EXHIBIT 10.18
Agreed Form
Dated _____ May 2000
SHAREHOLDERS AGREEMENT
between
CRICINFO LIMITED
- and -
▇▇▇▇▇▇ INFOWAY LIMITED
- and -
THE NON - SIL SHAREHOLDERS
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Tel: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
THIS AGREEMENT is made on the day of May, 2000
BETWEEN:
(1) CRICINFO LIMITED registered in England with number 3215055 whose registered
office is at ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the
"Company");
(2) ▇▇▇▇▇▇ INFOWAY LIMITED whose registered office is at ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇-▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ("SIL"); and
(3) THE SEVERAL PERSONS details of whom are set out in Schedule 4 to this
Agreement (collectively, the "Non-SIL Shareholders" and each a "Non-SIL
Shareholder").
WHEREAS:
A Subscription Agreement was entered into on 2000 by the
Company, SIL and the Senior Management (as defined in the Subscription
Agreement), relating to the investment by SIL in the Company (the "Subscription
Agreement"). It was agreed in the Subscription Agreement that at Final
Completion (as defined in the Subscription Agreement), the Company, SIL and the
Non-SIL Shareholders would enter into a Shareholders' Agreement; this Agreement
is the Shareholders' Agreement.
IT IS AGREED as follows:
1 INTERPRETATION
1.1 In this Agreement, the following words shall have the following meanings:
"Articles" means the articles of association of the
Company.
"Board" means the board of directors of the Company.
"Business Day" means a day which is not a Saturday or Sunday
or a bank or other public holiday in England
or India;
"Business Plan" means the annual business plan prepared in
accordance with Clause 4.5.
"Confidential Information" means all information received or obtained as
a result of entering into or performing this
Agreement and which relates to:
(i) the Company and its Subsidiaries;
(ii) any aspect of the business of the
Company and its Subsidiaries;
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(iii) the provisions of this Agreement;
(iv) the negotiations relating to this
Agreement;
(v) the subject matter of this Agreement;
(vi) SIL, its Group and any aspect of the
business of SIL or its Group; or
(vii) any party to this Agreement.
"Control" means, in relation to a body corporate, the
power of a person to secure that its affairs
are conducted in accordance with the wishes of
that person:
(a) by means of the holding of shares or the
possession of voting power in or in
relation to that or any other body
corporate; or
(b) by virtue of any powers conferred by the
articles of association or any other
document regulating that or any other
body corporate,
and, in relation to a partnership, means the
right to a share of more than one-half the
assets, or of more than one-half of the
income, of the partnership;
and a "Change of Control" shall occur if a
person who controls any company or undertaking
ceases to do so, or if another person acquires
control of it;
"Effective Date the date of admission to listing and trading
of the Company's ordinary shares in an IPO;
"Group" means in relation to an undertaking, that
undertaking and any undertaking of which it is
a Subsidiary (its holding undertaking) and any
other Subsidiaries of its holding undertaking;
"India Servers" the Company's web-servers hosted in India;
"IPO" an initial public offering of the Company's
ordinary shares on NASDAQ, the London Stock
Exchange, the New York Stock Exchange, the
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Neuer Market or a similar investment exchange
with similar liquidity;
"Ordinary Shares" means equity share capital of the Company as
defined in Section 744 of the Companies ▇▇▇
▇▇▇▇, as amended;
"Preferred Partner basis" means on terms no less favourable than those
offered to any third party;
"Share" means a share of any denomination in the
capital of the Company from time to time;
"Shareholder" means all those persons holding Shares in the
capital of the Company and who are parties to
this Agreement from time to time;
"SIL Director" means a director appointed by SIL in
accordance with Clause 3.2;
"Subsidiary" means in relation to an undertaking (the
holding undertaking), any other undertaking in
which the holding undertaking (or persons
acting on its or their behalf) directly or
indirectly holds or controls either:
(a) a majority of the voting rights
exercisable at general meetings of that
undertaking; or
(b) the right to appoint or remove directors
having a majority of the voting rights
exercisable at meetings of the board of
directors of that undertaking,
and any undertaking which is a Subsidiary of
another undertaking shall also be a Subsidiary
of that undertaking's holding undertaking;
"Transfer Price" means (a) if there is a Third Party as
referred to in clause 11.1 and such party is
reasonably believed in good faith by the
relevant Vendor to be acting in good faith,
the price per share agreed to be paid by such
Third Party or, if there is no Third Party,
(b) the price thereof agreed between the
Vendor (or in the case of a Transfer Notice
deemed to have been served pursuant to Clause
12.3, agreed pursuant to Clause 12.4.1) and
the Directors within fourteen days of the
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date of the Transfer Notice, or, in the
absence of agreement, the Fair Value;
"Trust" means the trust evidenced in a Confirmatory
Declaration of Trust made by ▇▇▇▇▇ ▇▇▇▇ on 04
May 2000;
"Valuer" means an independent firm of chartered
accountants nominated by the parties or, in
the event of failure to nominate such an
independent firm of chartered accountants, a
firm of chartered accountants appointed by the
President for the time being of the Institute
of Chartered Accountants of England and Wales
on the application of any party.
1.2 References to statutory provisions shall be construed as references to
those provisions as respectively amended or re-enacted or as their
application is modified by any other provisions (whether made before or
after the date of this Agreement) from time to time.
1.3 All warranties, representations, agreements and obligations expressed to
be given or entered into by more than one person are given or entered into
severally by the persons concerned.
1.4 References to Clauses or Schedules are to Clauses of or Schedules to this
Agreement, and references to sub-clauses are to sub-clauses of the Clause
in which the reference appears.
1.5 Headings are inserted for convenience only and shall not affect its
construction.
1.6 All references to documents in Agreed Form shall mean a document in a form
agreed by the parties and initialled by each of them for the purpose of
identification.
1.7 The singular includes the plural and vice versa.
1.8 Notwithstanding any provision of this Agreement which provides for any of
SIL's rights herein conferred to fall away upon SIL together with any
member of the SIL Group holding, in aggregate, less than 10 per cent. of
the issued Ordinary Share capital, the relevant rights shall not fall away
for such time as is reasonable for SIL to exercise its anti-dilution
rights under Clause 9 of the Subscription Agreement so as to increase its
holding of Ordinary Shares in the Company to 10 per cent. or more of the
issued Ordinary Share Capital, where it has the right so to do.
