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, Bidco (and/or, at Parent’s election , (i) in respect of any or all of the Remnant Shares, its nominee(s) and (ii) in respect of the Depositary Shares, the DR Nominee) shall, in accordance with paragraph 1.2, acquire all of the Scheme Shares fully paid, with full title guarantee, 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. 1.2 For the purposes of such acquisition: 1.2.1 the Depositary Shares shall be transferred to Bidco (and/or, at Parent’s election, the DR Nominee [as nominee for the DR Depositary]) by means of a separate 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 Bidco);] 1.2.2 the Remnant Shares shall be transferred to Bidco (and/or, at Parent’s election in respect of any number of Remnant Shares, such of its nominee(s) as are agreed between Parent and the Company) by means of a separate form (or forms) of transfer or other separate instrument(s) or instruction(s) of transfer; and 1.2.3 to give effect to such transfers, any person may be appointed by ▇▇▇▇▇ as attorney or agent and shall be authorised as such attorney and/or agent on behalf of each of the Scheme Shareholders concerned to execute and deliver as transferor such form(s) of transfer or other instrument(s) or instruction(s) of transfer of, or otherwise give any instruction(s) to transfer the Scheme Shares and every 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. 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. 1.3 From the Effective Time and pending the transfer of the Scheme Shares pursuant to paragraphs 1.1 and 1.2, each Scheme Shareholder: 1.3.1 irrevocably appoints Bidco (and/or its nominee(s) and/or each of their 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 (including the right to requisition the convening of a general meeting of the Company or of any class of its shareholders); and 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 Bidco and/or its nominee(s) and/or each of their respective 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 a general or separate class meeting or form of proxy or forms of proxy in respect of such Scheme Shares appointing any person nominated by ▇▇▇▇▇ and/or its nominee(s) to attend general and separate class meetings of the Company); 1.3.2 authorises the Company and/or its agents to send to Bidco and/or its nominee(s) any notice, circular, warrant or other document or communication which may be required to be sent to them as a Member (including any share certificate(s) or other document(s) of title issued as a result of any conversion of their Scheme Shares into certificated form); and 1.3.3 agrees not to exercise any voting rights or any other rights attaching to the relevant Scheme Shares without the consent of Bidco, 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.

Transfer of the Scheme Shares. 1.1 Upon and with effect from the Effective Time, Bidco (and/or, at Parent’s election , either: (i) in respect of any or all of the Remnant Shares, its nominee(s) and CommScope; (ii) in respect of the Depositary Shares, the CommScope BidCo; or (iii) a DR NomineeNominee (as applicable) shall, in accordance with paragraph 1.2, acquire all of the Scheme Shares fully paid, with full title guarantee, free from all Liens (other than transfer restrictions arising under applicable securities laws) Encumbrances 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 such the acquisition: 1.2.1 the Depositary Cede Shares shall be transferred to Bidco at CommScope’s election either to: (and/ori) CommScope; (ii) CommScope BidCo; or (iii) a DR Nominee, at Parent’s election, the DR Nominee [as nominee for [•] (the “DR Depositary”) by means of a form of transfer (and the DR Depositary]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 (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 Bidco);] 1.2.2 the Remnant Shares shall be transferred to Bidco (and/or, at Parent’s election in respect of any number of Remnant Shares, such of its nominee(s) as are agreed between Parent and the Company) by means of a separate form (or forms) of transfer or other separate instrument(s) or instruction(s) 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 and/or or agent on behalf of each the holders of the Scheme Shareholders concerned Shares to execute and deliver as transferor such form(s) forms of transfer or other instrument(s) or instruction(s) in respect of transfer of, or otherwise give any instruction(s) to transfer the Scheme Shares and every form, instrument or instruction form 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. Each such form Such forms 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 From the Effective Time and pending Pending the transfer of the Scheme Shares pursuant to paragraphs Paragraphs 1.1 and 1.21.2 of this Scheme, each Scheme ShareholderShareholder irrevocably: 1.3.1 irrevocably appoints Bidco CommScope (and/or or its nominee(s) and/or each of their 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; 1.3.2 appoints CommScope (including the right to requisition the convening of a general meeting of the Company or of any class of its shareholdersnominee(s); and 1.3.1.2 ) as its attorney to sign on behalf of such Scheme Shareholder such documents, and to do such things, as may, in the opinion of Bidco and/or its nominee(s) and/or each of their respective 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 a any general or separate class meeting or of ARRIS and on their behalf to execute a form of proxy or forms of proxy in respect of such Scheme Shares appointing any person nominated by ▇▇▇▇▇ and/or its nominee(s) CommScope to attend general and separate class meetings of the Company);ARRIS; and 1.3.2 1.3.3 authorises the Company and/or its agents ARRIS to send to Bidco and/or its nominee(s) CommScope any notice, circular, warrant or other document or communication which may ARRIS sends to its shareholders or any class thereof, such that from the Effective Time, no Scheme Shareholder shall be required to be sent to them as a Member (including any share certificate(s) or other document(s) of title issued as a result of any conversion of their Scheme Shares into certificated form); and 1.3.3 agrees not entitled to exercise any voting rights attached to the Scheme Shares, or any other rights or privileges attaching to the relevant Scheme Shares without the consent of Bidco, and irrevocably undertakes not to appoint a proxy or representative for or to attend any general meeting or separate class meeting of the CompanyShares. 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.

