(B)
OTHER PARTS OF SPEECH AND GRAMMATICAL FORMS
OF A WORD OR PHRASE DEFINED IN THIS AGREEMENT HAVE A CORRESPONDING MEANING;
(C)
AN EXPRESSION IMPORTING A NATURAL PERSON
INCLUDES ANY COMPANY, PARTNERSHIP, JOINT VENTURE, ASSOCIATION, CORPORATION OR
OTHER BODY CORPORATE AND ANY GOVERNMENT AGENCY;
(D)
A REFERENCE TO ANY THING (INCLUDING, BUT NOT
LIMITED TO, ANY RIGHT) INCLUDES A PART OF THAT THING BUT NOTHING IN THIS
CLAUSE 1.2(D) IMPLIES THAT PERFORMANCE OF PART OF AN OBLIGATION CONSTITUTES
PERFORMANCE OF THE OBLIGATION;
(E)
A REFERENCE TO A CLAUSE, PARTY OR
SCHEDULE IS A REFERENCE TO A CLAUSE OF, AND A PARTY OR SCHEDULE TO, THIS
AGREEMENT AND A REFERENCE TO THIS AGREEMENT INCLUDES ANY SCHEDULE;
(F)
A REFERENCE TO A STATUTE, REGULATION,
PROCLAMATION, ORDINANCE OR BY-LAW INCLUDES ALL STATUTES, REGULATIONS,
PROCLAMATIONS, ORDINANCES OR BY-LAWS AMENDING, CONSOLIDATING OR REPLACING IT,
WHETHER PASSED BY THE SAME OR ANOTHER GOVERNMENT AGENCY WITH LEGAL POWER TO DO
SO, AND A REFERENCE TO A STATUTE INCLUDES ALL REGULATIONS, PROCLAMATIONS,
ORDINANCES AND BY-LAWS ISSUED UNDER THAT STATUTE;
(G)
A REFERENCE TO A DOCUMENT INCLUDES ALL
AMENDMENTS OR SUPPLEMENTS TO, OR REPLACEMENTS OR NOVATIONS OF, THAT DOCUMENT;
(H)
A REFERENCE TO A PARTY TO A DOCUMENT INCLUDES
THAT PARTY'S SUCCESSORS AND PERMITTED ASSIGNS;
(I)
A REFERENCE TO AN AGREEMENT OTHER THAN
THIS AGREEMENT INCLUDES AN UNDERTAKING, DEED, AGREEMENT OR LEGALLY ENFORCEABLE
ARRANGEMENT OR UNDERSTANDING WHETHER OR NOT IN WRITING;
(J)
A REFERENCE TO ANY TIME IS A REFERENCE TO
THAT TIME IN SYDNEY;
(K)
AN EXPRESSION DEFINED IN, OR GIVEN A MEANING
FOR THE PURPOSE OF, THE CORPORATIONS ACT IN A CONTEXT SIMILAR TO THAT IN WHICH
THE EXPRESSION IS USED IN THIS AGREEMENT HAS THE SAME MEANING OR DEFINITION; AND
(L)
IF AN EVENT MUST OCCUR ON A STIPULATED
DAY THAT IS NOT A BUSINESS DAY THEN THE STIPULATED DAY WILL BE TAKEN TO BE THE
NEXT BUSINESS DAY.
3
2
Takeover Bids
2.1
MAKING OF TAKEOVER BID
(A)
BIDDER AGREES TO:
(1)
MAKE OFFERS PURSUANT TO A TAKEOVER BID UNDER
CHAPTERS 6 TO 6C OF THE CORPORATIONS ACT TO ACQUIRE ALL THE TARGET SHARES (OTHER
THAN TARGET SHARES HELD BY THE BIDDER PRIOR TO THE COMMENCEMENT OF THE OFFER
PERIOD) ON TERMS NO LESS FAVOURABLE TO TARGET SHAREHOLDERS THAN THE AGREED BID
TERMS; AND
(2)
PUBLICLY PROPOSE (BY MEANS OF AN
ANNOUNCEMENT TO THE AUSTRALIAN STOCK EXCHANGE WHICH IS SUBSTANTIALLY IN
ACCORDANCE WITH THE FORM OF THE AGREED ANNOUNCEMENT) TO MAKE OFFERS UNDER THE
TAKEOVER BID IMMEDIATELY AFTER BOTH PARTIES HAVE EXECUTED THIS AGREEMENT.
(B)
BIDDER MAY SATISFY ITS OBLIGATIONS UNDER
CLAUSE 2.1(A) BY CAUSING A WHOLLY OWNED SUBSIDIARY TO DO THE THINGS REFERRED TO
IN PARAGRAPHS 2.1(A)(1) OR 2.1(A)(2). IF BIDDER DOES THAT:
(1)
REFERENCES TO THE TAKEOVER BID ARE
REFERENCES TO THE TAKEOVER BID OF THE SUBSIDIARY; AND
(2)
REFERENCES TO THE BIDDER MAKING THE TAKEOVER
BID ARE TO THE BIDDER CAUSING THE SUBSIDIARY TO MAKE THE TAKEOVER BID.
2.2
Target's assessment of Takeover Bid
Target represents and warrants that:
(A)
THE