THE EVENT ANY OF THE
CONTINUING SHAREHOLDERS CEASES TO BE A DIRECTOR OF THE COMPANY, THE BALANCE OF
THE PG LIABILITIES THEN REMAINING, IF ANY, SHALL BECOME THE OF THE
RESPONSIBILITY OF THE OTHER CONTINUING SHAREHOLDERS, PROVIDED THAT IF ALL OF THE
CONTINUING SHAREHOLDERS CEASES TO BE DIRECTORS OF COMPANY AT THE SAME (OR
SUBSTANTIALLY THE SAME TIME), THE BALANCE OF THE PG LIABILITIES THEN REMAINING,
IF ANY, SHALL BE REPAYABLE IN FULL IMMEDIATELY.
10.
CONFIDENTIALITY AND ANNOUNCEMENTS
10.1
EXCEPT SO FAR AS MAY BE REQUIRED BY LAW, AND IN
SUCH CIRCUMSTANCES ONLY AFTER PRIOR CONSULTATION WITH EACH OTHER,
NEITHER PARTY
SHALL ,AT ANY TIME, DISCLOSE TO ANY PERSON OR USE TO THE DETRIMENT OF THE OTHER
THIS AGREEMENT OR ANY TRADE SECRET OR OTHER CONFIDENTIAL INFORMATION WHICH THEY
HOLD IN RELATION TO THE
OTHER OR ITS AFFAIRS.
10.2
NO PARTY SHALL MAKE ANY ANNOUNCEMENT RELATING TO
THIS AGREEMENT OR ITS SUBJECT MATTER WITHOUT THE PRIOR WRITTEN APPROVAL OF THE
OTHER PARTY EXCEPT AS REQUIRED BY LAW OR BY ANY LEGAL OR REGULATORY AUTHORITY
(IN WHICH CASE THE PARTIES SHALL CO-OPERATE, IN GOOD FAITH, IN ORDER TO AGREE
THE CONTENT OF ANY SUCH ANNOUNCEMENT SO FAR AS PRACTICABLE PRIOR TO IT BEING
MADE).
11.
FURTHER ASSURANCE
Both parties shall (at their expense) promptly execute and deliver all such
documents, and do all such things, as either party may from time to time
reasonably require for the purpose of giving full effect to the provisions of
this agreement.
9
12.
REPORTING REQUIREMENTS
12.1
THE CONTINUING SHAREHOLDERS SHALL PROCURE THAT
THE COMPANY KEEPS TRUE, ACCURATE AND UP-TO-DATE BOOKS AND RECORDS OF ALL THE
AFFAIRS OF THE COMPANY,
.
12.2
WITHIN 2 WEEKS FROM THE END OF EACH CALENDAR
MONTH, THE COMPANY MUST PREPARE AND SEND TO MGT:
(A)
UNAUDITED MANAGEMENT ACCOUNTS OF THE COMPANY FOR THAT
MONTH,
(B)
CUMULATIVE MANAGEMENT ACCOUNTS FOR THE CURRENT
ACCOUNTING PERIOD UP TO AND INCLUDING THAT MONTH,
(C)
ROLLING CASH FLOW FORECASTS FOR A PERIOD OF 12 MONTHS
FROM THE END OF EACH MONTH, AND
(D)
DETAILS OF THE CAPITAL EXPENDITURE AND WORK IN
PROGRESS OF THE COMPANY AT THAT DATE.
12.3
THE DIRECTORS AND THE COMPANY SHALL PROVIDE
ANNUAL AUDITED REPORTS AND ACCOUNTS FOR THE COMPANY WITHIN 3 MONTHS AFTER EACH
FINANCIAL YEAR END.
12.4
NOT LATER THAN ONE MONTH BEFORE THE START OF EACH
OF THE COMPANY'S FINANCIAL YEARS, THE COMPANY MUST AT ITS OWN COST PREPARE AND
SEND TO THE BOARD AN ANNUAL BUDGET AND BUSINESS PLAN FOR THE COMPANY FOR THAT
FINANCIAL YEAR..
12.5
IN ADDITION TO ACCOUNTS AND MANAGEMENT
INFORMATION, THE COMPANY MUST SUPPLY TO MGT ANY OTHER INFORMATION RELATING TO
THE COMPANY IT MAY REQUIRE. IN PARTICULAR IT MUST:
(a)
keep MGT fully and promptly informed as to all
material developments regarding the Company's financial and business affairs,
(b)
promptly notify MGT of any significant litigation or
arbitration affecting or likely to affect the Company, and of any bona fide
offer to purchase or subscribe for any share capital of