ANY SECURITIES IN
ANY GROUP COMPANY TO A PERSON OTHER THAN THE COMPANY;
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(V)
ANY RESTRUCTURE OF THE
CAPITAL OF ANY GROUP COMPANY, INCLUDING ANY BUY-BACK, REDUCTION, CONSOLIDATION
OR SPLIT OF THE CAPITAL OF ANY GROUP COMPANY;
(VI)
ANY TRANSACTION BETWEEN A
GROUP COMPANY AND A RELATED PARTY OTHER THAN A TRANSACTION THAT FALLS WITHIN THE
EXCEPTION UNDER CLAUSE 210 OF THE ACT AS IF A REFERENCE TO A PUBLIC COMPANY IN
THAT SECTION WERE A REFERENCE TO ANY GROUP COMPANY; AND
(VII)
THE GRANT OF ANY MORTGAGE,
CHARGE OR OTHER SECURITY INTEREST OVER OR NEGATIVE PLEDGE IN RESPECT OF ANY
ASSETS OF THE COMPANY IN EXCESS OF $500,000 OR THE ISSUE OF ANY GUARANTEE FOR
DEBTS OF THIRD PARTIES EXCEPT UNDER THE FINANCING DOCUMENTS.
(B)
THE ANZ MEMBER GRANTS TO
THE COMPANY, CHANNELL AND THE CHANNELL MEMBER AN OPTION TO ACQUIRE ALL (BUT NOT
SOME) OF THE SHARES HELD BY THE ANZ MEMBER IF THE ANZ DIRECTORS DO NOT APPROVE
ANY ACQUISITION OF AN ASSET UNDER CLAUSE 7.4(A)(I) AT ANY TIME ON OR BEFORE THE
SECOND ANNIVERSARY OF THE COMPLETION DATE.
THE CALL OPTION GRANTED UNDER THIS
CLAUSE 7.4(B) MAY BE EXERCISED IN ACCORDANCE WITH THE PROCEDURE SET OUT IN
CLAUSE 10.3 AND THE PRICE PER SHARE TO BE PAID TO THE ANZ MEMBER FOR THE
TRANSFER OF ITS SHARES PURSUANT TO THE CALL OPTION IS THE SAME PRICE PER SHARE
REFERRED TO IN CLAUSE 10.3(C)(III).
7.5
The Chairman
(A)
THE INITIAL CHAIRMAN OF
THE BOARD WILL BE WILLIAM H. CHANNELL JR.
THEREAFTER, THE CHAIRMAN OF THE BOARD
FROM TIME TO TIME WILL BE THE CHAIRMAN OF CHANNELL, OR IF THE CHANNELL MEMBER NO
LONGER HOLDS SHARES OR NO PERSON OCCUPIES THAT POSITION, A PERSON APPOINTED BY
THE BOARD.
(B)
THE CHAIRMAN IS NOT
ENTITLED TO ANY CASTING VOTE IN ADDITION TO ANY VOTE TO WHICH HE IS ENTITLED AS
A DIRECTOR.
7.6
Day-to-day management
(A)
EXECUTIVE MANAGEMENT OF
THE DAY-TO-DAY AFFAIRS AND BUSINESS OF THE GROUP COMPANIES WILL BE MANAGED BY
THE MANAGING DIRECTOR OF THE COMPANY UNDER THE GUIDANCE OF THE BOARD.
(B)
THE BOARD MAY DELEGATE
AUTHORITY (ON SUCH TERMS AS IT CONSIDERS APPROPRIATE) TO MEMBERS OF THE
EXECUTIVE MANAGEMENT TEAM OF THE GROUP COMPANIES AS THE BOARD DECIDES FROM TIME
TO TIME.
A DELEGATED AUTHORITY MAY BE REVOKED BY THE BOARD AT ANY TIME.
7.7
Senior Executives
(A)
WITHIN 12 MONTHS OF THE
COMPLETION DATE AND PRIOR TO THE EXPIRY OF THE RETENTION PERIOD, THE BOARD MUST
ADOPT A PLAN FOR INCENTIVISING THE SENIOR EXECUTIVES IN THE PERFORMANCE OF THEIR
DUTIES AND OBLIGATIONS IN RESPECT OF THE GROUP COMPANIES.
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(B)
THE ANZ DIRECTOR MUST BE
NOTIFIED BEFORE THE BOARD APPOINTS, SUBSTITUTES OR REMOVES ANY CHIEF EXECUTIVE
OFFICER OR CHIEF FINANCIAL OFFICER OF THE COMPANY AND THE ANZ DIRECTOR MUST BE
PROVIDED WITH A REASONABLE OPPORTUNITY TO COMMENT ON THE APPOINTMENT,
SUBSTITUTION OR REMOVAL.
7.8
Observer at Board meetings
(A)
IF ANZ HAS NOT APPOINTED
A DIRECTOR IN ACCORDANCE WITH CLAUSE 7.2