2 BUSINESS OBJECTIVES
2.1 SIL agrees:
2.1.1 to investigate the possibility of hosting the Company's India
Servers with SIL's hosting facilities on a Preferred Partner basis,
subject to adequate
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availability and quality of service parameters as agreed between
the Company and SIL in good faith;
2.1.2 that, following the completion of the acquisition of the ▇▇▇▇.▇▇▇
website, SIL will merge the business so acquired with the business
of the Company and, in particular, but without limitation, will
ensure that in the event that ▇▇▇▇.▇▇▇ is operated as a cricket
only website any Internet traffic visiting ▇▇▇▇.▇▇▇ will be
automatically re-routed to the Indian cricket section of the
Company's website, or in the event that ▇▇▇▇.▇▇▇ is operated as a
multi-sports website any Internet traffic visiting the cricket
section of ▇▇▇▇.▇▇▇ will be automatically re-routed to the Indian
cricket section of the Company's website, and management of such
business will be under the control of the Company;
2.1.3 that it will not own or operate, whether by itself or through its
agents or contractors or subsidiaries or affiliates, any cricket
based business, other than the distribution of news through its
Internet portals provided always that in the event that SIL does
distribute cricket news a link shall be provided through to the
Company's website;
2.1.4 that it will channel any advertisement or sponsorship for display
on a cricket site through the Company;
2.1.5 that in the event that SIL or any of its agents or subsidiaries or
affiliates acquires any cricket related business whether as part of
a larger transaction or otherwise SIL will offer to sell the same
to the Company and if SIL and the Company cannot agree the price
and SIL proposes to sell such business to another person, the
Company shall have the right (exercisable within 20 days of
notification of such terms to the Company) to buy such business on
the terms so proposed to or by the third party which are acceptable
to SIL; and
2.1.6 that it will feature the Company and the CricInfo brand exclusively
for all cricket content and branding as part of its advertising and
market development in relation to cricket related matters.
2.2 The Company agrees to, and the Shareholders agree to procure (insofar as
they are respectively able through the exercise by them of all voting
rights and other powers of control respectively exercisable by them as
shareholders) that the Company and, where applicable, each of its
Subsidiaries, shall:
2.2.1 investigate the possibility of transferring its India Server
hosting to facilities provided by SIL, on a Preferred Partner
basis, subject to adequate availability and quality of service
parameters as agreed between the Company and SIL in good faith;
2.2.2 (A) pay SIL the following share of India Revenues and NRI Market
Revenues:
(i) 15% - for the first two years from the date hereof; and
(ii) 20% thereafter,
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For the purposes of this Clause 2.2.2 "India Revenues" means
revenue of the Company generated from businesses located in India
which contract with the Company for the provision of advertising
and sponsorship, regardless of whether the payment is made from
India, after deduction of agency commission and all applicable
sales taxes.
For the purposes of this Clause 2.2.2 "NRI Market Revenues" means
revenue generated from the provision of advertising and sponsorship
targeted specifically at non-resident Indians, after deduction of
agency commission and all applicable sales taxes; and
(B) pay SIL an amount equal to 30% of the pre-tax profit revenue
deriving from Indian e-commerce operations operated and
managed by the Company and its Subsidiaries and as shown by a
profit and loss account for such Indian e-commerce business;
2.2.3 limit its data syndication services to the minimum level necessary
for commercial viability for the Company; and
2.2.4 prevent the sale of exclusive content to competitors of SIL listed
in Schedule 3
PROVIDED THAT if SIL, together with any SIL Group member, holds in
aggregate less than 10% of the total issued Ordinary Share capital of the
Company in circumstances where SIL's consent is no longer required to the
matters referred to in Schedule 1, the Company shall have the right to
terminate this Clause 2.2 without the payment of compensation upon giving
not less than 20 days notice in writing to SIL.
2.3 The Company may give notice of termination of Clause 2.2.2 and the Company
shall be released from its obligations under Clause 2.2.2 on the date on
which such notice of termination becomes effective. A notice of
termination under this Clause 2.3 is separate from a notice of termination
under Clause 2.2. The notice of termination shall become effective on the
date specified in it provided that on or before such date SIL and the
Company shall have agreed compensation to be paid by the Company to SIL for
loss of its rights under Clause 2.2.2. Any such notice of termination
shall contain the Company's proposal on compensation. If SIL does not
accept the Company's proposal on compensation, it shall within 10 Business
Days of receipt of the Company's proposal, give notice thereof to the
Company, which notice shall contain SIL's counterproposal on compensation.
Following receipt of such notice from SIL, the Company and SIL shall
negotiate in good faith with a view to agreeing the compensation amount
(which shall not be less than that proposed by the Company nor more than
that proposed by SIL). In the event that SIL and the Company are unable,
within 20 Business Days of the date on which such notice is given by SIL,
to agree the amount of compensation, each of the Company and SIL shall
select an independent appraiser (experienced in valuing compensation of
this nature and from a reputable firm of good standing) within 25 Business
Days of the date of such notice by SIL and those two appraisers shall
select, within 10 Business Days of the date of their acceptance of their
appointments, another independent appraiser (experienced in valuing
compensation of this nature) to perform the appraisal. If all of the
appraisers have not been appointed within the time limits specified above,
the outstanding appointment(s) shall be made, at the request of either
party, by the President for the
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time being of the Institute of Chartered Accountants of England and Wales.
Each of SIL and the Company shall within 10 Business Days of the date of
acceptance by all the appraisers of their appointment make a written
submission to each of the appraisers setting out the compensation amount
proposed by SIL and the Company respectively and the reasons therefor. SIL
shall copy its submission to the Company and vice versa. Neither SIL nor
the Company shall have a right to reply to the submission of the other and
any failure by the Company and/or SIL to make such submission shall be
without prejudice to any other part of this Clause 2.3. The three
appraisers so selected shall have 30 Business Days from the date of the
selection of the third appraiser to determine the compensation in question
during which time both the Company and SIL shall provide to the appraisers
all such assistance and access to staff and records as the appraisers may
reasonably require for the purpose of their determination. When determining
the compensation, the appraisers shall consider such factors drawn to their
attention in writing by the Company and SIL as herein provided and any
other factors as the appraisers each reasonably consider should be taken
into account in determining the compensation amount payable, which will
include (without limitation and for the avoidance of doubt), the impact on
SIL of the stoppage of revenue streams resulting from the loss of its
rights under Clause 2.2.2. The compensation amount determined by each of
the three appraisers shall be averaged, the determination which shall
differ most from such average shall be disregarded, the remaining two
determinations shall then be averaged, and such average shall be final and
binding as the compensation amount determined by the appraisers and the
appraisers shall notify the Company and SIL in writing of their
determination. If the amount of compensation is referred to the appraisers,
the notice of termination shall become effective on the day on which the
appraisers notify SIL and the Company of their determination. The Company
and SIL shall each bear the expenses of its own appraiser and one-half of
the expenses of the independent appraiser selected by the two appraisers.
The appraisers shall act as experts and not arbitrators.
