EACH OF THE VENDORS AND THE OPTION
HOLDERS AUTHORISE:
A)
THE COMPANY TO SEND ANY NOTICES IN RESPECT OF THEIR SHARE
HOLDINGS TO THE PURCHASER;
B)
THE PURCHASER TO COMPLETE AND RETURN PROXY CARDS, CONSENTS TO
SHORT NOTICE AND ANY OTHER DOCUMENT REQUIRED TO BE SIGNED BY THE PURCHASER AS A
MEMBER.
19.4
CONFIDENTIALITY
19.4.1
EXCEPT AS REFERRED TO IN CLAUSE 19.4.2, EACH PARTY SHALL TREAT AS
STRICTLY CONFIDENTIAL ALL INFORMATION RECEIVED OR OBTAINED AS A RESULT OF
ENTERING INTO OR PERFORMING THIS AGREEMENT WHICH RELATES TO THE PROVISIONS OR
SUBJECT MATTER OF THIS AGREEMENT, TO ANY OTHER PARTY TO THIS AGREEMENT TO OR THE
NEGOTIATIONS RELATING TO THIS AGREEMENT.
19.4.2
ANY PARTY MAY DISCLOSE INFORMATION WHICH WOULD OTHERWISE BE
CONFIDENTIAL IF AND TO THE EXTENT:
A)
IT IS REQUIRED TO DO SO BY LAW OR ANY SECURITIES EXCHANGE OR
REGULATORY OR GOVERNMENTAL BODY TO WHICH IT IS SUBJECT WHEREVER SITUATED;
B)
IT CONSIDERS IT NECESSARY TO DISCLOSE THE INFORMATION TO ITS
PROFESSIONAL ADVISERS, AUDITORS AND BANKERS PROVIDED THAT IT DOES SO ON A
CONFIDENTIAL BASIS;
C)
THE INFORMATION HAS COME INTO THE PUBLIC DOMAIN THROUGH NO FAULT
OF THAT PARTY; OR
D)
EACH PARTY TO WHOM IT RELATES HAS GIVEN ITS CONSENT IN WRITING.
19.4.3
THE PURCHASER ACKNOWLEDGES THAT BAE MAY BE REQUIRED TO DISCLOSE THE
EXISTENCE (BUT NOT THE PROVISIONS OF) THIS AGREEMENT IN CONNECTION WITH
DISCUSSIONS CURRENTLY BEING HELD WITH FINNMECHANICA AND AGREES TO SUCH
DISCLOSURE PROVIDED THAT THE FORM AND CONTENT OF ANY SUCH DISCLOSURE IS FIRST
APPROVED BY THE PURCHASER (SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD OR
DELAYED).
19.5
TERMINATION
Without prejudice to any remedy available to any party arising out of any
outstanding breach of this agreement on the part of any other party, if this
agreement is terminated in accordance with its terms, the following shall occur:
19.5.1
THE RESTRICTIONS CONTAINED IN CLAUSE 7 (CONFIDENTIAL INFORMATION)
AND CLAUSE 8 (ANNOUNCEMENTS) SHALL CONTINUE TO APPLY; AND
19.5.2
EXCEPT AS REFERRED TO IN CLAUSE 19.5.1 ALL OBLIGATIONS OF THE
PURCHASER AND THE VENDORS UNDER THIS AGREEMENT SHALL CEASE.
20
20
BAE WARRANTIES
BAE hereby warrants to the Purchaser and its successors in title that the
following statements are true and accurate:
20.1
BAE IS THE ONLY LEGAL AND BENEFICIAL OWNER OF THE BAE SHARES; AND
20.2
THERE IS NO ENCUMBRANCE IN RELATION TO ANY OF THE BAE SHARES.
21
OPTION HOLDERS' WARRANTIES
The Option Holders hereby warrants to the Purchaser and its successors in title
in respect of the Shares set out against their name set out in schedule 1 that
the following statements are true and accurate:
21.1
THE OPTION HOLDER IS THE ONLY LEGAL AND BENEFICIAL OWNER OF THE
OPTION HOLDERS SHARES; AND
21.2
THERE IS NO ENCUMBRANCE IN RELATION TO ANY OF THE OPTION HOLDERS
SHARES.
22
SHAREHOLDER'S AGREEMENT RELEASE
The Vendors hereby confirm that they have not received any distributions of any
profits of any Group Company either as contemplated by clause 10 of a certain
Shareholders Agreement relating