Common use of Exercise of Drag Along Option Clause in Contracts

Exercise of Drag Along Option. (a) The Dragging Shareholder must procure that the purchase price payable for the Called Shares is paid in Immediately Available Funds to the Dragged Shareholder on the Drag Along Completion Date, which must take place at the same time as the closing of the sale of the Dragging Shareholders’ Shares to the Third Party Buyer. (b) Without limiting clause 23.1(e), on the Drag Along Completion Date, the Dragged Shareholder must deliver to the Third Party Buyer: (i) a transfer form in favour of the Third Party Buyer signed by the Dragged Shareholder in respect of the Called Shares; (ii) the share certificate(s) or other title documents for the Called Shares; (iii) a written resignation from each Director appointed by the Dragged Shareholder; and (iv) a notice signed by the Dragged Shareholder irrevocably appointing the Third Party Buyer as the Dragged Shareholder’s proxy in respect of the Called Shares until such time as those Shares are registered in the name of the Third Party Buyer. (c) Each Shareholder irrevocably appoints the other Shareholder as its attorney in accordance with clause 32 on default by it of its obligations under clause 23. (d) The Dragging Shareholder will continue to be bound by this clause 23 following the sale of its Shares under this clause 23 until the process in this clause 23 has completed. (e) If the Dragging Shareholder serves a Drag Along Notice in accordance with clause 23.1(a) and, for any reason, the Dragging Shareholder does not transfer all of its Shares to the Third Party Buyer on the Drag Along Completion Date or the Third Party Buyer notifies any party to this Agreement (which must promptly notify the other parties) that it does not wish to purchase all of the Shares of the Dragging Shareholder and Dragged Shareholder in accordance with this clause 23, then the Drag Along Notice and all obligations under that notice will lapse and the Dragging Shareholder may not sell its shares under this clause 23. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Joint Venture and Shareholders Agreement 57

Exercise of Drag Along Option. (a) The Dragging Shareholder must procure On or after the Pre-emption Closing Date, if clause 12.1 applies, the Drag Sellers may exercise the Drag-Along Option by giving written notice to that the purchase price payable for effect (Drag-Along Notice) to the Called Shares is paid in Immediately Available Funds to Shareholders at any time before the Dragged Shareholder on transfer of the Drag Along Completion Date, which must take place at the same time as the closing of the sale of the Dragging Shareholders’ Shares to the Third Party Drag Buyer. (b) Without limiting clause 23.1(e), on the Drag . The Drag- Along Completion Date, the Dragged Shareholder Notice must deliver to the Third Party Buyerspecify: (i) a transfer form in favour of the Third Party Buyer signed by the Dragged Shareholder in respect of that the Called Shareholders are required to transfer all of their Shares (Called Shares) to the Drag Buyer pursuant to this clause 12; (ii) the share certificate(sname of the Drag Buyer (including the proposed beneficial owner(s) where the proposed buyer is a nominee or other title documents for the Called Sharesa trustee of a trust); (iii) the consideration payable for the Called Shares (Drag Price) which must, for each Called Share, be an amount that is at least equal to the highest price per share payable to a written resignation from each Director appointed Drag Seller by the Dragged ShareholderDrag Buyer (taking into account the value of any benefit conferred on a Drag Seller or its Associates or Related Parties pursuant to any side deal or other similar arrangement between the Drag Buyer and the Drag Seller or any of their Associates or Related Parties); (iv) the proposed date of the transfer of the Called Shares to the Drag Buyer; and (ivv) a notice signed the warranties and representations that must be made by the Dragged Shareholder irrevocably appointing the Third Party Buyer as the Dragged Shareholder’s proxy Called Shareholders, which shall be limited to warranties and representations in respect of relation to the Called Shares until such time as those Shares are registered in Shareholders’ title to the name of the Third Party BuyerCalled Shares. (cb) Each Shareholder irrevocably appoints the other Shareholder as its attorney in accordance with clause 32 on default by it of its obligations under clause 23. (d) The Dragging Shareholder will continue to be bound by this clause 23 following the sale of its Shares under this clause 23 until the process in this clause 23 has completed. (e) If the Dragging Shareholder serves Once issued, a Drag Drag-Along Notice in accordance with clause 23.1(a) andwill be irrevocable. However, a Drag-Along Notice will lapse if, for any reason, the Dragging Shareholder does Drag Sellers have not transfer all of its sold the Drag Shares to the Third Party Drag Buyer on within 60 Business Days of serving the Drag Drag-Along Completion Date or Notice, unless the Third Party Buyer notifies any party to this Agreement (which must promptly notify the other parties) that it does not wish to purchase all of the Shares of the Dragging Shareholder and Dragged Shareholder in accordance with this clause 23, then the Drag Along Notice and all obligations under that notice will lapse and the Dragging Shareholder may not sell its shares under this clause 23. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Joint Venture and Shareholders Agreement 57by Special Resolution otherwise agree.