2.4 SIL and the Company agree to, and the Shareholders agree to procure
(insofar as they are respectively able through the exercise by them of all
voting rights and other powers of control respectively exercisable by them
as shareholders) that the Company and, where, applicable, each of its
Subsidiaries, shall work on a Preferred Partner basis in cricket-related
broadband operations.
2.5 Upon termination of Clause 2.2.2 (under either Clause 2.2 or Clause 2.3)
the obligations of SIL under Clauses 2.1.2, 2.1.3, 2.1.4, 2.1.5 and 2.1.6
and the obligations of the Company under Clauses 2.2.3 and 2.2.4 shall
terminate.
3 DIRECTORS
3.1 Subject to Clause 3.7, the Board shall have responsibility for the
supervision and management of the Company and its business.
3.2 The parties hereby agree, and agree to use their voting rights to procure,
that for so long as SIL holds at least 10 per cent. of the Company's
issued ordinary share capital, SIL may appoint such number of SIL
Directors as is proportionate to its Shareholding in the Company (rounded
up to the next whole number) and may appoint alternates for such
directors. Only SIL may remove or replace SIL Directors or their
alternates, save
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(for the avoidance of doubt) that if SIL, together with any SIL Group
member hold in aggregate less than 10 per cent. of the issued Ordinary
Share capital of the Company, the other directors may remove the SIL
Director(s) and their alternates (if any) who are on the Board at that
time.
3.3 The chairman shall be a director appointed by the Board. The chairman shall
have a second or casting vote.
3.4 The parties shall procure that meetings of the directors are convened in
the United Kingdom and held at least once every two months and that a
written agenda for each meeting of the directors specifying the matters to
be raised at the meeting is sent (together with the notice convening the
meeting which may be given by telephone, facsimile, e-mail or telex) not
less than five Business Days before the date of the meeting to all
directors (or their alternates) entitled to receive notice of the meeting
whether situated within or outside the United Kingdom but a meeting of the
Board may be convened by giving resaonable notice (such notice to specify
the agenda of the meeting and any resolutions proposed to be passed) if the
interests of the Company would be likely to be adversely affected to a
material extent if the business to be transacted at such Board Meeting were
not dealt with as a matter of urgency or if all the Directors agree (an
"Emergency Board Meeting").
3.5 No meeting of the Board shall be quorate and no resolution may be passed at
a Board meeting without (i) a SIL Director being present; or (ii) the prior
consent of SIL to the meeting being held without a SIL Director being
present, being obtained, save that such consent shall not be required if
the Company has used all reasonable endeavours to obtain SIL's consent and
has been unable to enter into dialogue with SIL in this regard.
3.6 The Company hereby undertakes and (insofar as they are respectively able
through the exercise by them of all voting rights and other powers of
control respectively exerciseable by them as Shareholders and Directors)
each of the Non-SIL Shareholders hereby undertakes to procure that, save as
required or permitted by this Agreement, neither the Company nor any of its
Subsidiaries shall, without the previous written consent of SIL (such
consent not to be unreasonably withheld), take any of the actions set out
in Schedule 1.
3.7 The Company undertakes to SIL that it shall procure that each of its
subsidiaries for the time being shall observe and perform the provisions
and conditions contained in this Agreement to be observed and performed by
them.
3.8 A Director shall be treated as present in person at a meeting of the
Directors notwithstanding that he is not physically present at the place
where the meeting is held if he is in communication with the meeting by
conference telephone or other communication equipment permitting each
person physically present at or so in communication with the meeting to
hear and be heard by each other such person. Such a Director shall be
counted in the quorum of the meeting and shall be entitled to vote thereat.
4 ACCOUNTING AND OTHER MATTERS
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4.1 The Company and its Subsidiaries shall at all times maintain proper
accounting and other financial records in accordance with the requirements
of all applicable laws and generally accepted accounting principles
applicable in the relevant territory and so as to enable amounts due under
clause 2.2.2 to be determined and checked..
4.2 The parties shall ensure that each party and its respective authorised
representatives shall be allowed access at all reasonable times to examine
the books and records of the Company and any of its Subsidiaries and so as
to enable amounts due under clause 2.2.2 to be determined and checked..
4.3 The Company shall prepare management accounts every month and shall send
copies to the parties within 30 days of the end of the period in question.
4.4 The Company shall supply each party with copies of the Company's audited
accounts and audited consolidated accounts for the Group.
4.5 The first Business Plan shall be in Agreed Form. The Company shall prepare
a Business Plan for the Company and its Subsidiaries for each financial
year not less than 30 days prior to the end of the preceding financial year
and shall provide each of the parties with a copy for approval and adoption
at a meeting of the Board. The Business Plan shall include but need not be
limited to the following:
4.5.1 an estimate of the working capital requirements contained in a
cashflow statement together with an indication of the amount (if
any) which it is considered prudent to retain out of the previous
financial year's distributable profits to meet such working capital
requirements;
4.5.2 a projected profit and loss account;
4.5.3 an operating budget (including estimated capital expenditure
requirements) and balance sheet forecast;
4.5.4 a report by the Managing Director giving business objectives for the
year; and
4.5.5 a report by the Finance Director.
4.6 The Company shall prepare accounts (including management accounts) in a
timely manner and in such form and with such content (including, without
limitation, reconciled to US GAAP) and shall cause such accounts to be
audited and/or reviewed by the Company's auditors, as necessary to enable
SIL to comply with any applicable law or by the rules of any recognised
stock exchange, or governmental or other regulatory body and filing
requirements from time to time notified in writing to the Company
(including without limitation the Securities Act of 1933 and the Securities
Exchange Act of 1934 and the rules and regulations promulgated thereunder).
The Company shall use reasonable efforts to cause the Company's auditors to
give such consents and comfort letters as are necessary to permit the
inclusion of any such accounts in any financial statements or other filing
of SIL or any of its affiliates.
5 STATUS OF THIS AGREEMENT AND THE PARTIES' OBLIGATIONS
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5.1 Each party shall exercise all voting rights and other powers of control
available to them in relation to the Company so as to procure (so far as
each is respectively able by the exercise of such rights and powers) that
at all times during the term of this Agreement the provisions of this
Agreement are duly and promptly observed and given full force and effect
according to its spirit and intention.
5.2 If any provisions of the memorandum or Articles of the Company at any time
conflict with any provisions of this Agreement, this Agreement shall
prevail and the parties shall whenever necessary exercise all voting and
other rights and powers available to them to procure the amendment, waiver
or suspension of the relevant provision of the memorandum and/or articles
of association to the extent necessary to permit the Company and its
affairs to be administered as provided in this Agreement.
