Common use of Transfer of the Scheme Shares Clause in Contracts

Transfer of the Scheme Shares. 1.1 At the Effective Time, the Purchaser or at the Purchaser’s discretion and direction a DR Nominee (and/or such of its nominee(s) as are agreed between the Purchaser and the Company) shall, in accordance with Clause 1.2, acquire all of the Scheme Shares fully paid, with full title guarantee, free from all Encumbrances (other than transfer restrictions arising under applicable securities laws) and together with all rights at or after the Effective Time attached or relating to such Scheme Shares, 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, the Scheme Shares shall be transferred to the Purchaser or at the Purchaser’s discretion and direction to a DR ▇▇▇▇▇▇▇ (and/or such of its nominee(s) as are agreed between the Purchaser and the Company) by means of a form (or forms) of transfer or other instrument(s) or instruction(s) of transfer, or by means of CREST, and any person may be appointed by the Purchaser as attorney and/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 (whether as a deed or otherwise) to transfer, or procure the transfer by means of CREST, 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.

Transfer of the Scheme Shares. 1.1 At Upon and with effect from the Effective Time, the Purchaser (or at the Purchaser’s discretion and direction a DR Nominee (and/or such of its nominee(s) as are agreed between the Purchaser and the Companynominee) shall, in accordance with Clause 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 or after the Effective Time or thereafter attached or relating to such Scheme Sharesthereto, 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 Scheme Shares shall be transferred to Purchaser (or its nominee) and such transfer shall be effected by means of a form of transfer or other instrument or instruction of transfer, including for the Purchaser avoidance of doubt any stock transfer form or at block transfer (or any number of the Purchaser’s discretion and direction foregoing); and 1.2.2 to a DR give effect to such transfer(s), any person may be appointed by Pu▇▇▇▇▇▇▇ (and/or such of its nominee(s) as are agreed between the Purchaser and the Company) by means of a form (▇s attorney or forms) of transfer or other instrument(s) or instruction(s) of transfer, or by means of CREST, and any person may be appointed by the Purchaser as attorney and/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 (whether as a deed of, or otherwiseotherwise give any instruction(s) to transfer, or procure the transfer by means of CREST, 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 Purchaser (and/or each of 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 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 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▇▇▇▇▇▇▇ ▇o attend general and separate class meetings of the Company); 1.3.2 authorises the Company and/or its agents to send to 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 votes or any other rights attaching to the relevant Scheme Shares 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.