholders, each Eligible Shareholder as a transferor under clauses 6.2 and 6.4; and (ii) New TopCo duly completing and executing the Scheme Transfer on behalf of the Scheme Shareholders (as transferors), transferee 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 Allkem for registration; and (b) immediately following receipt of the Scheme Transfer in accordance with clause 4.2(a3.2(a)(ii), APD must enter, Allkem must: (i) attend to registration of the Scheme Transfer; and (ii) enter or procure the entry of, of the name and address of Bidder New TopCo in the Security Allkem Share Register in respect of all as the Scheme Shares transferred to Bidder in accordance with this Scheme. The transfer holder 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 SchemeShares.

Transfer of Scheme Shares. Subject to this On the Scheme becoming Effective, on the Implementation Date: (a) subject to New TopCo taking the provision of steps to provide the Scheme Consideration in which it is required to take on the manner contemplated by clauses 5.1, 5.2(b) and 5.2(c)Scheme Implementation Date under clause 4, all of the Scheme Shares, together with all rights and entitlements attaching to them the Scheme Shares as at the Scheme Implementation Date, must will be transferred to Bidder, New TopCo without the need for any further act by any Scheme Shareholder or the Sale Nominee (other than acts performed by APN PG (Allkem or any of APN PG’s directors, officers, or secretaries) its directors and officers as attorney and agent for the Scheme Shareholders and the Sale Nominee under clause 8.5), this Scheme) by: (i) APN PGAllkem delivering to New TopCo a duly completed registrable Scheme Transfer to transfer the Scheme Shares to New TopCo, in which Scheme Transfer has been duly executed by Axxxxx (or any of its capacity directors and officers) as the attorney and agent of the Scheme Shareholders, each Eligible Shareholder as a transferor under clauses 6.2 and 6.4; and (ii) New TopCo duly completing and executing the Scheme Transfer on behalf of the Scheme Shareholders (as transferors), transferee 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 Allkem for registration; and (b) immediately following receipt of the Scheme Transfer in accordance with clause 4.2(a3.2(a)(ii), APD must enter, or procure the entry of, the name of Bidder in the Security Register in respect of all the Scheme Shares transferred Allkem must: (i) attend to Bidder in accordance with this Scheme. The transfer of all registration 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; and