6 PROMOTION OF THE COMPANY'S BUSINESS
6.1 Each of the Non-SIL Shareholders hereby undertakes to SIL that during the
period commencing the date of this Agreement and ending on the Relevant
Date (as defined in Clause 6.2 below) he shall not either on his own
account or in conjunction with or on behalf of any person or persons
whether directly or indirectly:
6.1.1 whether as principal, agent, shareholder, consultant, partner,
employee, member, or in any other capacity whatsoever, participate
in, engage in, or be in any manner associated with any internet
based cricket business that competes with the Company or its
Subsidiaries, or any other business which competes with the business
of the Company and its Subsidiaries;
6.1.2 solicit or entice away or endeavour to solicit or entice away from
the Company or its Subsidiaries any officer, manager, servant or
other employee who was at the date of this Agreement engaged in the
business whether or not such person would commit a breach of his
contract of employment by reason of leaving service.
6.2 For the purpose of Clause 6.1 above the term "Relevant Date" shall mean the
earlier of:
(a) the date 18 months following termination of this Agreement by all the
parties to it;
(b) the date 18 months following the relevant Non-SIL Shareholder ceasing
to be a member of the Company; and
(c) the date 18 months following the relevant Non-SIL Shareholder ceasing
to be employed by the Company.
6.3 Notwithstanding the provisions of Clauses 6.1, SIL agrees and acknowledges
that the Non-SIL Shareholders may continue to participate in the activities
of the organisations, societies, companies and associations identified in
Schedule 5 to this Agreement and that they may participate in any other
similar activities with the prior consent of SIL and the Board (such
consent not to be unreasonably withheld).
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6.4 Each Non-SIL Shareholder acknowledges and agrees that because of the world
wide access of the internet and world wide web, that the provisions of
Clause 6.1 are reasonable with respect to the scope of restriction,
duration and the geographic scope and are reasonably necessary to protect
the value of the goodwill and assets of the Company.
6.5 Whilst the covenants in Clause 6.1 are considered by the parties to be
reasonable in all the circumstances, if any one or more should for any
reason be held to be invalid but would have been held to be valid if part
of the wording thereof was deleted or the period thereof reduced or the
range of activities or area covered thereby reduced in scope, the said
covenants shall apply with the minimum modifications necessary to make them
valid and effective.
7 LOCK-INS
7.1 Each Non-SIL Shareholder hereby undertakes to SIL and the Company
(contracting for itself and on behalf of each of the Subsidiaries and for
any successor in title to the share capital of the Company) that he will
not (whether on his own behalf or with or on behalf of any person and
whether directly or indirectly by any person or business controlled by him)
without the prior written consent of SIL:
7.1.1 Subject to Clauses 7.1.2, 7.1.3 and 7.2, sell, assign, transfer or
otherwise dispose of more than, in the aggregate, five percent of
the Shares to which he is beneficially entitled as at the date of
this Agreement;
7.1.2 In addition to any sales, transfers or other disposals permitted
pursuant to Clauses 7.1.1 and 7.1.3, in the period from the date six
calendar months after the Effective Date or, if earlier, 2 years
from the date of this Agreement, sell, assign, transfer or otherwise
dispose of more than, in the aggregate, 25 percent of the Shares to
which he is beneficially entitled as at the date of this Agreement;
7.1.3 In addition to any sales, transfers or other disposals permitted
pursuant to Clauses 7.1.1, 7.1.2 or 7.2, from the date of the third
anniversary of the date of this Agreement, sell, assign, transfer or
otherwise dispose of more than, in the aggregate, 40 percent of the
shares to which he is beneficially entitled as at the date of this
Agreement.
Each undertaking contained in this clause 7.1 shall be read and construed
independently of the other undertakings herein as an entirely separate and
severable undertaking.
7.2 Each of the Non-SIL Shareholders shall, from the fourth anniversary of this
Agreement, be able to sell, assign, transfer or otherwise dispose of all or
any of the Shares to which he is beneficially entitled as at the date of
this Agreement.
7.3 SIL agrees that in the event of an IPO it will not unreasonably withhold
its consent to the imposition of restrictions on the sale by SIL of its
Shares as considered to be necessary by the financial advisor to the Board
in relation to the IPO.
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7.4 Subject always to the provisions of Clause 7.1 and 7.3, the parties
acknowledge that in the event of an IPO all of the shareholders in the
Company shall be able to participate in the IPO.
8 CONFIDENTIALITY
8.1 Each party shall at all times keep confidential and use its best endeavors
to ensure that their respective employees, agents, Subsidiaries, and the
employees and agents of such Subsidiaries, shall keep confidential any
Confidential Information which it may acquire and shall not use or disclose
any such Confidential Information except:
8.1.1 to another member of its Group, as the case may be, or to a party's
professional advisers where such disclosure is for a purpose related
to the operation of this Agreement;
8.1.2 with the written consent of such of the Company, any of its
Subsidiaries or the party that the information may relate to;
8.1.3 as may be required by law or by the rules of any recognised stock
exchange, or governmental or other regulatory body, when the party
concerned shall, if practicable, supply a copy of the required
disclosure to the other before it is disclosed and incorporate any
amendments or additions reasonably requested by the other);
8.1.4 with the written consent of the Company, where it relates to the
Company or any of its Subsidiaries bona fide for the advancement of
the business of the Company or its Subsidiaries; or
8.1.5 where it has come into the public domain otherwise than by the
breach of this clause.
8.2 The parties shall use their best endeavours to procure that the Company and
its Subsidiaries and their respective officers, employees and agents
observe a corresponding obligation of confidence in respect of information
about the parties themselves.
8.3 The obligations of each of the parties in sub-clause 8.1 shall continue
without limit in time and notwithstanding termination of this Agreement for
any cause.
9 ISSUANCE AND TRANSFER OF SHARES
9.1 Subject as provided in Clause 9.2, no issuance, allotment or transfer of
any Share in the capital of the Company shall be made or registered without
the previous sanction of the Board which may, in its absolute discretion
and without assigning any reason therefor, decline to register any
allotment or transfer of any Share whether or not it is a fully paid Share.
9.2 The Board shall sanction any issue, allotment or transfer made in
accordance with the provisions of this Agreement or the Subscription
Agreement and shall not sanction any other transfer.
12
9.3 It shall be a condition of any allotment or transfer of Shares to or by a
Shareholder or of any other allotment that the allottee or transferee, if
not already a party to this Agreement shall first enter into a deed of
adherence in substantially the form set forth in Schedule 2 save that a
beneficiary of the Trust to whom shares are transferred in accordance with
Clause 10.3 is not required to enter into a deed of adherence.
9.4 Except as provided in Clauses 10 and 14 no Share in the Company or any
beneficial interest in any Share in the Company shall be transferred
unless and until the rights of pre-emption contained in Clause 11 have
been exhausted.
