AND THE BIDDER MUST BUY THE OPTION SHARES FROM THE SHAREHOLDER FOR THE
SETTLEMENT AMOUNT.
(B)
THE BIDDER AGREES AND UNDERTAKES TO GIVE AN
EXERCISE NOTICE WITHIN 5 BUSINESS DAYS OF ITS OFFER BECOMING UNCONDITIONAL (AND
FOR THE AVOIDANCE OF DOUBT THE BIDDER RETAINS THE RIGHT IN ITS ABSOLUTE
DISCRETION TO DETERMINE AS TO WHETHER OR NOT IT WAIVES ANY CONDITIONS TO THE
OFFER THAT ARE NOT FULFILLED).
2.6
SETTLEMENT
Settlement of the sale and purchase of the Option Shares must take place on the
Settlement Date.
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2.7
OBLIGATIONS ON SETTLEMENT DATE
On a Settlement Date:
(A)
THE SHAREHOLDER MUST:
(1)
GIVE THE BIDDER ALL RELEVANT CHESS DETAILS
FOR THE SHARES SPECIFIED IN THE EXERCISE NOTICE TO BE DELIVERED BY THE
SHAREHOLDER INCLUDING:
(A)
IF THE SHARES ARE ON AN ISSUER SPONSORED
SUB-REGISTER, A COPY OF THE SHAREHOLDER'S ISSUER SPONSORED STATEMENT SHOWING THE
HOLDING OF THOSE SHARES AND ITS SRN; OR
(B)
IF THE OPTION SHARES ARE ON A CHESS
SUB-REGISTER, THE SHAREHOLDER'S HIN AND THE SHAREHOLDER'S WRITTEN INSTRUCTIONS
TO ITS SPONSORING PARTICIPANT TO DELIVER THOSE SHARES TO THE BIDDER OR ITS
NOMINEE; AND
(2)
PROCURE PERFORMANCE OF ALL THAT IS REQUIRED
UNDER THE ASTC SETTLEMENT RULES TO ENABLE THOSE SHARES TO BE ACQUIRED BY THE
BIDDER; AND
(B)
THE BIDDER OR ITS NOMINEE MUST PAY TO THE
SHAREHOLDER THE SETTLEMENT AMOUNT (AS DIRECTED BY THE SHAREHOLDER).
2.8
LAPSE FOR NON-EXERCISE
Subject to clauses 2.2(c)(1) and 2.9, the Call Option lapses on the earlier of:
(A)
6PM (SYDNEY TIME) ON THE END DATE; OR
(B)
6PM (SYDNEY TIME) ON THE DAY WHICH IS 5
BUSINESS DAYS AFTER THE CLOSING DATE.
2.9
LAPSE FOR DELAY
Despite anything else in this document, if the Bidder does not either:
(A)
PUBLICLY PROPOSE THE TAKEOVER BID WITHIN 2
BUSINESS DAYS OF THIS DEED; OR
(B)
MAKE OR CAUSE TO BE MADE THE TAKEOVER BID
WITHIN 10 BUSINESS DAYS OF THE DATE OF THIS DEED (EXCEPT WHERE A DELAY TO THE
MAKING OF THE TAKEOVER BID IS CAUSED BY AN ACTION OF OR APPLICATION TO THE
TAKEOVERS PANEL),
then the Call Option automatically lapses and is of no further force or effect.
2.10
NOMINEE
(A)
BIDDER MAY APPOINT ONE OR MORE OF ITS WHOLLY
OWNED SUBSIDIARIES AS ITS NOMINEE TO EXERCISE THE CALL OPTION AND ACQUIRE SOME
OR ALL OF THE OPTION SHARES (SO LONG, AS IF THAT NOMINEE ACQUIRES SOME OF THE
OPTION SHARES, BIDDER OR ANOTHER NOMINEE PERMITTED BY THIS CLAUSE ACQUIRES THE
REMAINING OF THE OPTION SHARES).
(B)
IN THE EVENT THAT TWO OR MORE PERSONS
PERMITTED BY CLAUSE 2.10(A) ACQUIRE THE OPTION SHARES, THEN APPROPRIATE
AMENDMENTS TO THE EXERCISE NOTICE WILL BE PERMITTED TO ACCOUNT FOR THE FACT THAT
OPTION SHARES ARE BEING ACQUIRED BY MORE THAN ONE PARTY.
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3
RESTRICTIONS ON THE SHARES
3.1
EXERCISE OF VOTING RIGHTS
Pending exercise of the Call Option and settlement of the sale and purchase of
the Option Shares under clause 2.6 of this deed, the Shareholder must, in
relation