IN WHICH HE HAS AT LEAST A 51 % INTEREST OR WHICH HAS AT LEAST A 51 % INTEREST IN HIS EQUITY CAPITAL . HOWEVER , A TRANSFER TO BRITISH PETROLEUM COMPANY LTD , LONDON , IS NOT POSSIBLE . IN THE EVENT OF A SALE OF SHARES IN SOME OTHER MANNER , THE OTHER SHAREHOLDERS HAVE AN OPTION ON THEM .
- DBP HAS A 33 1/3 % INTEREST IN CGT ; THE REMAINING SHARES ARE DIVIDED EQUALLY BETWEEN DBB AND PCV .
- THE COMPANY HAS THREE EXECUTIVE DIRECTORS , DBB , PCV AND DBP APPOINTING ONE EACH . IT IS REPRESENTED EITHER BY TWO EXECUTIVE DIRECTORS ACTING JOINTLY OR BY ONE EXECUTIVE DIRECTOR TOGETHER WITH ONE GENERAL AGENT . MATTERS FALLING OUTSIDE THE NORMAL COURSE OF BUSINESS SUCH AS FINANCIAL PLANNING , THE ACCEPTANCE OF GUARANTEES , THE MAKING OF MAJOR INVESTMENTS , ETC . , ARE SUBJECT TO THE AGREEMENT OF THE GENERAL MEETING . THE LATTER HAS A QUORUM IF TWO-THIRDS OF THE COMPANY'S CAPITAL IS REPRESENTED , AND ITS DECISIONS REQUIRE A UNANIMOUS VOTE .
- DBP , DB , DBB AND PCV UNDERTAKE TO MAKE AVAILABLE FREE OF CHARGE TO CGT ALL THEIR EXISTING AND FUTURE KNOW-HOW WHICH COULD BE CONDUCIVE TO THE ATTAINMENT OF THE OBJECT OF THE COOPERATION . PCV HAS , IN ADDITION , CONTRIBUTED ALL ITS KNOW-HOW IN THE FIELD OF COOPERATION INCLUDING ITS RIGHTS TO VALID PATENTS RELATING TO COAL GASIFICATION .
- DBP , DB , DBB AND PCV UNDERTAKE BOTH ON THEIR OWN BEHALF AND ON BEHALF OF THEIR ASSOCIATED COMPANIES , TO REFRAIN FROM COMPETING WITH CGT IN THE FIELD OF COOPERATION DURING THE PERIOD OF THEIR PARTICIPATION IN THE JOINT VENTURE . ONLY DBP'S PARENT COMPANY , BRITISH PETROLEUM CO . LTD , LONDON , IS EXEMPT FROM THIS OBLIGATION .
- DBP , DB , DBB AND PCV UNDERTAKE TO REFRAIN FROM USING , FOR THE PURPOSES OF THEIR OWN COMPANIES OR FROM DIVULGING TO THIRD COMPANIES OR ASSOCIATED COMPANIES WITHIN THE MEANING OF SECTIONS 17 TO 19 OF THE AKTIENGESETZ ( THE GERMAN COMPANIES LAW , DEALING HERE WITH PARENT AND SUBSIDIARY COMPANIES , UNDERTAKINGS BELONGING TO A GROUP AND COMPANIES WITH CROSS HOLDINGS ) , AND CONFIDENTIAL INFORMATION RELATING TO THE OBJECT OF THE COOPERATION OBTAINED DURING THE CURRENCY OF THE COOPERATION AGREEMENT FROM OTHER PARTIES OR FROM CGT .
- CGT'S SHAREHOLDERS UNDERTAKE , IN THE EVENT OF THEIR WITHDRAWAL FROM CGT , TO REFRAIN FOR A FIVE-YEAR PERIOD FROM EXPLOITING KNOW-HOW BELONGING TO CGT IN THE FIELD OF COOPERATION AND FROM DIVULGING IT TO THIRD PARTIES . A FIXED PENALTY OF DM 100 000 IS PAYABLE IN RESPECT OF EACH BREACH OF THIS OBLIGATION . IN THE EVENT OF A DISPUTE , IT IS FOR THE SHAREHOLDER WHO HAS WITHDRAWN TO SHOW PROOF THAT IT HAS NEITHER EXPLOITED ITSELF CGT'S KNOW-HOW IN THE FIELD OF COOPERATION , NOR DIVULGED IT TO THIRD PARTIES . THE PARTIES AGREE THAT THIS