Investor Presentaiton
Key risks
Underwriting Agreement termination events cont.
(h) (Application) There is an application to a court or Governmental Agency (including the Takeovers Panel) for an order, declaration (including of unacceptable circumstances) or other remedy in
connection with the Company or the Capital Raising (or any part of it).
(i)
(Offer force majeure) There is an event or occurrence, including any statute, order, rule, regulation, directive or request of any Governmental Agency, which makes it illegal for either of the
Underwriter to satisfy an obligation of this agreement, or to market, promote or settle the Capital Raising.
(j)
(Board or KMP changes) there is any change to the Board or KMP of the Company, or a prospective change is announced with regards to the Board or KMP.
(k) (ASIC or ASX correspondence): The Company receives correspondence from ASX or ASIC which in the reasonable opinion of the Underwriter would cause or contribute to a Material Adverse
Change.
(1)
(Regulatory action in relation to directors and senior executives):
(i) A director or the chief executive officer or chief financial officer of the Company is charged with an indictable offence or fraudulent conduct;
(!!)
(iii)
any director of the Company is disqualified under the Corporations Act from managing a corporation; or
any regulatory body (other than the Takeovers Panel) commences any public action against the Company, or any director or the chief executive officer or chief financial officer of the
Company, or publicly announces that it intends to take any such action.
(m) (Conduct) The Company or a current director, officer or other current KMP of the Company or any Group Member commits any act of fraud, wilful or reckless misconduct or negligence, or
which is misleading or deceptive in any respect, whether by act or omission and whether or not in connection with the Capital Raising or is charged with having committed any of the
foregoing.
(n) (Unable to issue) The Company is unable to issue or prevented from issuing Offer Shares as contemplated by this agreement, including by virtue of the ASX Listing Rules, applicable laws, a
Governmental Agency, or an order of a court of competent jurisdiction within the period required by the ASX Listing Rules or Timetable.
(0)
(p)
(Shares to be fully paid): all Shares issued pursuant to the Entitlement Offer and in accordance with the terms of this agreement do not, from the date of allotment, rank equally in all respects
with other fully paid ordinary shares in the Company or if they are not issued free of all Encumbrances.
(Capital structure) There is an alteration to the Company's capital structure without the prior consent of the Underwriter or as otherwise provided for or contemplated in this agreement or
contained within the ASX Disclosures, except for an alteration of the Company's capital structure arising from the exercise, conversion or expiry of any existing option, right to a Share or other
convertible security issued by the Company in accordance with its terms.
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