Common use of Scheme of Arrangement Clause in Contracts

Scheme of Arrangement. Scheme 4.1 Target will propose a scheme of arrangement under which, subject to the Scheme becoming Effective, all the Scheme Shares will be transferred to Bidder. 4.2 In consideration of the Scheme Shareholders transferring their Scheme Shares to Bidder at Completion, Bidder covenants in Target’s favour (in its own right and separately as trustee or nominee for each Scheme Shareholder) that Bidder will, on the Implementation Date and immediately prior to the transfer of the Scheme Shares to Bidder, pay to each Scheme Shareholder, the Scheme Consideration. 4.3 Bidder may by notice to Target not later than five Business Days before an advanced draft of the Scheme Booklet is submitted to ASIC for review, nominate a wholly owned Subsidiary of Mastercard (Nominee) to pay the Scheme Consideration and to be the entity to which the Scheme Shares will be transferred in accordance with this Agreement and the Scheme if the Scheme becomes Effective. 4.4 From the date of receipt by Target of the notice referred to in clause 4.3 (Notification Date) Bidder must procure that the Nominee complies with this Agreement as if the Nominee were a party to it in place of Bidder. 4.5 Despite the above, Bidder will continue to be bound by all of the obligations of Bidder under this Agreement and will not be released from any obligations or liabilities under this Agreement following the Notification Date. However, Target agrees that Bidder will not be in breach of this Agreement for failing to discharge an obligation of Bidder under this Agreement if the Nominee fully discharges that obligation. 4.6 Target must establish a foreign exchange facility to enable Scheme Shareholders to receive their Scheme Consideration in Australian dollars where they have elected to do so, pursuant to which all Scheme Shareholders will be deemed to have agreed to bear all foreign exchange risk and costs in relation to the payment in Australian dollars.

Scheme of Arrangement. Scheme 4.1 Target iSOFT will propose a scheme of arrangement under which, subject to the Scheme becoming Effective, all of the Scheme Shares will be transferred to Bidder. 4.2 If the Court does not make orders on the First Court Date to convene the Option Scheme Meeting due to concerns it has regarding the Option Scheme and those concerns cannot be addressed by iSOFT without materially affecting the Timetable, iSOFT will discuss with the Bidder in good faith the most expedient way to proceed with the Option Scheme and if the parties cannot reach agreement within 2 Business Days of such discussions commencing (or such shorter period as the Court may allow on the First Court Date so that the Timetable is not materially affected), iSOFT may, to the extent that the Court makes orders to convene the Scheme Meeting on the First Court Date or on a subsequent date, implement only the Scheme and the Bidder Group will have no grounds for objecting (and will not object) to the implementation of the Scheme. 4.3 If the circumstances described in clause 4.2 occur, iSOFT will use its reasonable endeavours to work in good faith with the Bidder to seek to enter into agreements with as many Optionholders as possible, prior to the Implementation Date, whereby their Options will be cancelled in return for consideration paid by the Bidder. 4.4 In consideration of the Scheme Shareholders transferring their Scheme Shares to Bidder at Completion, Bidder covenants in TargetiSOFT’s favour (in its own right and separately as trustee or nominee for each Scheme Shareholderof the iSOFT Shareholders) that Bidder will, on the Implementation Date and immediately prior to contemporaneously with the transfer of the Scheme Shares to Bidder, pay to each Scheme Shareholder, Shareholder the Scheme ConsiderationConsideration in accordance with the Scheme and the Deed Poll. 4.3 Bidder may by notice 4.5 iSOFT will propose a scheme of arrangement under which, subject to Target not later than five Business Days before an advanced draft the Scheme and Option Scheme becoming Effective, all of the Scheme Booklet is submitted to ASIC for review, nominate a wholly owned Subsidiary Options will be cancelled. 4.6 In consideration of Mastercard (Nominee) to pay the Scheme Consideration Optionholders having their Scheme Options cancelled at Completion, Bidder covenants in iSOFT’s favour (in its own right and to be the entity to which separately as trustee for each of the Scheme Shares will be transferred Optionholders) that Bidder will, on the Implementation Date and contemporaneously with the cancellation of the Scheme Options, pay to each Scheme Optionholder the Option Scheme Consideration in accordance with this Agreement the Option Scheme and the Option Scheme if the Scheme becomes EffectiveDeed Poll. 4.4 From the date 4.7 The parties acknowledge that iSOFT may be regarded as having more than one class of receipt by Target of the notice referred Optionholders such that iSOFT may be required (and is expressly permitted) to propose more than one Option Scheme in clause 4.3 (Notification Date) Bidder must procure that the Nominee complies with this Agreement as if the Nominee were a party to it in place of Bidder. 4.5 Despite the above, Bidder will continue to be bound by order for all of the obligations Scheme Options to be cancelled and in that event: (a) iSOFT will proceed to implement each Option Scheme in accordance with the terms of Bidder under this Agreement; and (b) all references in this Agreement to the Option Scheme will be interpreted as a reference to the each Option Scheme. 4.8 iSOFT is, after having taken advice from its legal counsel, solely responsible for determining whether it has one or more classes of Optionholders and the Bidder Group will have no grounds for objecting (and will not object) to any determination of the classes of Optionholders as determined by iSOFT. 4.9 Bidder covenants in favour of iSOFT (in its own right and separately as trustee for each of the iSOFT Shareholders and Optionholders) to execute and deliver prior to the First Court Date and (subject to its terms) perform the Deed Poll and Option Scheme Deed Poll. 5.1 Each party must use its reasonable endeavours to give effect to the Scheme and Option Scheme and must execute all documents and do all acts and things as may be released from any obligations necessary or liabilities desirable for the Implementation of the Scheme and Option Scheme substantially in accordance with the Timetable, subject to compliance with their respective obligations, powers and duties under this Agreement following Agreement, their constituent documents and all applicable laws and the Notification Date. Howeverproper performance by the directors of each of iSOFT and Bidder of their fiduciary duties. 5.2 iSOFT and Bidder must each use all reasonable endeavours and utilise all reasonable resources (including management, Target agrees that Bidder will not be shareholder, marketing and corporate relations resources, as well as the resources of external advisers) to produce the Scheme Booklet as soon as reasonably practicable, and substantially in breach of this Agreement for failing accordance with the Timetable, subject to discharge an obligation of Bidder compliance with their respective obligations, powers and duties under this Agreement if the Nominee fully discharges that obligationAgreement. 4.6 Target must establish a foreign exchange facility to enable Scheme Shareholders to receive their Scheme Consideration in Australian dollars where they have elected to do so, pursuant to which all Scheme Shareholders will be deemed to have agreed to bear all foreign exchange risk and costs in relation to the payment in Australian dollars.

