(II)
THE NUMBER OF SHARES
("SALE SHARES") PROPOSED TO BE TRANSFERRED BY THE PRE-EMPTION VENDOR, WHICH MUST
BE ALL THE SHARES HELD BY THE PRE-EMPTION VENDOR;
(III)
THE PRICE ("PRE-EMPTION
PRICE") AT WHICH THE PRE-EMPTION VENDOR WISHES TO TRANSFER THE SALE SHARES AND
ANY OTHER MATERIAL TERMS OF THE PROPOSED TRANSACTION (WHICH, TOGETHER WITH THE
PRE-EMPTION PRICE, ARE THE "PRE-EMPTION TERMS");
(IV)
THAT THE SALE SHARES ARE
OFFERED TO THE PRE-EMPTION MEMBER ON THE PRE-EMPTION TERMS; AND
(V)
THAT THE PRE-EMPTION
MEMBER HAS 15 BUSINESS DAYS FOLLOWING RECEIPT OF THE PRE-EMPTION NOTICE TO
NOTIFY THE PRE-EMPTION VENDOR AND THE COMPANY IN WRITING WHETHER IT OR AN
ALTERNATIVE PURCHASER IS WILLING TO PURCHASE THE SALE SHARES.
(C)
NO PRE-EMPTION NOTICE
ONCE GIVEN IN ACCORDANCE WITH THIS AGREEMENT MAY BE WITHDRAWN OR REVOKED WITHOUT
THE APPROVAL OF THE BOARD.
(D)
THE PRE-EMPTION NOTICE
CONSTITUTES THE COMPANY AS THE AGENT OF THE PRE-EMPTION VENDOR FOR THE SALE OF
THE SALE SHARES ON THE PRE-EMPTION TERMS.
(E)
IF THE PRE-EMPTION MEMBER
NOTIFIES THE PRE-EMPTION VENDOR AND THE COMPANY IN ACCORDANCE WITH CLAUSE
8.3(B)(V) THAT IT OR AN ALTERNATIVE PURCHASER IS WILLING TO PURCHASE THE SALE
SHARES, THE COMPANY MUST PROMPTLY GIVE A NOTICE ("COMPLETION NOTICE") TO THE
PRE-EMPTION VENDOR AND THE PRE-EMPTION MEMBER SPECIFYING THE PLACE AND TIME
(BEING NOT LESS THAN 10 BUSINESS DAYS AND NOT MORE THAN 20 BUSINESS DAYS AFTER
THE DATE OF THE COMPLETION NOTICE) AT WHICH THE TRANSFER OF THE SALE SHARES IS
TO BE COMPLETED.
(F)
UPON RECEIPT OF A
COMPLETION NOTICE COMPLYING WITH CLAUSE 8.3(E), THE PRE-EMPTION VENDOR IS
OBLIGED, SUBJECT TO RECEIPT OF THE CASH CONSIDERATION OFFERED UNDER THE
PRE-EMPTION TERMS, TO TRANSFER ALL OF ITS SHARES TO THE PRE-EMPTION MEMBER.
(G)
IF ALL THE SALE SHARES
HAVE NOT BEEN SOLD UNDER THE PRECEDING PARAGRAPHS OF THIS CLAUSE, THE
PRE-EMPTION VENDOR MAY, AT ANY TIME WITHIN THREE MONTHS AFTER RECEIVING
CONFIRMATION FROM THE COMPANY THAT THE PRE-EMPTION PROCEDURE UNDER THIS CLAUSE
8.3 HAS BEEN EXHAUSTED, TRANSFER THE REMAINING SALE SHARES TO ANY PERSON OR
PERSONS ON TERMS THAT ARE NO MORE FAVOURABLE (TO THOSE PERSONS) THAN THE
PRE-EMPTION TERMS.
(H)
A PRE-EMPTION MEMBER MAY,
DURING THE 15 BUSINESS DAY PERIOD REFERRED TO IN CLAUSE 8.3(B)(V), FIND AN
ALTERNATIVE PURCHASER ("ALTERNATIVE PURCHASER") FOR THE SALE SHARES PROVIDED
THAT THE ALTERNATIVE PURCHASER OFFERS TO BUY THOSE SALE SHARES ON THE SAME OR
BETTER TERMS (TO THE PRE-EMPTION VENDOR) THAN THE PRE-EMPTION TERMS.
IN THE
EVENT THAT A PRE-EMPTION MEMBER NOTIFIES THE PRE-EMPTION VENDOR UNDER CLAUSE
8.3(B)(V) THAT AN ALTERNATIVE PURCHASER IS WILLING TO BUY THE SALE SHARES,
REFERENCES TO A PRE-EMPTION MEMBER IN CLAUSES 8.3(E) AND 8.3(F) ABOVE WILL BE
DEEMED TO BE REFERENCES TO THE ALTERNATIVE PURCHASER.
28
(I)
THIS CLAUSE 8.3 ABOVE
DOES NOT APPLY TO A TRANSFER OF SHARES:
(I)
PERMITTED UNDER
CLAUSE 8.2;
(II)
PURSUANT TO CLAUSE 8.4
IF THE PRE-EMPTION PROCEDURE UNDER THIS CLAUSE 8.3 ABOVE HAS ALREADY BEEN
OBSERVED IN RESPECT OF THE PROPOSED TRANSFER UNDER THAT CLAUSE; OR
(III)