Transfer of the Scheme Shares. 1.1 Upon and with effect from the Effective Time, Bidco (and/or, at Parent’s election , either: (i) in respect of any or all of the Remnant Shares, its nominee(s) and CommScope; (ii) in respect of the Depositary Shares, the CommScope BidCo; or (iii) a DR NomineeNominee (as applicable) shall, in accordance with paragraph 1.2, acquire all of the Scheme Shares fully paid, with full title guarantee, free from all Liens (other than transfer restrictions arising under applicable securities laws) Encumbrances 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 such the acquisition: 1.2.1 the Depositary Cede Shares shall be transferred to Bidco at CommScope's election either to: (and/ori) CommScope; (ii) CommScope BidCo; or (iii) a DR Nominee, at Parent’s election, the DR Nominee [as nominee for [●] (the "DR Depositary") by means of a form of transfer (and the DR Depositary]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 (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 Bidco);] 1.2.2 the Remnant Shares shall be transferred to Bidco (and/or, at Parent’s election in respect of any number of Remnant Shares, such of its nominee(s) as are agreed between Parent and the Company) by means of a separate form (or forms) of transfer or other separate instrument(s) or instruction(s) 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 and/or or agent on behalf of each the holders of the Scheme Shareholders concerned Shares to execute and deliver as transferor such form(s) forms of transfer or other instrument(s) or instruction(s) in respect of transfer of, or otherwise give any instruction(s) to transfer the Scheme Shares and every form, instrument or instruction form 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. Each such form Such forms 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 From the Effective Time and pending Pending the transfer of the Scheme Shares pursuant to paragraphs Paragraphs 1.1 and 1.21.2 of this Scheme, each Scheme ShareholderShareholder irrevocably: 1.3.1 irrevocably appoints Bidco CommScope (and/or or its nominee(s) and/or each of their 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; 1.3.2 appoints CommScope (including the right to requisition the convening of a general meeting of the Company or of any class of its shareholdersnominee(s); and 1.3.1.2 ) as its attorney to sign on behalf of such Scheme Shareholder such documents, and to do such things, as may, in the opinion of Bidco and/or its nominee(s) and/or each of their respective 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 a any general or separate class meeting or of ARRIS and on their behalf to execute a form of proxy or forms of proxy in respect of such Scheme Shares appointing any person nominated by ▇▇▇▇▇ and/or its nominee(s) CommScope to attend general and separate class meetings of the Company);ARRIS; and 1.3.2 1.3.3 authorises the Company and/or its agents ARRIS to send to Bidco and/or its nominee(s) CommScope any notice, circular, warrant or other document or communication which may ARRIS sends to its shareholders or any class thereof, such that from the Effective Time, no Scheme Shareholder shall be required to be sent to them as a Member (including any share certificate(s) or other document(s) of title issued as a result of any conversion of their Scheme Shares into certificated form); and 1.3.3 agrees not entitled to exercise any voting rights attached to the Scheme Shares, or any other rights or privileges attaching to the relevant Scheme Shares without the consent of Bidco, and irrevocably undertakes not to appoint a proxy or representative for or to attend any general meeting or separate class meeting of the CompanyShares. 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.

Transfer of the Scheme Shares. 1.1 Upon and with effect from the Effective Time, Bidco Purchaser (and/or, at Parent’s election , (i) in respect of any or all of the Remnant Shares, its nominee(s) and (ii) in respect of the Depositary Shares, the DR Nomineenominee) shall, in accordance with paragraph 1.2, acquire all of the Scheme Shares fully paid, with full title guarantee, 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. 1.2 For the purposes of such acquisition: 1.2.1 the Depositary Scheme Shares shall be transferred to Bidco Purchaser (and/or, at Parent’s election, the DR Nominee [as nominee for the DR Depositary]or its nominee) and such transfer shall be effected by means of a separate form (or forms) of transfer or other instrument(s) instrument or instruction(s) instruction of transfer[(andtransfer, upon including for the avoidance of doubt any such stock transfer to the DR Nominee, the DR Depositary shall issue one form or more depositary receipts in respect of such shares to Bidco);] 1.2.2 the Remnant Shares shall be transferred to Bidco block transfer (and/or, at Parent’s election in respect of or any number of Remnant Shares, such of its nominee(s) as are agreed between Parent and the Company) by means of a separate form (or forms) of transfer or other separate instrument(s) or instruction(s) of transferforegoing); and 1.2.3 1.2.2 to give effect to such transferstransfer(s), any person may be appointed by Pu▇▇▇▇▇▇▇ as ▇s attorney or agent and shall be authorised as such attorney and/or or agent on behalf of each of the Scheme Shareholders concerned to execute and deliver as transferor such form(s) of transfer or other instrument(s) or instruction(s) of transfer of, or otherwise give any instruction(s) to transfer transfer, the Scheme Shares and every 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. 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. 