Scheme of Arrangement. Scheme 4.1 Target will propose a scheme of arrangement under which, subject to the Scheme becoming Effective, all the Scheme Shares will be transferred to Bidder. 4.2 In consideration of the Scheme Shareholders transferring their Scheme Shares to Bidder at Completion, Bidder covenants in Target’s favour (in its own right and separately as trustee or nominee for each Scheme Shareholder) that Bidder will, on the Implementation Date and immediately prior to the transfer of the Scheme Shares to Bidder, pay to each Scheme Shareholder, the Scheme Consideration. 4.3 Bidder covenants in favour of Target (in its own right and separately as trustee for each of the Target Shareholders) to execute and deliver prior to the First Court Date and (subject to its terms) perform the Deed Poll. 4.4 Bidder may by notice to Target not later than five Business Days before an advanced draft of the Scheme Booklet is submitted to ASIC for review, nominate a wholly owned Subsidiary of Mastercard Bidder (Nominee) to pay the Scheme Consideration and to be the entity to which the Scheme Shares will be transferred in accordance with this Agreement and the Scheme if the Scheme becomes Effective. 4.4 4.5 From the date of receipt by Target of the notice referred to in clause 4.3 4.4 (Notification Date) Bidder must procure that the Nominee complies with this Agreement as if the Nominee were a party to it in place of Bidder. 4.5 4.6 Despite the above, Bidder will continue to be bound by all of the obligations of Bidder under this Agreement and will not be released from any obligations or liabilities under this Agreement following the Notification Date. However, Target agrees that Bidder will not be in breach of this Agreement for failing to discharge an obligation of Bidder under this Agreement if the Nominee fully discharges that obligation. 4.6 Target must establish a foreign exchange facility to enable Scheme Shareholders to receive their Scheme Consideration in Australian dollars where they have elected to do so, pursuant to which all Scheme Shareholders will be deemed to have agreed to bear all foreign exchange risk and costs in relation to the payment in Australian dollars.