10 TRANSFERS OF SHARES - EXEMPTION TO PRE-EMPTION.
10.1 Any Shareholder being a body corporate (the "Original Member") shall be
entitled to transfer all or any of its Shares to any other body corporate
which is for the time being its subsidiary or holding company or another
subsidiary of its holding company (each such body corporate being
hereinafter referred to as a "Group Company") but if a Group Company
whilst it is a member shall cease to be a Group Company in relation to the
Original Member it shall within 21 days of so ceasing transfer the Shares
held by it to the Original Member or any Group Company of the Original
Member and failing such transfer the member shall be deemed to have given
a Transfer Notice pursuant to Clause 11.
10.2 Subject as herein provided any Shareholder who is an individual may
transfer whilst he is alive or under his will all or any of his Shares or
any beneficial interest therein for whatever consideration to the trustee
or trustees of a family trust set up wholly for the benefit of one or more
of himself, his or her spouse or children or grandchildren or step
children or dependants (together "Privileged Members") and of which the
said member is the settler or to any of his or her Privileged Members
provided that (i) prior to any such transfer the trustees enter into a
deed of adherence under which it shall be bound to the terms of this
Agreement; and (ii) a Privileged Member acquiring Shares pursuant to this
Clause 10.2 shall only be able to transfer such Shares to another
Privileged Member of the person from whom he, she or they took the Shares
in the first instance or, in the case of a transfer by trustees, to
persons beneficially entitled under such trusts.
10.3 Any Shareholder may transfer Shares to a nominee or trustee for that
Shareholder alone and any nominee or trustee of any person or persons may
at any time transfer any Shares to that other person or persons or to
another nominee or trustee for that other person or persons provided that
no beneficial interest in such Shares passes by reason of such transfer.
11 TRANSFERS - PRE-EMPTION
11.1 Any Shareholder who wishes to transfer Shares otherwise than in accordance
with Clause 10 (the "Vendor") shall give notice in writing (the "Transfer
Notice") to the Company of his wish specifying:-
(a) the number of Shares which he wishes to transfer;
13
(b) the name of any third party to whom he proposes to sell or transfer
the Shares (the "Third Party");
(c) the price at which he has agreed with the Third Party to sell or
transfer the Shares; and
(d) whether or not the Transfer Notice is conditional upon all (and not
part only) of the specified Shares being sold pursuant to the offer
hereinafter mentioned and in the absence of such stipulation it shall
be deemed not to be so conditional.
11.2 No Transfer Notice once given or deemed to be given in accordance with
Clauses 10, 11 or 12 shall be withdrawn otherwise than as permitted in
this Agreement or with the consent of the Board.
11.3 The Transfer Notice shall constitute the Company the agent of the Vendor
for the sale of the Shares specified therein (the "Sale Shares") at the
Transfer Price.
12 DEEMED TRANSFERS
12.1 A Transfer Notice shall also be deemed to have been served by any Vendor
who purports to transfer shares other than in accordance with Clause 10 or
Clause 14 without serving a Transfer Notice (including, without
limitation, if the Directors declare that a Transfer Notice has been
deemed to have been served pursuant to Clause 15).
12.2 For the purpose of this clause 12 the following shall also be deemed
(without limit) to be a transfer by a member of shares in the Company:
12.2.1 any direction (by way of renunciation or otherwise) by a
Shareholder entitled to an allotment or transfer of shares that a
share be allotted or issued or transferred to some person other
than himself; and
12.2.2 any sale or other disposition (including charging) of any legal
or equitable interest in a share (including any voting right
attached to a share) whether or not by the registered holder,
whether or not for consideration and whether or not effected by
an instrument in writing.
12.3 In the event of the bankruptcy or insolvency of any Shareholder a Transfer
Notice shall be deemed to have been served by that Shareholder in respect
of all of the Shares held by that Shareholder at that date and, in those
circumstances, such Transfer Notice shall:
12.3.1 constitute the Company as the agent of the relevant Shareholder;
and
12.3.2 entitle the Company to require delivery to it of the certificate
for the Shares (or such indemnity as the Company may reasonably
require).
12.4 If any Shares are deemed to be the subject of a Transfer Notice in
accordance with clause 12.3, the sale price per Sale Share shall be
either:
14
12.4.1 such price as may be agreed between the Directors (by unanimous
consent) and the relevant Shareholders' personal representative,
trustee in bankruptcy, liquidator, receiver or administrator, as
the case may be, within fourteen days of the Transfer Notice; or
12.4.2 in the absence of agreement, the Fair Value for such Sale Shares.
12.5 Where any Transfer Notice is deemed to have been given in accordance with
this Clause 12 (other than Clause 12.3), the deemed Transfer Notice shall
be treated as having specified:
12.5.1 that all (or, if a particular number is prescribed by this
Agreement, the number prescribed pursuant to the relevant Clause)
the Shares registered in the name of the Vendor shall be included
for transfer;
12.5.2 that the price for the Shares shall be the Transfer Price; and
12.5.3 that the Transfer Notice is not conditional upon all (and not
part only) of the Vendor's Shares being sold.
12.6 In this Agreement the term "Fair Value" shall mean:
12.6.1 the price per Share certified in writing by the Valuer as being
the price which, in its opinion, represents a fair value for such
share as between a willing vendor and purchaser of the same as at
the date the Transfer Notice is given or is deemed to have been
given in respect of such share;
12.6.2 when giving such certificate, the Valuer shall not take into
account whether the shares concerned comprise the majority or a
minority interest in the share capital of the Company, nor the
fact that the right to transfer such shares is restricted by this
Agreement and shall assume that the entire issued share capital
of the Company is being sold. However, in so certifying the
Valuer shall have taken into account such other facts as it, in
its absolute discretion, shall consider appropriate including, if
it so consider appropriate, the past and current performance of
the Group, the apparent future prospects of the Group and the
rights attaching to the class of share which is the subject of
the Transfer Notice. The Valuer shall act as expert and not as
arbitrator and, in the absence of manifest error, its decision
shall be final and binding on the Company and its members. The
reasonable costs of the Valuer in certifying the Fair Value shall
be borne by the transferor/transferee of the shares concerned.
13 PRE-EMPTION PROCEDURE.
13.1 The Company shall forthwith upon receipt of a Transfer Notice or, where
later, upon the determination of the Transfer Price, give notice in
writing to each of the members of the Company informing them that the Sale
Shares are available and of the Transfer Price and shall invite each
member to state in writing within 21 days from the date of the said notice
(which date shall be specified therein) whether he is willing to purchase
any and, if so, how many of the Sale Shares. For the purposes of
15
determining the shareholders of the Company to whom Shares comprised in a
Transfer Notice should be offered, the Vendor in respect of the relevant
Transfer Notice(s) shall be deemed not to be a member of the Company.
