AFFECT THE INTERPRETATION HEREOF;
3.3.7
WHERE NUMERICAL FIGURES ARE REFERRED TO IN NUMERALS AND
WORDS, IF THERE IS ANY CONFLICT BETWEEN THE TWO, THE WORDS SHALL PREVAIL;
3.3.8
IF ANY PROVISION IS A DEFINITION AND IS A SUBSTANTIVE
PROVISION CONFERRING RIGHTS OR IMPOSING OBLIGATIONS ON ANY PARTY,
NOTWITHSTANDING THAT IT IS ONLY IN THE DEFINITION (OR SUCH OTHER CLAUSE), EFFECT
SHALL BE GIVEN TO IT AS IF IT WERE A SUBSTANTIVE PROVISION IN THE BODY OF THIS
AGREEMENT;
3.3.9
IN THE EVENT THAT THE DAY FOR PERFORMANCE OF ANY OBLIGATION
TO BE PERFORMED IN TERMS OF THIS AGREEMENT SHOULD FALL ON A DAY WHICH IS NOT A
BUSINESS DAY, THE RELEVANT DAY FOR PERFORMANCE SHALL BE THE IMMEDIATELY
SUCCEEDING BUSINESS DAY;
3.3.10
WHERE ANY NUMBER OF DAYS IS PRESCRIBED IN THIS AGREEMENT,
THAT NUMBER SHALL BE DETERMINED INCLUSIVELY OF THE FIRST AND EXCLUSIVELY OF THE
LAST DAY, UNLESS THE LAST DAY FALLS ON A DAY WHICH IS NOT A BUSINESS DAY, IN
WHICH CASE THE LAST DAY SHALL BE THE IMMEDIATELY SUCCEEDING BUSINESS DAY;
3.3.11
THE TERMS "HOLDING COMPANY" AND "SUBSIDIARY" BEAR THE SAME
MEANING GIVEN TO THOSE TERMS IN THE COMPANIES ACT;
3.3.12
THE USE OF THE WORD "INCLUDING" FOLLOWED BY SPECIFIC
EXAMPLES SHALL NOT BE CONSTRUED AS LIMITING THE MEANING OF THE GENERAL WORDING
PRECEDING IT AND THE EIUSDEM GENERIS RULE SHALL NOT BE APPLIED IN THE
INTERPRETATION OF SUCH GENERAL WORDING OR SUCH SPECIFIC EXAMPLES;
Page 5
Restated Convertible Loan and Option Agreement
3.3.13
THE EXPIRATION OR TERMINATION OF THIS AGREEMENT SHALL NOT
AFFECT SUCH OF THE PROVISIONS OF THIS AGREEMENT AS EXPRESSLY PROVIDE THAT THEY
WILL OPERATE AFTER ANY SUCH EXPIRATION OR TERMINATION OR WHICH OF NECESSITY MUST
CONTINUE TO HAVE EFFECT AFTER SUCH EXPIRATION OR TERMINATION, NOTWITHSTANDING
THAT THE CLAUSES THEMSELVES DO NOT EXPRESSLY PROVIDE FOR THIS;
3.3.14
UNLESS EXPRESSLY OTHERWISE STATED, NO PROVISION OF THIS
AGREEMENT SHALL CONSTITUTE A STIPULATION FOR THE BENEFIT OF ANY PERSON
(STIPULATIO ALTERI) WHO IS NOT A PARTY TO THIS AGREEMENT; AND
3.3.15
THE TERMS OF THIS AGREEMENT HAVING BEEN NEGOTIATED, THE
RULE OF CONSTRUCTION THAT, IN THE EVENT OF AMBIGUITY, THE AGREEMENT SHALL BE
INTERPRETED AGAINST THE PARTY RESPONSIBLE FOR THE DRAFTING THEREOF, SHALL NOT
APPLY IN THE INTERPRETATION OF THIS AGREEMENT.
4.
SUSPENSIVE CONDITIONS
4.1
THIS AGREEMENT (OTHER THAN THE RIGHTS AND OBLIGATIONS OF
THE PARTIES CONTAINED IN THIS CLAUSE 4 AND CLAUSES 1, 2, 3, AND CLAUSES 13 TO 18
(INCLUSIVE) WHICH SHALL COMMENCE WITH EFFECT FROM THE SIGNATURE DATE) IS SUBJECT
TO AND CONDITIONAL UPON THE FULFILMENT OF THE FOLLOWING SUSPENSIVE CONDITIONS:
4.1.1
THAT THE DIRECTORS OF EGI RESOLVE TO INVESTIGATE AND, IF
CONSIDERED FEASIBLE AND IN THE INTERESTS OF EGI, UNDERTAKE THE LISTING, WHICH
RESOLUTION SHALL BE EVIDENCED BY WAY OF A CERTIFIED COPY OF AN EXTRACT OF THE
RELEVANT MINUTE(S) OF A MEETING OF THE BOARD OF DIRECTORS OF EGI REFLECTING THE
ADOPTION OF THE RELEVANT RESOLUTION;
4.1.2
THAT EGI HAS OBTAINED SUCH SHAREHOLDER CONSENTS AS MAY BE
NECESSARY TO ENSURE THAT