MAY USE THE INFORMATION RECEIVED UNDER CLAUSES 6.5(B) AND
6.5(C) TO INFORM THEIR INVESTMENT AND LENDING DECISIONS BUT MAY NOT:
(I)
USE THAT INFORMATION
IN ANY WAY THAT MAY CAUSE DETRIMENT TO A GROUP COMPANY OR THE BUSINESS;
(II)
USE THAT INFORMATION
TO INFORM ANY DECISION REGARDING INVESTING IN OR LENDING TO A PERSON OR BUSINESS
THAT COMPETES WITH THE BUSINESS (OR ANY PART OF IT); OR
(III)
PROVIDE THAT INFORMATION
TO ANY PERSON OR BUSINESS THAT COMPETES WITH THE BUSINESS (OR ANY PART OF IT).
6.6
D&O Policy
(A)
SUBJECT TO CLAUSE 6.6(B),
CHANNELL AGREES TO TAKE OUT AND MAINTAIN, OR PROCURE THE COMPANY TO TAKE OUT AND
MAINTAIN, A DIRECTORS AND OFFICERS INSURANCE POLICY ("D&O POLICY") IN RESPECT OF
EACH DIRECTOR AND TO PAY THE PREMIUMS IN RESPECT OF THAT D&O POLICY DURING THE
DIRECTOR'S TERM IN OFFICE.
(B)
NOTHING IN CLAUSE 6.6(A)
CONSTITUTES AN AGREEMENT BY THE COMPANY TO PAY A PREMIUM WHICH IT IS PROHIBITED
FROM PAYING UNDER THE ACT OR OTHERWISE.
(C)
THE INSURER UNDER THE D&O
POLICY AND THE AMOUNT AND TERMS OF THE D&O POLICY WILL BE SUBJECT TO APPROVAL BY
THE BOARD.
(D)
IF CHANNELL TAKES OUT AND
MAINTAINS THE D&O POLICY, CHANNELL MAY CHARGE THE ENTIRE COST, OR ANY PRO RATED
PORTION OF THE COST, OF THE PREMIUMS PAID OR PAYABLE IN RESPECT OF THE D&O
POLICY TO THE COMPANY.
6.7
Other insurance
THE COMPANY MUST TAKE OUT AND MAINTAIN SUCH OTHER INSURANCES AS ARE REQUIRED BY
THE BOARD.
THE COMPANY WILL MAINTAIN VALID AND ADEQUATE INSURANCE IN RESPECT OF
ALL RISKS WHICH ARE
20
NORMALLY INSURED AGAINST BY COMPANIES CARRYING ON SIMILAR BUSINESSES TO THE
COMPANY FOR SUCH AMOUNTS AS DETERMINED BY THE BOARD.
7.
Future conduct of the
Company
7.1
Management of the Business
THE COMPANY UNDERTAKES TO THE INVESTORS THAT IT WILL (AND THE INVESTORS CONFIRM
THAT THEY WILL PROCURE THE COMPANY TO), UNLESS THE INVESTORS OTHERWISE CONSENT
IN WRITING, PROCURE THAT THE BUSINESS WILL BE PROPERLY MANAGED IN ACCORDANCE
WITH USUAL GOOD COMMERCIAL PRACTICE AND WILL COMPLY WITH ALL APPLICABLE LAWS AND
THE GROUP COMPANIES WILL MAINTAIN ALL LICENCES, CONSENTS AND AUTHORISATIONS
WHATSOEVER WHICH ARE REQUIRED OR NECESSARY TO CARRY ON THE BUSINESS FROM TIME TO
TIME.
7.2
Board
(A)
UNLESS OTHERWISE AGREED
IN WRITING BY THE INVESTORS, AND SUBJECT TO THE RELEVANT POSITIONS BEING
OCCUPIED, THE BOARD WILL COMPRISE NO MORE THAN 4 DIRECTORS, CONSISTING OF:
(I)
THREE CHANNELL
DIRECTORS; AND
(II)
ONE ANZPE DIRECTOR.
(B)
FOR SO LONG AS CHANNELL OR
THE CHANNELL MEMBER CONTINUES TO HOLD ANY A CLASS ORDINARY SHARES, CHANNELL IS
SOLELY ENTITLED TO APPOINT, SUBSTITUTE AND REMOVE THE CHANNELL DIRECTORS.
(C)
FOR SO LONG AS ANZ OR THE
ANZ MEMBER CONTINUES TO HOLD ANY B CLASS ORDINARY SHARES, ANZ IS SOLELY ENTITLED
TO APPOINT, SUBSTITUTE AND REMOVE THE ONE ANZ DIRECTOR.
(D)
EACH APPOINTMENT,
SUBSTITUTION AND REMOVAL OF A DIRECTOR WILL BE CARRIED OUT BY DEPOSITING AT THE
COMPANY'S REGISTERED OFFICE OR AT A BOARD MEETING A WRITTEN NOTICE, SIGNED