REQUIRED UNDER CLAUSES
8.5 OR 10.3; OR
(IV)
UNDER ANY SALE OR LISTING
UNLESS A MEMBER HAS MADE A NOTIFICATION UNDER CLAUSE 10.2(G).
8.4
Tag along rights
If a Member (a "Transferring Member") receives an offer to acquire all of its
Shares ("Transfer Shares") from a bona fide third party (the "Transferee"), the
Transferring Member may transfer those Transfer Shares if and only if:
(A)
THE PRE-EMPTION PROCEDURE
UNDER CLAUSE 8.3 HAS FIRST BEEN OBSERVED;
(B)
IF THE TRANSFERRING MEMBER
IS THE CHANNELL MEMBER, THE TRANSFERRING MEMBER COMPLIES WITH ITS OBLIGATION
UNDER CLAUSE 8.5;
(C)
THE TRANSFERRING MEMBER
CONFIRMS IN WRITING TO THE COMPANY AND THE OTHER MEMBER THE PRICE AT WHICH AND
ALL OF THE OTHER MATERIAL TERMS ON WHICH THE TRANSFEREE PROPOSES TO ACQUIRE THE
TRANSFER SHARES (THE "TRANSFER TERMS"); AND
(D)
THE TRANSFERRING MEMBER
PROCURES THE TRANSFEREE TO MAKE A BINDING UNCONDITIONAL OFFER (A "TAG ALONG
OFFER") TO THE OTHER MEMBER:
(I)
FOR ALL OF THAT
MEMBER'S SHARES; AND
(II)
ON THE SAME TERMS AS
THE TRANSFER TERMS; AND
(E)
THE TAG ALONG OFFER IS
REASONABLY CAPABLE OF ACCEPTANCE AND COMPLETION BY THE OTHER MEMBER PRIOR TO OR
CONTEMPORANEOUSLY WITH THE TRANSFER OF THE TRANSFER SHARES TO THE TRANSFEREE.
8.5
Sale of Shares by Channell
Member
IF THE CHANNELL MEMBER RECEIVES AN OFFER TO ACQUIRE ALL OF ITS SHARES FROM A
BONA FIDE THIRD PARTY, THE CHANNELL MEMBER MUST, BEFORE TRANSFERRING ITS SHARES
TO THAT THIRD PARTY, EXERCISE THE CALL OPTION ON THE BASIS THAT:
(A)
THE LIMITATION ON THE
TIME FOR EXERCISE OF THE CALL OPTION UNDER CLAUSE 10.3(B) DOES NOT APPLY TO ANY
EXERCISE OF THE CALL OPTION REQUIRED UNDER THIS CLAUSE 8.5; AND
(B)
THE PRICE PER SHARE WHICH
THE ISSUER OF THE CALL OPTION NOTICE PROPOSES TO PAY TO THE ANZ MEMBER FOR THE
TRANSFER OF ITS SHARES PURSUANT TO THE CALL OPTION MUST BE EQUAL TO THE HIGHER
OF THE FAIR MARKET VALUE DIVIDED BY THE TOTAL NUMBER OF SHARES
29
AND THE PRICE PER SHARE OFFERED BY THE BONA FIDE THIRD PARTY TO THE CHANNELL
MEMBER.
8.6
Perfection of Transfers
(A)
IF A MEMBER (THE
"TRANSFEROR") BECOMES BOUND TO TRANSFER ANY SHARES UNDER THIS AGREEMENT OR THE
CONSTITUTION, THE TRANSFEROR MUST PROMPTLY DELIVER TO THE TRANSFEREE EXECUTED
TRANSFERS FOR THOSE SHARES IN FAVOUR OF THE TRANSFEREE TOGETHER WITH THE
RELEVANT SHARE CERTIFICATE(S) AGAINST PAYMENT BY THE TRANSFEREE OF THE PRICE DUE
FOR THEM.
(B)
THE COMPANY IS NOT BOUND
TO EARN OR PAY INTEREST ON ANY MONEY HELD AND WILL NOT PAY ANY MONEY TO THE
TRANSFEROR UNTIL THE TRANSFEROR HAS DELIVERED THE TRANSFEROR'S SHARE
CERTIFICATES (OR AN APPROPRIATE INDEMNITY FOR, AND ANY OTHER DOCUMENT REQUIRED
UNDER LAW IN RESPECT OF ANY LOST CERTIFICATES) TO THE COMPANY.
(C)
THE RECEIPT BY THE
COMPANY OF THE PURCHASE MONEY FOR THE SHARES WILL RELEASE THE OTHER MEMBERS WHO
WILL NOT BE BOUND TO SEE TO THE APPLICATION OF THAT MONEY, AND AFTER THE NAME OF
THE TRANSFEREE HAS BEEN ENTERED IN THE