13.2 The Sale Shares shall be offered to each member on terms that in the event
of competition the Sale Shares offered shall be sold to the members
accepting the offer in amounts equal to the proportion (as nearly as may
be) that their existing holdings of ordinary shares bears to the aggregate
existing holdings of ordinary shares of the other non-transferring
Shareholders (the "Proportionate Entitlement"). It shall be open to each
such member to specify if he is willing to purchase Shares in excess of
his proportionate entitlement ("Excess Shares") and if the member does so
specify he shall state the number of Excess Shares.
13.3 After the expiry of the offers to be made pursuant to Clause 13.1 above or
sooner if all the Sale Shares offered shall have been accepted in the
manner provided in Clause 13.2 above, the Board shall allocate the Sale
Shares in the following manner:-
(a) if the total number of Shares applied for pursuant to the
relevant offer is equal to or less than the available number of
Sale Shares the Company shall allocate the number applied for in
accordance with the applications; and
(b) if the total number of Shares applied for pursuant to the
relevant offer is more than the available number of Sale Shares,
each member shall be allocated his Proportionate Entitlement or
such lesser number of Sale Shares for which he may have applied
and applications for Excess Shares shall be allocated in
accordance with such applications.
and in either case the Company shall forthwith give notice of each such
allocation (an "Allocation Notice") to the Vendor and each of the persons
to whom Sale Shares have been allocated (a "Member Applicant") and shall
specify in the Allocation Notice the place and time (being not later than
fourteen days after the date of the Allocation Notice) at which the sale
of the Sale Shares shall be completed.
13.4 Subject to Clause 13.5 below, upon such allocations being made as
aforesaid, the Vendor shall be bound, on payment of the Transfer Price, to
transfer the Sale Shares comprised in the Allocation Notice to the Member
Applicants named therein at the time and place therein specified. If he
makes default in so doing the Chairman for the time being of the Company,
or failing him one of the Directors or some other person duly nominated by
a resolution of the Board for that purpose, shall forthwith be deemed to
be the duly appointed attorney of the Vendor with full power to execute
complete and deliver in the name and on behalf of the Vendor a transfer of
the relevant Sale Shares to the Member Applicant and any Director may
receive and give a good discharge for the purchase money on behalf of the
Vendor and (subject to the transfer being duly stamped) enter the name of
the Member Applicant in the register of members as the holder or holders
by transfer of the Shares so purchased by him or them. The Board shall
forthwith pay the purchase money into a separate bank account in the
Company's name and shall hold such money on trust (but without interest)
for the Vendor until he shall deliver up his certificate or certificates
for the relevant Shares to the Company when he shall thereupon be paid the
purchase money.
16
13.5 If the Vendor shall have included in the Transfer Notice a provision that
unless all the Sale Shares are sold none shall be sold and if the total
number of Shares applied for by Member Applicants is less than the number
of Sale Shares then the Allocation Notice shall refer to such provision
and shall contain a further invitation open for 28 days to those persons
to whom Sale Shares have been allocated to apply for further Sale Shares
and completion of the sales in accordance with the preceding paragraphs of
this Article shall be conditional upon such provision as aforesaid being
complied with in full.
13.6 In the event of all the Sale Shares not being sold under the preceding
paragraphs of this Clause the Vendor may at any time within three calendar
months after receiving confirmation from the Company (which shall not be
unreasonably or unfairly withheld or delayed) that the pre-emption
provisions herein contained have been exhausted (the "third party sale
period") transfer any Sale Shares not sold to any person or persons at any
price not less than the Transfer Price PROVIDED THAT:-
13.6.1 the Board shall be entitled to refuse registration of the
proposed transferee if he is or is reasonably believed by the
Board to be a nominee for a person who is a competitor or
connected with a competitor of the business of the Company or any
of its subsidiaries and, if such transfer were registered, more
than 10% of the issued Ordinary Shares would be held by or by
nominees for competitors or persons connected with competitors of
the business of the Company and its subsidiaries;
13.6.2 if the Vendor stipulated in the Transfer Notice that unless all
the Sale Shares were sold none should be sold, the Vendor shall
not be entitled, save with the written consent of all the other
members of the Company, to sell hereunder only some of the Sale
Shares comprised in the Transfer Notice to such person or
persons;
13.6.3 the Board shall be reasonably satisfied that the Sale Shares are
being sold in pursuance of a bona fide sale for not less than the
Transfer Price without any deduction, rebate or allowance
whatsoever to the purchaser and if not so satisfied may refuse to
register the instrument of transfer.
13.7 If the Company shall not find a transferee for any or all of the Sale
Shares in accordance with the foregoing provisions of this Agreement, the
Company may, subject to the provisions of the Companies Act and this
Agreement, and the Articles of the Company, exercise its power to purchase
at the Transfer Price any of the Sale Shares comprised in the Transfer
Notice for which a transferee has not been found.
14 PIGGYBACK RIGHTS
14.1 If any Vendor when acting alone or acting in concert with another
Shareholder wishes to sell Shares to a bona fide purchaser at arms-length
("third party") which when aggregated with all other Shares held by the
third party collectively constitute a majority of the Shares in issue
(whether in one transaction or a series of transactions) then each of the
other members (and any permitted transferee of SIL Shares) (each, a
"Putting Shareholder") shall have the option (the "Piggyback Option") to
require the Vendor to cause that third party or its nominee to purchase
all of the Putting
17
Shareholder's Shares or such lesser number of those Shares as the Putting
Shareholder (in its absolute discretion) may specify.
14.2 A Putting Shareholder may exercise the Piggyback Option by giving notice
to that effect (the "Piggyback Notice") to the Vendor specifying that the
Vendor is required to cause to be purchased by the third party or its
nominee all of the Putting Shareholder's Shares (the "Put Shares") or such
lesser number of those Shares as the Putting Shareholder (in its absolute
discretion) shall specify.
14.3 A Piggyback Notice, once given, is irrevocable but both the notice and all
obligations under the notice will lapse if for any reason the Vendor does
not transfer the Sale Shares to the third party.
14.4 The purchase price for the Put Shares shall be the price per Share to be
paid by the third party to the Vendor in respect of the Sale Shares (the
"put price"). Upon the exercise of the Piggyback Option in accordance with
this Clause 14, each of the Putting Shareholders shall be bound to sell
its Put Shares for a consideration equivalent per Share, to the
consideration paid or to be paid to the Vendor plus such further amount
equal to any other consideration (in cash or otherwise) received or
receivable by the holders of such Shares which, having regard to the
substance of the transaction as a whole, can reasonably be regarded as an
addition to the price paid or payable for such Shares then in issue at a
place and time specified by the Vendor and otherwise in accordance with
this Article. In the event of a disagreement, the calculation of the price
shall be referred to an umpire (acting as expert and not as arbitrator)
nominated by the parties concerned (or in the event of disagreement as to
nomination appointed by the President for the time being of the Institute
of Chartered Accountants in England and Wales) whose decision shall be
final and binding in the absence of manifest error.
