OF SUBCLAUSE 16.3 SHALL BE EXTENDED DURING ANY PERIOD THAT A DEADLOCK
OFFER NOTICE MAY NOT BE DELIVERED PURSUANT TO THE FOREGOING.
(I)
THE SHAREHOLDERS SHALL PROMPTLY SEEK
APPROVAL OF THE DFSA AND ALL OTHER NECESSARY REGULATORY CONSENTS FOR A TRANSFER
OF SHARES PURSUANT TO THIS SUBCLAUSE 16.5 AND USE ALL COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN SUCH APPROVAL AND CONSENTS WITHIN THE 45-DAY PERIOD SPECIFIED
FOR THE CLOSING OF THE TRANSFER IN SUBCLAUSE 16.5(E) OR 16.5(F).
NO SHAREHOLDER
SHALL BE PERMITTED TO DIRECT THE TRANSFER OF SHARES TO A THIRD PARTY UNLESS SUCH
THIRD PARTY SHALL BE APPROVED BY THE DFSA AND ANY OTHER RELEVANT REGULATORS
WITHIN SUCH 45-DAY PERIOD.
IF THE DFSA AND ANY OTHER RELEVANT REGULATORS DO NOT
APPROVE THE TRANSFER OF SHARES FROM ONE SHAREHOLDER TO THE OTHER SHAREHOLDER
WITHIN SUCH 45-DAY PERIOD, SUCH 45-DAY PERIOD SHALL BE EXTENDED FOR SUCH
ADDITIONAL PERIOD AS IS REASONABLY NECESSARY TO OBTAIN SUCH APPROVALS DURING
WHICH THE SHAREHOLDERS SHALL CONTINUE TO USE ALL COMMERCIALLY REASONABLE EFFORTS
TO OBTAIN THE APPROVAL OF THE DFSA AND ANY OTHER RELEVANT REGULATORS AS PROMPTLY
AS POSSIBLE.
16.6
(A)
ALL SHARES TRANSFERRED UNDER
THIS CLAUSE SHALL BE FREE FROM ALL LIENS, CHARGES AND ENCUMBRANCES AND SHALL
CARRY ALL RIGHTS, BENEFITS AND ADVANTAGES ATTACHED TO THEM EXCEPT THE RIGHT TO
ANY DIVIDEND DECLARED BUT NOT PAID PRIOR TO THE DATE OF THE REGISTRATION OF SUCH
TRANSFER; AND ON THE TRANSFER OF ANY SHARES THE HOLDERS OF THEM SHALL SECURE THE
RESIGNATIONS OF THEIR NOMINEES FROM ANY OFFICES IN THE COMPANY HELD BEFORE THE
TRANSFER AND THE TRANSFEREE OF THE SHARES MAY FILL SUCH VACANCIES AS IF THE
TRANSFER HAD BEEN REGISTERED.
(B)
SAVE AS PROVIDED IN SUBCLAUSE 16.6(A), NO
SHAREHOLDER SHALL BE OBLIGED TO GIVE ANY REPRESENTATIONS OR WARRANTIES IN
RELATION TO THE COMPANY ON A TRANSFER OF THE SHARES HELD BY IT.
(C)
THE SHAREHOLDERS AGREE TO DO OR PROCURE TO
BE DONE ALL SUCH ACTS AND THINGS AS MAY BE REQUIRED TO GIVE EFFECT TO THE
TRANSFER AND THE REGISTRATION OF THE SHARES TO BE TRANSFERRED INTO THE
NAME(S) OF THE TRANSFEREES.
29
17.
DEFAULT
17.1
IF (X) ANY OF THE MATTERS IN SUBCLAUSES
17.2(A) TO 17.2(I) SHALL OCCUR AND BE CONTINUING IN RELATION TO A SHAREHOLDER OR
(Y) ANY OF THE MATTERS IN SUBCLAUSES 17.2(B) TO 17.2(G) SHALL OCCUR AND BE
CONTINUING IN RELATION TO THE ULTIMATE HOLDING COMPANY OF SUCH SHAREHOLDER, THEN
THAT SHAREHOLDER SHALL BE A DEFAULTING PARTY (SO LONG AS SUCH MATTERS CONTINUE)
AND SHALL NOTIFY THE OTHER SHAREHOLDER THAT IT IS A DEFAULTING PARTY.
17.2
FOR THE PURPOSES OF SUBCLAUSE 17.1 THE MATTERS
REFERRED TO IN RELATION TO THE RELEVANT COMPANY ARE, IF IT:
(A)
MAKES A SERIOUS OR PERSISTENT DEFAULT IN
PERFORMING AND OBSERVING ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND, WHERE
SUCH DEFAULT IS CAPABLE OF REMEDY, FAILS TO REMEDY IT WITHIN 30 DAYS AFTER
SERVICE OF WRITTEN NOTICE FROM THE OTHER SHAREHOLDER OF SUCH DEFAULT, WHICH
PERIOD SHALL BE EXTENDED BY AN ADDITIONAL 30