AVAILABLE FROM ANY COURT OF COMPETENT JURISDICTION.
IN THE EVENT THAT ANY OF
THE COVENANTS CONTAINED IN THIS SECTION 5.16 SHALL BE DETERMINED BY ANY COURT OF
COMPETENT JURISDICTION TO BE UNENFORCEABLE FOR ANY REASON WHATSOEVER, THEN ANY
SUCH PROVISION OR PROVISIONS SHALL NOT BE DEEMED VOID, AND THE PARTIES AGREE
THAT SAID LIMITS MAY BE MODIFIED BY SUCH COURT AND THAT THE COVENANTS CONTAINED
IN THIS SECTION 5.16 SHALL BE AMENDED IN ACCORDANCE WITH SAID MODIFICATION, IT
BEING SPECIFICALLY AGREED BY THE PARTIES THAT IT IS THEIR CONTINUING DESIRE THAT
THE COVENANTS CONTAINED IN THIS SECTION 5.16 BE ENFORCED TO THE FULL EXTENT OF
ITS TERMS AND CONDITIONS, OR IF A COURT FINDS THE SCOPE OF ANY
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OF SUCH COVENANTS UNENFORCEABLE, THE COURT SHOULD REDEFINE SUCH COVENANT SO AS
TO COMPLY WITH APPLICABLE LAW.
SECTION 5.17
RELEVANT BUSINESS.
(A)
IF, FROM THE CLOSING DATE THROUGH THE THIRD
ANNIVERSARY OF THE CLOSING DATE, SGC OR ANY OF ITS SUBSIDIARIES DIRECTLY OR
INDIRECTLY OWNS, MANAGES, OPERATES OR ENGAGES IN ANY POOLS BUSINESS (OTHER THAN,
IN THE CASE OF PARAGRAPH (II) OF THE DEFINITION OF "POOLS BUSINESS" TO, FOR OR
ON BEHALF OF (X) ANY PERSON THAT IS A LOTTERY / GOVERNMENT SPONSORED ENTITY
OR (Y) ANY OTHER PERSON BUT ONLY TO THE EXTENT SUCH OTHER PERSON OPERATES
POOLS GAMES FOR CONSUMERS IN GERMANY, ISRAEL, NORWAY, HUNGARY, ICELAND,
SWITZERLAND OR ARGENTINA FOLLOWING ANY LIBERALIZATION OF SUCH MARKET, AND ONLY
IN RESPECT OF THE OPERATIONS OF SUCH PERSON THEREIN) (A "RELEVANT
BUSINESS"), SPORTECH MAY, BY NOTICE TO SGC, REQUIRE SGC TO (AND TO CAUSE ITS
SUBSIDIARIES TO) SELL ANY SPORTECH SHARES THAT IT HOLDS, DIRECTLY OR INDIRECTLY,
UNLESS SGC SHOWS TO THE REASONABLE SATISFACTION OF SPORTECH THAT WITHIN 30 DAYS
OF NOTICE THEREOF SUCH OWNERSHIP, MANAGEMENT, OPERATION OR ENGAGEMENT BY SGC OR
ANY OF ITS SUBSIDIARIES IN ANY POOLS BUSINESS HAS CEASED (WHICH SALE SHALL BE
EFFECTED AS PROMPTLY AS REASONABLY PRACTICABLE CONSISTENT WITH AN ORDERLY AND
EFFECTIVE MARKETING OF SUCH SPORTECH SHARES).
(B)
NOTWITHSTANDING ANYTHING CONTAINED IN THIS
AGREEMENT OR THE ANCILLARY AGREEMENTS TO THE CONTRARY, THE RESTRICTIONS SET
FORTH IN SECTION 5.17(A) SHALL NOT IN ANY WAY PROHIBIT OR RESTRICT SGC OR ANY OF
ITS SUBSIDIARIES FROM, DIRECTLY OR INDIRECTLY:
(I)
ACQUIRING ANY INTEREST IN ANY PERSON OR
BUSINESS (HOWEVER SUCH ACQUISITION IS STRUCTURED) THAT, DIRECTLY OR INDIRECTLY
OWNS, MANAGES, OPERATES, OR ENGAGES IN A RELEVANT BUSINESS PROVIDED THAT
(A) SUCH BUSINESS DOES NOT CONSTITUTE THE PRINCIPAL BUSINESS OF SUCH PERSON OR
BUSINESS AND ITS AFFILIATES, TAKEN AS A WHOLE (BASED ON REVENUES DURING THE
PRECEDING FOUR (4) FULL CALENDAR QUARTERS) AND (B) IF SUCH RELEVANT BUSINESS
CONSTITUTES IN EXCESS OF TEN PERCENT (10%) OF SUCH REVENUES OF SUCH PERSON OR
BUSINESS AND ITS AFFILIATES, TAKEN AS A WHOLE, SGC SHALL CAUSE THE DIVESTITURE
OF THAT PORTION OF SUCH PERSON OR BUSINESS THAT ENGAGES IN SUCH RELEVANT
BUSINESS WITHIN 12 MONTHS AFTER SUCH ACQUISITION; OR
(II)
ACQUIRING OR HOLDING SECURITIES OR OTHER
EQUITY INTERESTS (A) REPRESENTING NOT MORE THAN