approach or
solicit, and must procure that no Buyer Group Member or any of their Associates
approaches or solicits, any person whom the Buyer is aware is an agent or
employee of a Seller Group Member occupying a senior management position or
likely, in the opinion of the Seller to be:
(A)
IN POSSESSION OF CONFIDENTIAL INFORMATION
RELATING TO A SELLER GROUP MEMBER'S BUSINESS; OR
(B)
ABLE TO INFLUENCE THE CUSTOMER RELATIONSHIPS
OR CONNECTIONS OF THE SELLER GROUP MEMBER'S BUSINESS,
for the purpose of recruiting that person. This restriction does not apply where
a person responds to an advertisement published by a Buyer Group Member which is
targeted to a wide audience of potential applicants.
18
CONFIDENTIALITY AND ANNOUNCEMENTS
18.1
AGREED ANNOUNCEMENT
A party may not make any other public announcement relating to this agreement,
the New Zealand Sale Agreement or a Transaction Agreement (including the fact
that the parties have executed this agreement, the New Zealand Sale Agreement or
any Transaction Agreement) unless the other party has consented to the
announcement, including the form and content of that disclosure, or unless the
announcement would be permitted under an exemption in clause 18.2(a)(1),
18.2(a)(2) or 18.2(a)(6).
18.2
CONFIDENTIALITY
(A)
EACH PARTY (RECIPIENT) MUST KEEP SECRET AND
CONFIDENTIAL, AND MUST NOT DIVULGE OR DISCLOSE ANY INFORMATION RELATING TO
ANOTHER PARTY OR ITS BUSINESS (WHICH IS DISCLOSED TO THE RECIPIENT BY THE OTHER
PARTY, ITS REPRESENTATIVES OR ADVISERS), THIS AGREEMENT OR ANY TRANSACTION
AGREEMENT OR THE TERMS OF THE SALE OTHER THAN TO THE EXTENT THAT:
(1)
THE INFORMATION IS IN THE PUBLIC DOMAIN AS
AT THE DATE OF THIS AGREEMENT (OR SUBSEQUENTLY BECOMES IN THE PUBLIC DOMAIN
OTHER THAN BY BREACH OF ANY OBLIGATION OF CONFIDENTIALITY BINDING ON THE
RECIPIENT);
(2)
THE RECIPIENT IS REQUIRED TO DISCLOSE THE
INFORMATION BY APPLICABLE LAW OR THE RULES OF ANY RECOGNISED STOCK EXCHANGE ON
WHICH ITS SHARES OR THE SHARES OF ANY OF ITS RELATED BODIES CORPORATE ARE LISTED
42
OR PROPOSED TO BE LISTED, PROVIDED THAT THE RECIPIENT HAS TO THE EXTENT POSSIBLE
HAVING REGARD TO THE REQUIRED TIMING OF THE DISCLOSURE CONSULTED WITH THE
PROVIDER OF THE INFORMATION AS TO THE FORM AND CONTENT OF THE DISCLOSURE;
(3)
THE DISCLOSURE IS MADE BY THE RECIPIENT TO
ITS FINANCIERS OR LAWYERS, ACCOUNTANTS, INVESTMENT BANKERS, CONSULTANTS OR OTHER
PROFESSIONAL ADVISERS TO THE EXTENT NECESSARY TO ENABLE THE RECIPIENT TO
PROPERLY PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT OR TO CONDUCT THEIR
BUSINESS GENERALLY, IN WHICH CASE THE RECIPIENT MUST ENSURE THAT SUCH PERSONS
KEEP THE INFORMATION SECRET AND CONFIDENTIAL AND DO NOT DIVULGE OR DISCLOSE THE
INFORMATION TO ANY OTHER PERSON;
(4)
THE DISCLOSURE IS NECESSARY TO SEEK
SATISFACTION OF THE CONDITION IN CLAUSE 2.1(A) OR CLAUSE 2.1(E) OR FOR THE
PURPOSES OF CLAUSE 10.5(B)(1), PROVIDED THAT THE RELEVANT GOVERNMENTAL AGENCY OR
OTHER THIRD PARTY IS MADE AWARE OF THE CONFIDENTIAL NATURE OF THE INFORMATION
AND IS INSTRUCTED TO KEEP THE INFORMATION SECRET AND CONFIDENTIAL AND DOES NOT
DIVULGE OR DISCLOSE THE INFORMATION TO