Common use of Responsibilities of Amcor and New Holdco in Respect of the Scheme Clause in Contracts

Responsibilities of Amcor and New Holdco in Respect of the Scheme. On the terms set forth in the Scheme and this Agreement: (a) Amcor will keep Bemis reasonably informed and consult with Bemis as to the performance of the obligations and responsibilities required of Amcor and New Holdco pursuant to this Agreement or the Scheme and as to any developments relevant to the proper implementation of the Scheme; (b) Each of Amcor and New Holdco shall, as promptly as reasonably practicable, notify Bemis of any matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Booklet with ASIC (and, subsequently, the Court) or implementation of the Scheme; (c) Amcor shall promptly prepare the Scheme Booklet in compliance with all applicable Laws, RG 60 and in accordance with Section 5.5; (d) Amcor and New Holdco shall promptly appoint the Independent Expert and any investigating accountant to be appointed in connection with the preparation of the Scheme Booklet, and provide such assistance and information as is reasonably requested by them in connection with the preparation of the IER or the investigating accountant report (as applicable) for inclusion in the Scheme Booklet (including any updates to such report) and any other materials to be prepared by them for inclusion in the Scheme Booklet (including any updates); (e) Amcor shall consult with Bemis as to the content and presentation of the Scheme Booklet, including (subject to Section 5.5): (i) providing to Bemis drafts of the Scheme Booklet and the Independent Expert’s Report for the purpose of enabling Bemis to review such draft documents (provided, that in relation to the Independent Expert’s Report, ▇▇▇▇▇’▇ review is to be limited to a review for factual accuracy); (ii) providing to Bemis a revised draft of the Scheme Booklet within a reasonable time before its filing with ASIC and to enable Bemis to review the draft Scheme Booklet before the date of its filing; and (iii) obtaining written approval from Bemis (such approval not to be unreasonably withheld, delayed or conditioned) in relation to the factual accuracy of the information relating to Bemis and its Subsidiaries appearing in the Scheme Booklet before its filing with ASIC; (f) Amcor shall apply to ASIC for the production of: (i) an indication of intent letter stating that it does not intend to appear before the Court at the First Court Hearing; and (ii) a statement under paragraph 411(17)(b) of the Australian Act stating that ASIC has no objection to the Scheme; (g) New Holdco shall, by no later than the Business Day prior to the First Court Hearing, execute the Deed Poll; (h) Amcor shall (subject to all Conditions, other than the Condition relating to Court approval in paragraph 1(b) of Exhibit A, being satisfied or waived in accordance with paragraph 5 of Exhibit A) apply to the Court for orders approving the Scheme as agreed to by the Amcor Shareholders at the Scheme Meeting; (i) At the Second Court Hearing, Amcor and New Holdco shall provide to the Court a certificate confirming whether or not the Conditions (other than the Condition relating to Court approval in paragraph 1(b) of Exhibit A) have been satisfied or waived in accordance with paragraph 5 of Exhibit A; (j) Amcor and New Holdco shall each procure that it is represented by counsel at the Court hearing convened for the purposes of section 411(4)(b) of the Corporations Act; (k) Amcor shall lodge with ASIC an office copy of the Court Order in accordance with subsection 411(10) of the Australian Act approving the Scheme by no later than the first Business Day in Australia after the date on which the Court makes the Court Order (or such later date as may be agreed by Amcor and ▇▇▇▇▇); (l) Amcor shall, if the Scheme Closing occurs, finalize and close the Amcor Share Register as of the Scheme Record Date (which will include details of the names and registered addresses for each Amcor Shareholder), and determine entitlements to the Scheme Consideration, and execute proper instruments of transfer of and effect the registration and transfer of the Amcor Shares to New Holdco on the Scheme Implementation Date, in accordance with the terms of the Scheme and the Deed Poll; (m) New Holdco shall accept the transfer of the Amcor Shares; (n) New Holdco shall provide to each Amcor Shareholder the Scheme Consideration for each Amcor Share; and (o) New Holdco shall take all necessary steps to authorize and effect a buy-back, redemption or cancellation of capital of all of the shares on issue by New Holdco immediately before the Scheme Implementation, such buy-back, redemption or cancellation to take effect immediately after the Scheme Implementation.