AT A PRICE WHICH WOULD MAKE THEM COMPETITIVE WITH THE CONVENTIONAL FORMS OF SWITCHGEAR , A COLLABORATION AND POOLING OF THE RESOURCES AVAILABLE WAS ESSENTIAL IN ORDER THAT THE HEAVY EXPENDITURE INVOLVED BY THE INDIVIDUAL COMPANIES WOULD BE REDUCED . IT WAS IN THIS CIRCUMSTANCE THAT THE IDEA OF ESTABLISHING A JOINT FACILITY FOR RESEARCH AND DEVELOPMENT AROSE , AND THE ENGLISH ELECTRIC CO . LTD AND A . REYROLLE AND CO . LTD AGREED IN 1968 TO FORM THE COMPANY VACUUM INTERRUPTERS LTD . THE ARRANGEMENT BETWEEN ASSOCIATED ELECTRICAL INDUSTRIES LTD AND REYROLLE PARSONS LTD WAS ENTERED INTO BY THE NEW AGREEMENT OF 25 MARCH 1970 WHICH THEY SIGNED WITH VACUUM INTERRUPTERS LTD . THIS AGREEMENT IS THE SUBJECT OF THE NOTIFICATION OF 28 JUNE 1973 , TOGETHER WITH CERTAIN AMENDING AGREEMENTS SUBSIDIARY THERETO OF 17 NOVEMBER 1972 AND TWO SEPARATE ONES OF 24 NOVEMBER 1972 , THE CONTENTS OF WHICH AMENDING AGREEMENTS ARE NOT OTHER THAN AS MENTIONED MATERIAL TO THIS DECISION . IT MUST HOWEVER BE NOTED THAT VACUUM INTERRUPTERS ( 1968 ) LTD WAS , SUBSEQUENT TO THE AGREEMENT OF 1970 , WOUND UP AND THE PRESENT COMPANY , VACUUM INTERRUPTERS LTD , INCORPORATED , AND IT ACCEPTED BY ADOPTION THE TERMS OF THE AGREEMENT OF 25 MARCH 1970 AS MENTIONED IN PARAGRAPH 3 HEREOF .
11 . THE NOTIFIED AGREEMENT OF 25 MARCH 1970 CONTAINS INTER ALIA THE FOLLOWING TERMS :
( A ) ASSOCIATED ELECTRICAL INDUSTRIES LTD ( REFERRED TO AS " AEI " IN THIS PARAGRAPH ) ARE TO HOLD 60 % AND REYROLLE PARSONS LTD ( REFERRED TO AS " RP " IN THIS PARAGRAPH ) 40 % OF THE SHARE CAPITAL OF VACUUM INTERRUPTERS LTD ( REFERRED TO AS " VIL " IN THIS PARAGRAPH ) .
( B ) AEI AND RP AGREE THAT VIL WILL CONTINUE TO CARRY ON THE BUSINESS OF DEVELOPING , DESIGNING , MANUFACTURING AND SELLING VACUUM INTERRUPTERS AS DEFINED IN THE AGREEMENT AND ALSO AGREE THAT VIL WILL NOT CARRY ON ANY OTHER BUSINESS WITHOUT THE WRITTEN CONSENT OF BOTH AEI AND RP .
( C ) AEI HAVE THE RIGHT TO NOMINATE FOUR DIRECTORS OF VIL , OF WHOM ONE WOULD BE CHAIRMAN , AND RP HAVE THE RIGHT TO NOMINATE THREE DIRECTORS , OF WHOM ONE WOULD BE DEPUTY CHAIRMAN .
( D ) BOTH AEI AND RP AGREE THAT NEITHER PARTY SHOULD ASSIGN THE BENEFIT OF THE AGREEMENT TO WHICH THEY EACH ARE SEPARATELY ENTITLED UNLESS CERTAIN CONDITIONS THEREIN SPECIFIED HAVE BEEN PREVIOUSLY FULFILLED BY EACH OF THEM .
( E ) AEI AND RP AGREED THAT SO LONG AS THE AGREEMENT WAS SUBSISTING NEITHER OF THEM WOULD ( AND IN ADDITION THEY WOULD MAKE REASONABLE EFFORTS TO ENSURE THAT THEIR ASSOCIATED COMPANIES DID NOT ) DEVELOP , DESIGN , MANUFACTURE OR SELL VACUUM INTERRUPTERS AS PART OF OR FOR MAJOR ELECTRICAL EQUIPMENT MANUFACTURED AND SOLD BY EITHER OF THEM AND THAT THEY WOULD MAKE ALL REASONABLE EFFORTS TO SEE THAT THEY