1.3 From the Effective Time and pending the transfer of the Scheme Shares pursuant to paragraphs 1.1 and 1.2, each Scheme Shareholder: 1.3.1 irrevocably appoints Bidco Purchaser (and/or its nominee(s) and/or each of their its 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 (including the right to requisition the convening of a general meeting of the Company or of any class of its shareholders); and 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 Bidco and/or its nominee(s) Purchaser and/or each of their respective 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 a general or separate class meeting or form of proxy or forms of proxy in respect of such Scheme Shares appointing any person nominated by Pu▇▇▇▇▇▇▇ and/or its nominee(s) to ▇o attend general and separate class meetings of the Company); 1.3.2 authorises the Company and/or its agents to send to Bidco and/or its nominee(s) Purchaser any notice, circular, warrant or other document or communication which may be required to be sent to them as a Member (including any share certificate(s) or other document(s) of title issued as a result of any conversion of their Scheme Shares into certificated form); and 1.3.3 agrees not to exercise any voting rights votes or any other rights attaching to the relevant Scheme Shares without the consent of BidcoPurchaser, 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 2.1 Upon and with effect from the Effective Time, Bidco (and/or, at Parent’s election , (i) in respect of any or all of the Remnant Shares, its nominee(s) and (ii) in respect of the Depositary Shares, the DR Nominee) Topco shall, in accordance with paragraph 1.22.2, acquire all of the Scheme Shares fully paid, with full title guarantee, 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. 1.2 2.2 For the purposes of such acquisition: 1.2.1 2.2.1 the Depositary Shares shall be transferred to Bidco Topco (and/oror a nominee on its behalf), at Parent’s election, the DR Nominee [as nominee for the DR Depositary]) by means of a separate form (or forms) of transfer or other instrument(s) or instruction(s) of transfer[(andtransfer, upon including for the avoidance of doubt any such stock transfer to form or block stock transfer form (or any number of the DR Nominee, foregoing); 2.2.2 the DR Depositary shall issue one or more depositary receipts in respect of such shares to Bidco);] 1.2.2 the Remnant Residual Shares shall be transferred to Bidco (and/or, at Parent’s election in respect of any number of Remnant Shares, Topco and such of its nominee(s) as are agreed between Parent and the Company) transfer shall be effected by means of a separate form (or forms) of transfer or other separate instrument(sinstrument (or instruments) or instruction(sinstruction (or instructions) of transfer, including for the avoidance of doubt any stock transfer form or block stock transfer form (or any number of the foregoing); and 1.2.3 2.2.3 to give effect to such transferstransfer(s), any person may be appointed by ▇▇▇▇▇ Topco as attorney or agent and shall be authorised as such attorney and/or or agent on behalf of each of the Scheme Shareholders concerned to execute and deliver as transferor such form(s) of transfer or other instrument(s) or instruction(s) of transfer of, or otherwise give any instruction(s) to transfer (whether as a deed or otherwise), the Scheme Shares and every 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. 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. 1.3 2.3 From the Effective Time and pending the transfer of the Scheme Shares pursuant to paragraphs 1.1 2.1 and 1.22.2 and the updating of the register of Members of Beacon to reflect such transfer, each Scheme ShareholderShareholder irrevocably: 1.3.1 irrevocably 2.3.1 appoints Bidco Topco (and/or its nominee(s) and/or each of their its agents and directors) as its attorney and/or agent: 1.3.1.1 (a) to exercise or direct the exercise of on its behalf (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 (including the right to requisition the convening of a general meeting of the Company Beacon or of any class of its shareholders); and 1.3.1.2 (b) to sign on behalf of such Scheme Shareholder such documents, and to do such things, as may, in the opinion of Bidco Topco and/or its nominee(s) and/or each of their respective 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 a general or separate class meeting or form of proxy or forms of proxy in respect of such Scheme Shares appointing any person nominated by ▇▇▇▇▇ Topco and/or its nominee(s) and/or any one or more of its directors or agents to attend general and separate class meetings of the CompanyBeacon (or any postponement, adjournment or reconvening thereof)); 1.3.2 2.3.2 authorises the Company Beacon and/or its nominee(s) and/or any one or more of its directors or agents to send to Bidco and/or its nominee(s) Topco any notice, circular, warrant or other document or communication which may be required to be sent to them as a Member (including any share certificate(s) or other document(s) of title issued as a result of any conversion of their Scheme Shares into certificated form); and 1.3.3 2.3.3 agrees not to exercise any voting rights votes or any other rights attaching to the relevant Scheme Shares without the consent of BidcoT▇▇▇▇, and irrevocably undertakes not to appoint a proxy or representative for or to attend any general meeting or separate class meeting of the CompanyBeacon. 1.4 2.4 The authorities granted by each Scheme Shareholder pursuant to paragraph 1.2 2.2 and paragraph 1.3 2.3 shall be treated for all purposes as having been granted by deed. 2.5 Beacon shall, subject to any relevant forms, instruments or instructions of transfer being duly stamped (for UK stamp duty purposes), register, or procure the registration of, any transfer(s) of shares effected in accordance with paragraph 1.1.