the right to participate in the income, capital growth or
voting rights of any shares, including any merger, demerger or derivative
transaction that would have an economic effect similar to a sale or partial sale
of share and/or (ii) any creation, incurrence, assumption or suffering of
existence of any pledge, security interest or lien upon or with respect to any
shares. For the avoidance of doubt, the issuance or transfer of equity interests
in any of the Parties, including as part of a transaction constituting a Change
of Control, shall not constitute a "Transfer" of
such Party's JV Company
Shares.
"Transfer Notice" is defined in Section 11.2.2(b)(i).
"Transfer Registration" is defined in Section 12.1.4.
"Vice Chairman" is defined in Section 14.4(b).
"Wind-Up Notice" is defined in Section 10.5(d)
1.2.
INTERPRETATION
UNLESS THE CONTEXT CLEARLY INDICATES OTHERWISE:
(A)
WORDS USED IN THE SINGULAR INCLUDE THE PLURAL AND WORDS IN THE
PLURAL INCLUDE THE SINGULAR;
(B)
REFERENCE TO ANY PERSON INCLUDES SUCH PERSON'S SUCCESSORS AND
ASSIGNS BUT ONLY IF SUCH SUCCESSORS AND ASSIGNS ARE PERMITTED BY THIS AGREEMENT;
(C)
THE WORD "INCLUDING" MEANS "INCLUDING BUT NOT LIMITED TO" OR
"INCLUDING WITHOUT LIMITATION";
8
(D)
REFERENCE TO ANY ARTICLE, SECTION, ANNEX OR SCHEDULE MEANS SUCH
ARTICLE OR SECTION OF, OR SUCH ANNEX OR SCHEDULE TO, THIS AGREEMENT, AS THE CASE
MAY BE, AND REFERENCES IN ANY SECTION OR DEFINITION TO ANY CLAUSE MEANS SUCH
CLAUSE OF SUCH SECTION OR DEFINITION;
(E)
THE WORDS "HEREIN," "HEREUNDER," "HEREOF," "HERETO" AND WORDS OF
SIMILAR IMPORT SHALL BE DEEMED REFERENCES TO THIS AGREEMENT AS A WHOLE AND NOT
TO ANY PARTICULAR SECTION OR OTHER PROVISION HEREOF;
(F)
RELATIVE TO THE DETERMINATION OF ANY PERIOD OF TIME, "FROM" MEANS
"FROM AND INCLUDING" "TO" MEANS "TO BUT EXCLUDING" AND "THROUGH" MEANS "THROUGH
AND INCLUDING";
(G)
THE ANNEXES AND SCHEDULES REFERRED TO HEREIN SHALL BE CONSTRUED
WITH AND AS AN INTEGRAL PART OF THIS AGREEMENT TO THE SAME EXTENT AS IF THEY
WERE SET FORTH VERBATIM HEREIN AND SHALL CONTRIBUTE TO THE INTERPRETATION OF
THIS AGREEMENT;
(H)
THE TITLES TO ARTICLES AND HEADINGS OF SECTIONS CONTAINED IN THIS
AGREEMENT HAVE BEEN INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE
DEEMED TO BE A PART OF OR TO AFFECT THE MEANING OR INTERPRETATION OF THIS
AGREEMENT.
THIS AGREEMENT SHALL BE CONSTRUED TO THE MAXIMUM EXTENT POSSIBLE SO AS TO UPHOLD
THE ENFORCEABILITY OF EACH OF THE TERMS AND PROVISIONS HEREOF, IT BEING
UNDERSTOOD AND ACKNOWLEDGED THAT THIS AGREEMENT WAS ENTERED INTO BY THE PARTIES
AFTER SUBSTANTIAL NEGOTIATIONS AND WITH FULL AWARENESS BY THE PARTIES OF THE
TERMS AND PROVISIONS CONTAINED THEREIN AND THE CONSEQUENCES THEREOF.
*
*
*
9
TITLE I - MASTER AGREEMENT
ARTICLE II
PURPOSE AND ORGANIZATION OF THE JV COMPANY
2.1.
PURPOSE OF THE JV COMPANY
The business of the JV Company shall be the development and sales, on the
Territory, of integrated cost competitive hydrogen fuel cell systems for the
designated material handling market, said market covering material handling
products in Classes 1