Common use of Transfer of the Scheme Shares Clause in Contracts

Transfer of the Scheme Shares. 1.1 Upon and with effect from the Effective Time, either: (i) CommScope; (ii) CommScope BidCo; or (iii) a DR Nominee (as applicable) shall, in accordance with paragraph 1.2, acquire all of the Scheme Shares fully paid, with full title guarantee, free from all Encumbrances and together with all rights at the Effective Time or thereafter attached thereto, including the right to receive and retain all dividends and other distributions declared, paid or made thereon (if any). 1.2 For the purposes of the acquisition: 1.2.1 the Cede Shares shall be transferred at CommScope’s election either to: (i) CommScope; (ii) CommScope BidCo; or (iii) a DR Nominee, as nominee for [•] (the “DR Depositary”) by means of a form of transfer (and the DR Depositary shall issue depositary receipts in respect of such to [[•] to be held on bare trust for] CommScope); 1.2.2 the Residual Shares shall be transferred either to: (i) CommScope; or (ii) CommScope BidCo by means of a separate form of transfer; and 1.2.3 to give effect to such transfers, any person may be appointed by CommScope as attorney or agent and shall be authorised as such attorney or agent on behalf of the holders of Scheme Shares to execute and deliver as transferor such forms of transfer in respect of any Scheme Shares and every form of transfer so executed shall be as effective as if it had been executed or given by the holder or holders of the Scheme Shares thereby transferred. Such forms of transfer shall (upon its execution and delivery) be deemed to be the principal instrument of transfer of the Scheme Shares. 1.3 Pending the transfer of the Scheme Shares pursuant to Paragraphs 1.1 and 1.2 of this Scheme, each Scheme Shareholder irrevocably: 1.3.1 appoints CommScope (or its nominee(s)) as its attorney to exercise (in place of and to the exclusion of the relevant Scheme Shareholder) any voting rights attached to the Scheme Shares and any or all other rights and privileges attaching to the Scheme Shares; 1.3.2 appoints CommScope (or its nominee(s)) as its attorney to sign any consent to short notice of any general or separate class meeting of ARRIS and on their behalf to execute a form of proxy in respect of such Scheme Shares appointing any person nominated by CommScope to attend general and separate class meetings of ARRIS; and 1.3.3 authorises ARRIS to send to CommScope any notice, circular, warrant or other document or communication which ARRIS sends to its shareholders or any class thereof, such that from the Effective Time, no Scheme Shareholder shall be entitled to exercise any voting rights attached to the Scheme Shares, or any other rights or privileges attaching to the Scheme Shares.