14.5 Upon the exercise of the Piggyback Option in accordance with this Clause
14, the Vendor shall be bound to take all reasonable steps to cause the
Put Shares to be purchased by the third party or its nominee for the put
price and otherwise in accordance with this Clause 14.
14.6 If the Vendor is unable to cause the third party or its nominee to buy all
of the Put Shares at the put price (or at a greater price) and otherwise
in accordance with this Clause 14, and to complete that purchase in
accordance with this Clause 14, then the Vendor shall not be entitled to
sell or otherwise transfer any of the Sale Shares to the third party.
14.7 Completion of the purchase by the third party of the Sale Shares and all
of the Put Shares shall take place on the date that is specified for that
purpose by the Vendor to the Putting Shareholders except that:-
(a) the Vendor may not specify a date that is less than 14 days after
the date of the Piggyback Notice, or which occurs outside the
third party sale period, and
(b) the date so specified by the Vendor shall be the same date as the
date proposed for completion of the sale of the Sale Shares,
18
unless all of the Putting Shareholders and the Vendor agree
otherwise.
15 VERIFICATION
For the purposes of ensuring that a transfer of Shares is duly authorized
hereunder and that no circumstances have arisen whereby a Transfer Notice
is required to be served hereunder, the Directors may from time to time
require any member or past member or the personal representatives or
trustee in bankruptcy, receiver or liquidator of any member or any person
named as transferee in any instrument of transfer lodged for registration
to furnish to the Company such information and evidence as the Directors
may reasonably request regarding any matter which, in the reasonable
opinion of the Directors, is relevant for the purposes of this Clause 15.
Failing such information or evidence being furnished to the reasonable
satisfaction of the Directors within a reasonable time after request, the
Directors shall be entitled to refuse to register the transfer in question
or, if no transfer is in question, to declare by notice in writing that a
Transfer Notice shall have been deemed to have been served in respect of
the shares concerned. If such information or evidence discloses that, in
the reasonable opinion of the Directors, a Transfer Notice ought to have
been served in respect of any Shares, the Directors may also by notice in
writing declare that a Transfer Notice has been deemed to have been served
in respect of the Shares concerned.
16 TERMINATION AND LIQUIDATION
16.1 Termination of this Agreement with respect to any party shall be without
prejudice to the rights and obligations of any party accrued prior to such
termination or under any provision which is expressly stated not to be
affected by such termination including in respect of any prior breach of
this Agreement and any right or obligation under Clause 2, 6, Clause 7 and
Clause 8.
17 ENTIRE AGREEMENT
17.1 This Agreement (together with all agreements and documents executed
contemporaneously with it or referred to in it) constitutes the entire and
only agreement between the parties in relation to its subject matter and
replaces and extinguishes all prior agreements, undertakings,
arrangements, understandings or statements of any nature made by the
parties or any of them whether oral or written (and, if written, whether
or not in draft form) with respect to such subject matter. Each of the
parties acknowledges that it is not relying on any statements, warranties
or representations given or made by any of them in relation to the subject
matter hereof, save those expressly set out in this Agreement, and that it
shall have no rights or remedies with respect to such subject matter
otherwise than under this Agreement (and the documents executed at the
same time as it or referred to in it) save to the extent that they arise
out of the fraud or fraudulent misrepresentation of the other party.
17.2 No variation of this Agreement shall be effective unless in writing and
signed by or on behalf of a duly authorised representative of each party.
18 ASSIGNMENTS
19
18.1 This Agreement shall be binding on the parties and their respective
successors and assigns.
18.2 The parties shall not be entitled to assign this Agreement or any of its
rights and obligations under it except as permitted in this Agreement.
19 WAIVER OF RIGHTS, COMPROMISES
19.1 No exercise or failure to exercise or delay by either party in exercising
any right power or remedy under this Agreement shall constitute a waiver
by that party of any such other right power or remedy.
19.2 Either party may release or compromise the liability of the other or grant
to such party time or other indulgence without affecting its rights in
relation to the other party.
20 NO PARTNERSHIP
The parties are not in partnership with each other nor are they agents of
each other.
21 COSTS
Each party shall bear its own costs in connection with the preparation and
execution of this Agreement.
22 GOOD FAITH
22.1 All transactions entered into between the parties or any company
controlled by them and the Company shall be conducted in good faith and on
the basis set out or referred to in this Agreement or, if not provided for
in this Agreement, as may be agreed by the parties and in the absence of
such agreement on an arm's length basis.
22.2 Each party shall at all times act in good faith towards the other and
shall use all reasonable endeavours to ensure that this Agreement is
observed.
22.3 Each party will do all things necessary or desirable to give effect to the
spirit and intention of this Agreement.
23 NOTICES
23.1 Form of notices
Any communication to be given by the Company or by SIL, or by Non-SIL
Shareholders in connection with the matters contemplated by this Agreement
shall except where expressly provided otherwise be in writing and shall
either be delivered by hand (including by courier) or by facsimile
transmission.
23.2 Address and facsimile
Such communication shall be sent to the address of the relevant party
referred to in this Agreement or the facsimile number (where available)
set out below or to such other address or facsimile number as may
previously have been communicated to the
20
other party in accordance with this clause. Each communication shall be
marked for the attention of the relevant person.
SIL - facsimile number ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
For the attention of CFO
Company - facsimile number ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
For the attention of Dr. ▇▇▇▇▇ ▇▇▇▇
- facsimile number ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
For the attention of each of the Non-SIL Shareholders (by name)
23.3 Deemed time of service
A communication shall be deemed to have been served:
23.3.1 if delivered by hand at the address referred to in clause 23.2,
at the time of delivery; and
23.3.2 if sent by facsimile to the number referred to in clause 23.2, at
the time of completion of successful transmission by the sender.
If a communication would otherwise be deemed to have been delivered
outside normal business hours (being 9:30 a.m. to 5:30 p.m. on a Business
Day) in the time zone of the territory of the recipient under the
preceding provisions of this clause, it shall be deemed to have been
delivered at the next opening of such business hours in the territory of
the recipient.
23.4 Proof of service
In proving service of the communication, it shall be sufficient to show
that delivery by hand was made or that the facsimile was despatched and a
confirmatory transmission report received.
