IF A REQUIREMENT FOR ACCEPTANCE HAS NOT BEEN COMPLIED WITH.
(D)
IF ANY SHARES DELIVERED BY YOU ARE NOT
EXCHANGED FOR CASH FOR ANY REASON PURSUANT TO THE TERMS AND CONDITIONS OF THIS
OFFER, THEY WILL BE RETURNED TO YOU (AT YOUR RISK) AS PROMPTLY AS PRACTICABLE
FOLLOWING THE EXPIRATION OR WITHDRAWAL OF THIS OFFER. IN SUCH CASE, SHUFFLE
MASTER WILL RETURN, AT YOUR RISK, YOUR ACCEPTANCE FORM TOGETHER WITH ANY OTHER
DOCUMENTS FORWARDED BY YOU, TO YOUR ADDRESS AS SHOWN ON THE ACCEPTANCE FORM OR
SUCH OTHER ADDRESS AS YOU MAY NOTIFY SHUFFLE MASTER IN WRITING.
8.5
THE EFFECT OF ACCEPTANCE
(A)
ONCE YOU HAVE ACCEPTED THIS OFFER, YOU WILL
BE UNABLE TO REVOKE YOUR ACCEPTANCE, THE CONTRACT RESULTING FROM YOUR ACCEPTANCE
WILL BE BINDING ON YOU AND YOU WILL BE UNABLE TO WITHDRAW YOUR SHARES FROM THE
OFFER OR OTHERWISE DISPOSE OF YOUR SHARES, EXCEPT AS FOLLOWS:
(1)
IF, BY THE RELEVANT TIMES SPECIFIED IN
SECTION 8.5(B), THE CONDITIONS IN SECTION 8.7 HAVE NOT ALL BEEN FULFILLED OR
FREED, THIS OFFER WILL AUTOMATICALLY TERMINATE AND YOUR SHARES WILL BE RETURNED
TO YOU; OR
(2)
IF THE OFFER PERIOD IS EXTENDED FOR MORE
THAN ONE MONTH AND, AT THE TIME, THIS OFFER IS SUBJECT TO ONE OR MORE OF THE
CONDITIONS IN SECTION 8.7, YOU MAY BE ABLE TO WITHDRAW YOUR ACCEPTANCE AND YOUR
SHARES IN ACCORDANCE WITH SECTION 650E OF THE CORPORATIONS ACT. A NOTICE WILL BE
SENT TO YOU AT THE TIME EXPLAINING YOUR RIGHTS IN THIS REGARD.
(B)
THE RELEVANT TIMES FOR THE PURPOSES OF
SECTION 8.5(A)(1) ARE:
(1)
IN RELATION TO THE CONDITION IN
SECTION 8.7(C), THE END OF THE THIRD BUSINESS DAY AFTER THE END OF THE OFFER
PERIOD; AND
44
(2)
IN RELATION TO ALL OTHER CONDITIONS IN
SECTION 8.7, THE END OF THE OFFER PERIOD.
(C)
BY SIGNING AND RETURNING THE ACCEPTANCE
FORM, OR OTHERWISE ACCEPTING THIS OFFER PURSUANT TO SECTION 8.3, YOU WILL BE
DEEMED TO HAVE:
(1)
ACCEPTED THIS OFFER (AND ANY VARIATION OF
IT) IN RESPECT OF, AND, SUBJECT TO ALL OF THE CONDITIONS TO THIS OFFER IN
SECTION 8.7 BEING FULFILLED OR FREED, AGREED TO TRANSFER TO SHUFFLE MASTER, YOUR
SHARES (EVEN IF THE NUMBER OF SHARES SPECIFIED ON THE ACCEPTANCE FORM DIFFERS
FROM THE NUMBER OF YOUR SHARES), SUBJECT TO SECTION 8.1(E) AND SECTION 8.1(F);
(2)
REPRESENTED AND WARRANTED TO SHUFFLE MASTER,
AS A FUNDAMENTAL CONDITION, GOING TO THE ROOT OF THE CONTRACT RESULTING FROM
YOUR ACCEPTANCE, THAT AT THE TIME OF ACCEPTANCE, AND THE TIME THE TRANSFER OF
YOUR SHARES TO SHUFFLE MASTER IS REGISTERED, THAT ALL YOUR SHARES ARE AND WILL
BE FREE FROM ALL MORTGAGES, CHARGES, LIENS, ENCUMBRANCES AND ADVERSE INTERESTS
OF ANY NATURE (WHETHER LEGAL OR OTHERWISE) AND FREE FROM RESTRICTIONS ON
TRANSFER OF ANY NATURE (WHETHER LEGAL OR OTHERWISE), THAT YOU HAVE FULL POWER
AND CAPACITY TO ACCEPT THIS OFFER AND TO SELL AND TRANSFER THE LEGAL AND
BENEFICIAL OWNERSHIP IN YOUR SHARES TO SHUFFLE MASTER, AND THAT YOU HAVE PAID