OR DETERMINES REFERENCE BY VALUE TO SHARES
(TOGETHER A "DISPOSAL") OR GRANT A SECURITY INTEREST OVER ANY OF ITS SHARES IN
THE COMPANY OR ANY PORTION THEREOF OR ANY RIGHT OR INTEREST THEREIN NOW HELD OR
HEREAFTER ACQUIRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE ARTICLES
(INCLUDING, WITHOUT LIMITATION, THE RIGHTS OF PRE-EMPTION AND FIRST OFFER, AND
THE PROVISIONS RELATING TO TAG-ALONG, DRAG-ALONG AND SALE OF A CONTROLLING
INTEREST CONTAINED THEREIN) OR THIS AGREEMENT.
8.2
CONDITION PRECEDENT TO SHARE TRANSFERS.
EXCEPT AS MAY OTHERWISE BE AGREED BY THE INVESTORS IN WRITING, IT IS A CONDITION
PRECEDENT TO ANY TRANSFER OF ANY SHARES TO A PERSON NOT ALREADY A PARTY TO THIS
AGREEMENT THAT SUCH PERSON AGREES IN WRITING IN A FORM REASONABLY SATISFACTORY
TO THE INVESTORS TO BE BOUND BY THE TERMS OF THIS AGREEMENT OR TO SUCH OF THE
TERMS OF THIS AGREEMENT AND OF ANY OTHER AGREEMENT ANCILLARY HERETO OR REFERRED
TO HEREIN AS BIND THE TRANSFEROR OF SUCH SHARES PRIOR TO SUCH TRANSFER BECOMING
EFFECTIVE.
8.3
EFFECT OF TRANSFER IN BREACH.
ANY TRANSFER
OR PURPORTED TRANSFER MADE OTHERWISE THAN IN ACCORDANCE WITH THE PROVISIONS OF
THIS AGREEMENT OR THE ARTICLES SHALL NOT BE REGISTERED ON THE BOOKS OF THE
COMPANY AND SHALL BE VOID AND OF NO EFFECT WHATSOEVER AS TO THE COMPANY.
9.
WARRANTIES, REPRESENTATIONS AND
INFORMATION OBLIGATIONS
9.1
GENERAL.
IN CONSIDERATION OF THE INVESTORS
AGREEING TO ENTER INTO THIS AGREEMENT AND TO SUBSCRIBE FOR THEIR INVESTOR
SHARES, EACH OF THE WARRANTORS JOINTLY AND SEVERALLY:
(A)
REPRESENTS AND WARRANTS TO THE INVESTORS
AND EACH OF THEM THAT EACH STATEMENT IN SCHEDULE 5 IS TRUE AND ACCURATE AND NOT
MISLEADING;
(B)
ACKNOWLEDGES THAT THE INVESTORS HAVE BEEN
INDUCED TO ENTER AND ARE ENTERING INTO THIS AGREEMENT ON THE BASIS OF AND IN
RELIANCE UPON THE ACCURACY OF THE WARRANTIES; AND
(C)
AGREES THAT THE INVESTORS AND EACH OF THEM
MAY RELY ON THE WARRANTIES AND ANY INFORMATION PROVIDED UNDER CLAUSE 9.3 TO THE
EXCLUSION OF ANY OTHER INFORMATION.
9.2
SEPARATE AND INDEPENDENT WARRANTIES.
EACH
WARRANTY SHALL BE CONSTRUED AS A SEPARATE AND INDEPENDENT WARRANTY AND SHALL NOT
BE GOVERNED, LIMITED OR RESTRICTED BY REFERENCE TO OR INFERENCE FROM ANY OTHER
TERMS OF THIS AGREEMENT OR ANY OTHER WARRANTY.
THE WARRANTIES SHALL SURVIVE THE
COMPLETION OF THIS AGREEMENT.
9.3
PROVISION OF INFORMATION.
THE COMPANY SHALL
PROMPTLY PROVIDE THE INVESTORS WITH ANY INFORMATION WHICH THE INVESTORS, ACTING
BY AN INVESTOR MAJORITY, MAY BY WRITTEN
15
NOTICE REASONABLY REQUEST IN RELATION TO ANY OF THE WARRANTIES BUT THIS ONLY
APPLIES TO INFORMATION WHICH IS (EITHER NOW OR AT THE DATE OF THIS REQUEST) IN
THE POSSESSION OF THE COMPANY OR WHICH THE COMPANY OR ITS PROFESSIONAL ADVISERS
CAN REASONABLY BE EXPECTED TO OBTAIN.
9.4
NO RESTRICTION OF RIGHTS.
NO PROVISION OF
THIS AGREEMENT SHALL OPERATE:
(A)
TO EXCLUDE, RESTRICT OR OTHERWISE IMPAIR
ANY RIGHT OR REMEDY (INCLUDING WITHOUT LIMITATION ANY RIGHT TO DAMAGES OR
RESCISSION AND EQUITABLE REMEDIES OF ALL KINDS) TO WHICH AN INVESTOR IS OR
BECOMES