Transfer of the Scheme Shares. 1.1 Upon and with effect from the Effective Time, either: Purchaser (i) CommScope; (ii) CommScope BidCo; or (iii) a DR Nominee (as applicableits nominee) shall, in accordance with paragraph 1.2, acquire all of the Scheme Shares fully paid, with full title guarantee, free from all Encumbrances 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 declared, paid or made thereon (if any)) and any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) thereon. 1.2 For the purposes of the such acquisition: 1.2.1 the Cede Scheme Shares shall be transferred at CommScope’s election either to: to Purchaser (ior its nominee) CommScope; (ii) CommScope BidCo; or (iii) a DR Nominee, as nominee for [•] (the “DR Depositary”) and such transfer shall be effected by means of a form of transfer (and the DR Depositary shall issue depositary receipts in respect of such to [[•] to be held on bare trust for] CommScope); 1.2.2 the Residual Shares shall be transferred either to: (i) CommScope; or (ii) CommScope BidCo by means of a separate form other instrument or instruction of transfer, including for the avoidance of doubt any stock transfer form or block transfer (or any number of the foregoing); and 1.2.3 1.2.2 to give effect to such transferstransfer(s), any person may be appointed by CommScope as Puxxxxxxx xs attorney or agent and shall be authorised as such attorney or agent on behalf of each of the holders of Scheme Shares Shareholders concerned to execute and deliver as transferor such forms form(s) of transfer in respect or other instrument(s) or instruction(s) of transfer of, or otherwise give any instruction(s) to transfer, the Scheme Shares and every form form, instrument or instruction of transfer so executed or instruction so given shall be as effective as if it had been executed or given by the holder or holders of the Scheme Shares thereby transferred. Such forms Each such form of transfer or other instrument or instruction shall (upon its execution and delivery) 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. 1.3 Pending From the Effective Time and pending the transfer of the Scheme Shares pursuant to Paragraphs paragraphs 1.1 and 1.2 of this Scheme1.2, each Scheme Shareholder irrevocablyShareholder: 1.3.1 irrevocably appoints CommScope Purchaser (or and/or each of its nominee(s)agents and directors) as its attorney and/or agent: 1.3.1.1 to exercise or direct the exercise of (in place of and to the exclusion of the relevant Scheme Shareholder) any voting rights attached to the Scheme Shares and any or all other rights and privileges attaching to the Scheme Shares;Shares (including the right to requisition the convening of a general meeting of the Company or of any class of its shareholders); and 1.3.2 appoints CommScope (or its nominee(s)) as its attorney 1.3.1.2 to sign on behalf of such Scheme Shareholder such documents, and to do such things, as may, in the opinion of Purchaser and/or each of its agents and directors (in each case acting reasonably), be necessary or desirable in connection with the exercise of any voting rights and any or all rights and privileges attaching to such Scheme Shares (including, without limitation, any consent to short notice of any a general or separate class meeting or form of ARRIS and on their behalf to execute a form proxy or forms of proxy in respect of such Scheme Shares appointing any person nominated by CommScope to Puxxxxxxx xo attend general and separate class meetings of ARRIS; andthe Company); 1.3.3 1.3.2 authorises ARRIS the Company and/or its agents to send to CommScope Purchaser any notice, circular, warrant or other document or communication which ARRIS sends may be required to its shareholders be sent to them as a Member (including any share certificate(s) or other document(s) of title issued as a result of any class thereof, such that from the Effective Time, no conversion of their Scheme Shareholder shall be entitled Shares into certificated form); and 1.3.3 agrees not to exercise any voting rights attached to the Scheme Shares, votes or any other rights or privileges attaching to the relevant Scheme SharesShares without the consent of Purchaser, and irrevocably undertakes not to appoint a proxy or representative for or to attend any general meeting or separate class meeting of the Company. 1.4 The authorities granted by each Scheme Shareholder pursuant to paragraph 1.2 and paragraph 1.3 shall be treated for all purposes as having been granted by deed. 1.5 The Company shall, subject to the stamping of any relevant forms of transfer or instruments or instructions of transfer, including for the avoidance of doubt any stock transfer form or block transfer, register, or procure the registration of, any transfer(s) of shares effected in accordance with paragraphs 1.1 and 1.2.

Transfer of the Scheme Shares. 1.1 Upon and with effect from the Effective Time, either: (i) CommScope; (ii) CommScope BidCo; or (iii) a DR Nominee (as applicable) shall, in accordance with paragraph 1.2, acquire all of the Scheme Shares fully paid, with full title guarantee, free from all Encumbrances and together with all rights at the Effective Time or thereafter attached thereto, including the right to receive and retain all dividends and other distributions declared, paid or made thereon (if any). 1.2 For the purposes of the acquisition: 1.2.1 the Cede Shares shall be transferred at CommScope’s 's election either to: (i) CommScope; (ii) CommScope BidCo; or (iii) a DR Nominee, as nominee for [•●] (the “"DR Depositary”") by means of a form of transfer (and the DR Depositary shall issue depositary receipts in respect of such to [[•●] to be held on bare trust for] CommScope); 1.2.2 the Residual Shares shall be transferred either to: (i) CommScope; or (ii) CommScope BidCo by means of a separate form of transfer; and 1.2.3 to give effect to such transfers, any person may be appointed by CommScope as attorney or agent and shall be authorised as such attorney or agent on behalf of the holders of Scheme Shares to execute and deliver as transferor such forms of transfer in respect of any Scheme Shares and every form of transfer so executed shall be as effective as if it had been executed or given by the holder or holders of the Scheme Shares thereby transferred. Such forms of transfer shall (upon its execution and delivery) be deemed to be the principal instrument of transfer of the Scheme Shares. 1.3 Pending the transfer of the Scheme Shares pursuant to Paragraphs 1.1 and 1.2 of this Scheme, each Scheme Shareholder irrevocably: 1.3.1 appoints CommScope (or its nominee(s)) as its attorney to exercise (in place of and to the exclusion of the relevant Scheme Shareholder) any voting rights attached to the Scheme Shares and any or all other rights and privileges attaching to the Scheme Shares; 1.3.2 appoints CommScope (or its nominee(s)) as its attorney to sign any consent to short notice of any general or separate class meeting of ARRIS and on their behalf to execute a form of proxy in respect of such Scheme Shares appointing any person nominated by CommScope to attend general and separate class meetings of ARRIS; and 1.3.3 authorises ARRIS to send to CommScope any notice, circular, warrant or other document or communication which ARRIS sends to its shareholders or any class thereof, such that from the Effective Time, no Scheme Shareholder shall be entitled to exercise any voting rights attached to the Scheme Shares, or any other rights or privileges attaching to the Scheme Shares.