OF ANY SHARES WITHOUT
THE PRIOR WRITTEN CONSENT OF ANZ TO THE DISPOSAL,
AND THE BOARD MAY REFUSE TO REGISTER ANY SUCH DISPOSAL WHICH IS A TRANSFER OF
SHARES WITHOUT OBTAINING SUCH CONSENT.
(E)
ANY MEMBER WISHING TO
TRANSFER SHARES TO ANOTHER PERSON MAY ONLY TRANSFER ALL, NOT SOME ONLY, OF ITS
SHARES.
(F)
FOR THE PURPOSES OF
THIS CLAUSE, THE FOLLOWING IS DEEMED TO BE A DISPOSAL BY A MEMBER:
(I)
ANY DIRECTION (BY
WAY OF RENUNCIATION OR OTHERWISE) BY A MEMBER ENTITLED TO AN ISSUE OR TRANSFER
OF SHARES THAT A SHARE BE ISSUED OR TRANSFERRED TO SOME PERSON OTHER THAN THAT
MEMBER;
(II)
ANY TRANSFER, SALE OR
OTHER DISPOSAL OF ANY RIGHT OR INTEREST IN A SHARE (INCLUDING ANY VOTING OR
DIVIDEND RIGHT ATTACHED TO IT):
(A)
WHETHER OR NOT BY THE
RELEVANT MEMBER;
26
(B)
WHETHER OR NOT FOR
CONSIDERATION; AND
(C)
WHETHER OR NOT EFFECTED
BY AN INSTRUMENT IN WRITING;
(III)
THE CREATION OF ANY
SECURITY INTEREST OVER THE SHARE;
(IV)
ANY PERSON BECOMING
ENTITLED TO APPOINT A DIRECTOR OF THE COMPANY; OR
(V)
ANY PERSON ACQUIRING A
LEGAL OR EQUITABLE RIGHT AGAINST THE MEMBER WHICH HAS THE EFFECT OF PLACING THAT
PERSON IN THE SAME POSITION AS IF THAT PERSON HAD ACQUIRED A LEGAL OR EQUITABLE
INTEREST IN THE SHARE.
8.2
Permitted transfers
(A)
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT BUT SUBJECT TO CLAUSES 8.1(B) AND 8.2(B), ANY MEMBER
IS ENTITLED TO TRANSFER ALL (BUT NOT SOME) OF ITS SHARES TO:
(I)
A RELATED BODY
CORPORATE OF THE INVESTOR;
(II)
IN THE CASE OF AN ANZ
MEMBER:
(A)
A TRUSTEE, CUSTODIAN OR
NOMINEE OF ANZ PROVIDED THAT THE ANZ MEMBER RETAINS THE BENEFICIAL INTEREST IN
THE SHARES; OR
(B)
A COMPANY, TRUST, FUND
OR OTHER ENTITY (INCLUDING A POOLED DEVELOPMENT FUND) WHICH IS OWNED, MANAGED OR
CONTROLLED BY AN ANZ MEMBER OR ANZ PRIVATE EQUITY; OR
(C)
A COMPANY, TRUST, FUND
OR OTHER ENTITY (INCLUDING A POOLED DEVELOPMENT FUND) WHICH IS OWNED, MANAGED OR
CONTROLLED BY AN ENTITY FORMED AS PART OF A MANAGEMENT BUYOUT OF ANZ PRIVATE
EQUITY FROM ANZ.
(B)
IF THE TRANSFEREE UNDER
CLAUSE 8.2(A)(I) CEASES TO BE A RELATED BODY CORPORATE OF THE INVESTOR, THE ANZ
MEMBER CEASES AT ANY TIME TO RETAIN ITS BENEFICIAL INTEREST OR IF THE ANZ MEMBER
OR ANZ PRIVATE EQUITY CEASES TO OWN, MANAGE OR CONTROL ANY ENTITY REFERRED TO IN
CLAUSE 8.2(A)(II), IT MUST, WITHIN 15 BUSINESS DAYS OF SO CEASING, TRANSFER THE
SHARES HELD BY IT TO THAT INVESTOR OR A RELATED BODY CORPORATE OF THAT INVESTOR.
(C)
CLAUSES 8.3 AND 8.4 DO
NOT APPLY TO TRANSFERS PURSUANT TO THIS CLAUSE 8.2.
8.3
Pre-emptive right
(A)
A MEMBER ("PRE-EMPTION
VENDOR") WHO WISHES TO TRANSFER ITS SHARES TO A THIRD PARTY ("PRE-EMPTION
PURCHASER") MUST FIRST COMPLY WITH THE PROCEDURE IN THIS CLAUSE 8.3.
(B)
THE PRE-EMPTION VENDOR
MUST GIVE A NOTICE ("PRE-EMPTION NOTICE") TO THE OTHER MEMBER (THE "PRE-EMPTION
MEMBER") AND THE COMPANY SPECIFYING:
(I)
THE NAME OF THE
PRE-EMPTION PURCHASER;
27