THIS CLAUSE;
(G)
THAT SUCH INFORMATION OTHERWISE IS LEGALLY
KNOWN TO SUCH SHAREHOLDER OTHER THAN THROUGH DISCLOSURE BY THE DISCLOSING PARTY
OR THE COMPANY OR ANY OF ITS SUBSIDIARIES;
(H)
AS APPROVED BY THE BOARD; OR
(I)
THAT SUCH DISCLOSURE IS TO A RATING
AGENCY ON A CONFIDENTIAL BASIS;
provided that in the case of disclosure pursuant to paragraph (c) pursuant to
compulsory legal process the Receiving Party will promptly notify the Disclosing
Party or the Company (as appropriate) and, at the expense of the Disclosing
Party, co-operate with the Disclosing Party or the Company (as appropriate)
regarding the timing and content of such disclosure and any action which the
Disclosing Party or the Company (as appropriate) may reasonably wish to take to
challenge the validity of such requirement.
18.4
THE RECEIVING PARTY MAY DISCLOSE CONFIDENTIAL
INFORMATION TO ITS AFFILIATES AND TO ITS AND ITS AFFILIATES' DIRECTORS,
OFFICERS, EMPLOYEES, AUDITORS, ADVISERS AND FINANCING SOURCES ON A NEED-TO-KNOW
BASIS; PROVIDED THAT THE RECEIVING PARTY (I) MAKES EACH SUCH RECIPIENT AWARE OF
THE OBLIGATIONS OF CONFIDENTIALITY ASSUMED BY IT UNDER THIS AGREEMENT AND
(II) SHALL BE RESPONSIBLE FOR BREACHES BY SUCH PERSONS AS IF THEY WERE PARTIES
TO THIS AGREEMENT.
32
18.5
A SHAREHOLDER MAY DISCLOSE CONFIDENTIAL
INFORMATION RELATING TO THE COMPANY (BUT NOT THE OTHER SHAREHOLDER) IN
CONNECTION WITH [****].
18.6
THIS CLAUSE SHALL CONTINUE TO BIND THE PARTIES
NOTWITHSTANDING TERMINATION OR EXPIRY OF THIS AGREEMENT OR TRANSFER OF A PARTY'S
SHARES.
19.
COVENANTS
19.1
THE SHAREHOLDERS UNDERTAKE TO EACH OTHER TO
EXECUTE AND PERFORM ALL SUCH DEEDS, DOCUMENTS, ASSURANCES, ACTS AND THINGS AND
TO EXERCISE ALL POWERS AND RIGHTS AVAILABLE TO THEM, INCLUDING THE CONVENING OF
ALL MEETINGS AND THE GIVING OF ALL WAIVERS AND CONSENTS AND PASSING OF ALL
RESOLUTIONS REASONABLY REQUIRED TO ENSURE THAT THE SHAREHOLDERS, THE DIRECTORS
APPOINTED BY THEM AND, SO FAR AS ANY OBLIGATIONS ARE EXPRESSED TO BE IMPOSED
UPON THEM, THE COMPANY AND ITS SUBSIDIARIES GIVE EFFECT TO THE TERMS OF THIS
AGREEMENT.
19.2
WITHOUT PREJUDICE TO THE GENERALITY OF SUBCLAUSE
19.1, THE SHAREHOLDERS AGREE, AS BETWEEN THEMSELVES, THAT, IF ANY PROVISIONS OF
THE ARTICLES OF THE COMPANY AT ANY TIME CONFLICT WITH ANY PROVISIONS OF THIS
AGREEMENT, THE PROVISIONS OF THIS AGREEMENT SHALL PREVAIL AND THE SHAREHOLDERS
SHALL EXERCISE ALL POWERS AND RIGHTS AVAILABLE TO THEM TO PROCURE THE AMENDMENT
OF THE ARTICLES OF THE COMPANY TO THE EXTENT NECESSARY TO PERMIT THE COMPANY AND
ITS AFFAIRS TO BE REGULATED AS PROVIDED IN THIS AGREEMENT.
20.
DURATION
This agreement shall commence on the date of this agreement and, unless
terminated by the written agreement of the parties to it, shall continue for so
long as two or more parties continue to hold Shares in the Company but a
Shareholder will cease to have any further rights or obligations under this
agreement on ceasing to hold any Shares except in relation to those provisions
which are expressed to continue in force and provided that this Clause shall not
affect any of the rights