23.5 Change of details
A party may notify the other parties to this Agreement of a change to its
name, relevant person, address or facsimile number for the purposes of
clause 23.1 provided that such notification shall only be effective on:
23.5.1 the date specified in the notification as the date on which the
change is to take place; or
23.5.2 if no date is specified or the date specified is less than five
clear Business Days after the date on which notice is deemed to
have been served, the date falling five clear Business Days after
notice of any such change is deemed to have been given.
23.6 APPLICABILITY TO PROCEEDINGS
21
For the avoidance of doubt, the parties agree that the preceding
provisions of this Clause 19 shall not apply in relation to the service of
any writ, summons, order, judgment or other document relating to or in
connection with any Proceedings.
24 GOVERNING LAW AND JURISDICTION
24.1 This Agreement shall be governed by English law, and each of the parties
hereby submits to the exclusive jurisdiction of the High Court of Justice
in England and Wales.
25 CONTRACTS (RIGHTS OF THIRD PARTIES) ▇▇▇ ▇▇▇▇
25.1 No person who is not a party to this Agreement shall have any right under
the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of
this Agreement.
22
SIGNED by )
for and on behalf of )
CRICINFO LIMITED )
in the presence of: )
SIGNED by )
for and on behalf of )
▇▇▇▇▇▇ INFOWAY LIMITED )
in the presence of: )
SIGNED by )
DR. ▇▇▇▇▇ ▇▇▇▇ )
in the presence of: )
SIGNED by )
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ )
in the presence of: )
SIGNED by )
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ )
in the presence of: )
SIGNED by )
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ )
in the presence of: )
23
SCHEDULE 1
----------
SIL Consents
------------
Except to the extent specifically included in the then-current Business Plan,
which has been approved in accordance with Clause 3, and provided that SIL,
together with any member of the SIL Group, hold in aggregate more than ten per
cent (10%) of the issued Ordinary Shares, the Company shall not, except with the
prior written consent of SIL:
These consents are personal to SIL and members of the SIL Group
1. increase the amount of its authorised or issued Share capital, issue and
allot Shares (save for the issue of Shares to a further strategic partner
of the Company approved by the Board except at a valuation lower than SIL's
current subscription price), grant any option (save for options granted
pursuant to any employee share option scheme adopted by the Company) or
other interest (in the form of convertible securities or in any other form)
over or in its share capital, redeem or purchase any of its own Shares or
effect any other reorganisation of its share capital;
2. issue any loan capital of a value in excess of (Pounds)1 million or enter
into any commitment with any person with respect to the issue of any such
loan capital;
3. make any borrowing, secured or unsecured, other than from its bankers in
the ordinary and usual course of business and ensure that its banking
facilities do not enable it to have more than (Pounds)3 million in
aggregate borrowed at any one time;
4. pass any resolution for its winding up (unless it shall have become
insolvent);
5. engage in any business, directly or through a subsidiary other than in
connection with cricket-related businesses or defray any monies other than
bona fide for the purposes of or in connection with the carrying on of the
business of the Company worldwide;
6. close down or substantially divest any ongoing business operation directly
or through a subsidiary;
7. amalgamate or merge with any other company or business undertaking;
8. vary in any respect its memorandum or articles of association or the rights
attaching to any of its Shares;
9. alter its name;
10. sell or transfer the domain names ▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇.▇▇▇;
11. enter into any arrangement, contract or transaction outside the normal
course of its business or otherwise than on arm's length terms;
12. adopt or amend its annual Business Plan;
13. change either:
24
13.1 its auditors; or
13.2 alter its accounting reference date;
14. declare or pay any dividend or make any other distribution (by way of
capitalisation, repayment or in any other manner) out of its distributable
profits or any of its reserves;
15. dismiss any Non-SIL Shareholder who is an employee of the Company or a
Subsidiary in circumstances in which it incurs or agrees to bear
redundancy or other costs in excess of (Pounds)100,000 in total;
25
Schedule 2
Deed of Adherence
THIS DEED OF ADHERENCE is made on [ ] by [ ]
(the "Covenantor")
SUPPLEMENTAL to a Shareholders Agreement dated [ ] and made between
Cricinfo Limited, ▇▇▇▇▇▇ Infoway Limited and Non-SIL Shareholders (the
"Agreement").
The Covenantor covenants as follows:
1. The Covenantor hereby confirms that it has been supplied with a copy of the
Agreement and hereby covenants with each of the persons named in the
Schedule to this Deed to observe and be bound by all of the terms of the
Agreement which are capable of applying to the Covenantor and which have
not been performed at the date of this Deed to the intent and effect that
the Covenantor shall be deemed with effect from the date on which the
Covenantor is registered as a member of Cricinfo Limited to be a party to
the Agreement (as if named as a party to that Agreement).
2. This Deed shall be governed by and construed in accordance with English law
and the Covenantor hereby submits irrevocably to the exclusive jurisdiction
of the English Courts (but accepts that this Deed may be enforced in any
court of competent jurisdiction) and hereby appoints [ ] as its agent
for service of all process in any proceedings in respect of the Agreement.
EXECUTED as a deed on the day and year first above written.
26
Schedule 3
Nominated Competitors
▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇.▇▇▇
27
Schedule 4
Name Address
Dr ▇▇▇▇▇ ▇▇▇▇▇▇ King ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇
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Schedule 5
Outside Activities of the Management Shareholders
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ is a committee member and a trustee of the Association of Cricket
Statisticians and Historians (the "ACS") . He has written a number of books and
articles for the ACS and regularly carries out research for them. The ACS's web
pages are hosted by the Company.
▇▇ ▇▇▇▇▇▇▇▇▇ has written a book published by The Cricket Society and is working
on a sequel.
Limlow Book Limited acts as agent in the UK for the Pakistan Cricket Board
Annual, the Pakistan Cricketers Who's Who and the Zimbabwe year book and other
foreign cricket books. The Company also acts as agent for the supply of ACS data
to some games. Limlow acts as an agent in the UK for the distribution of PACS
newsletters and books, etc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is a member of the following cricket societies/clubs, (an
asterisk denotes that the Company hosts the Web pages for that society/club):
(i) The Cricket Memorabilia Society*
(ii) The Association of Cricket Statisticians and Scorers of India.
(iii) The Pakistan Association of Cricket Statisticians (PACS)
(iv) The Association of Cricket Statisticians of Trinidad & Tobago
(v) The Wombwell Cricket Lovers Society*
(vi) The High Peak Cricket Society*
(vii) The Northern Cricket Society*
(viii) The Nottingham Cricket Lovers Society*
(ix) Middlesex County Cricket Club
(x) Nottinghamshire County Cricket Club
(xi) Cricket Society*
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(xii) ACS*
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ has helped in the setting up of Intercept Consulting Private Limited
(an internet advertising solutions company)
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ does not have any relevant outside activities.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ is a member of the ACS and Marylebone Cricket Club.
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