VALUER UNDER CLAUSE 10.2(C)(II),
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AND THE DATE FOR COMPLETION OF THE TRANSFER OF THE EXIT MEMBER'S SHARES WILLL BE
THE DATE SET OUT IN CLAUSE 10.2(B)(I) (IF CLAUSE 10.2(D)(I) APPLIES) OR 5
BUSINESS DAYS AFTER THE DATE THE INDEPENDENT VALUER NOTIFIES THE MEMBERS OF THE
FAIR MARKET VALUE (IF CLAUSE 10.2(D)(II) APPLIES).
(E)
WITHOUT LIMITING CLAUSE
8.6, IF THE COMPANY WISHES TO BUY BACK THE EXIT MEMBER'S SHARES UNDER THIS
CLAUSE 10.2:
(I)
THE COMPANY MUST
COMPLY WITH THE REQUIREMENTS OF PART 2J.1 OF THE ACT; AND
(II)
EACH PARTY MUST DO AND
PERFORM ALL SUCH ACTS AND ENTER INTO SUCH INSTRUMENTS AS ARE WITHIN ITS POWER
(IN ANY CAPACITY), AND USE ITS BEST ENDEAVOURS TO PROCURE OTHERS TO DO AND
PERFORM SUCH ACTS AND ENTER INTO SUCH INSTRUMENTS, AS ARE NECESSARY OR DESIRABLE
TO GIVE EFFECT TO THE BUY BACK INCLUDING:
(A)
VOTING IN FAVOUR OF THE
BUY BACK AT ANY SHAREHOLDER MEETINGS THAT MAY BE REQUIRED;
(B)
ENTERING INTO ANY BUY
BACK AGREEMENT THAT MAY BE REQUIRED TO EFFECT THE BUY BACK; AND
(C)
LODGING ALL NECESSARY
DOCUMENTS AND GIVING ALL NECESSARY NOTIFICATIONS OF THE BUY BACK TO ANY
REGULATORY AUTHORITIES.
(F)
IF NO NOTICE IS ISSUED
WITHIN THE PERIOD REFERRED TO IN CLAUSE 10.2(B), THEN:
(I)
THE COMPANY MUST
APPOINT AN INDEPENDENT ADVISER TO ADVISE ON AND IMPLEMENT A SALE OR LISTING; AND
(II)
THE PARTIES MUST,
SUBJECT TO CLAUSE 10.2(G) AND THEIR RESPECTIVE FIDUCIARY AND STATUTORY
OBLIGATIONS, DO ALL THINGS REASONABLY REQUIRED OF THEM TO FACILITATE A SALE OR
LISTING.
(G)
PRIOR TO COMPLETION OF THE
SALE OR LISTING, A MEMBER MAY NOTIFY THE OTHER MEMBER AND THE COMPANY IN WRITING
THAT IT REQUIRES THAT MEMBER TO FOLLOW THE PRE-EMPTION PROCEDURE UNDER CLAUSE
8.3 IN RESPECT OF THE SHARES HELD BY THAT MEMBER, IN WHICH CASE REFERENCES IN
CLAUSE 8.3 TO:
(I)
THE "PRE-EMPTION
MEMBER" WILL BE DEEMED TO BE A REFERENCE TO THE MEMBER ISSUING THE NOTICE UNDER
THIS CLAUSE10.2(G);
(II)
THE "PRE-EMPTION
VENDOR" WILL BE DEEMED TO BE A REFERENCE TO THE MEMBER RECEIVING THE NOTICE
UNDER THIS CLAUSE 10.2(G); AND
(III)
THE "PRE-EMPTION PRICE"
WILL BE TO:
(A)
IN RESPECT OF A SALE, THE
DIRECTORS' BONA FIDE ESTIMATION OF THE PRICE PER SHARE EXPRESSED AS A CASH PRICE
(WHETHER THE CONSIDERATION UNDER THE SALE IS TO BE SATISFIED IN CASH, SHARES OR
OTHERWISE) DUE TO BE PAID ON COMPLETION OF THE SALE (OR, WHERE
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THE SALE IS FOR ONLY PART OF THE SHARES, THE AMOUNT WHICH WOULD HAVE BEEN PAID
IF ALL OF THE SHARES HAD BEEN ACQUIRED AT THE SAME PRICE PER SHARE AS THE SHARES
COMPRISED IN THE SALE), PROVIDED THAT IF ANY SHARES THAT ARE OFFERED AS
CONSIDERATION UNDER THE SALE ARE QUOTED ON A RECOGNISED STOCK EXCHANGE, THE
PRICE PER SHARE OF THOSE SHARES WILL BE DEEMED TO BE THE CLOSING PRICE PER SHARE
OF THE SHARES ON THAT STOCK EXCHANGE ON THE TRADING DAY IMMEDIATELY PRIOR TO
COMPLETION OF THE SALE; OR
(B)
IN