Common use of Consultation Right Clause in Contracts

Consultation Right. (a) Subject to clauses (b) through (d) below, the Issuer agrees that before making a non-pro rata issue of Shares (Offer), it will notify the Subscriber of the Offer and consult with the Subscriber in good faith to provide the Subscriber a reasonable opportunity to participate in the Offer on equivalent terms to other investors (the Consultation Right). (b) The Subscriber will have the benefit of the Consultation Right for so long as the Subscriber Holding Requirement is met. (c) This clause does not apply to any potential Offer disclosed to the Subscriber, in writing and referencing this Agreement, prior to the date of this Agreement or to any Offer: (i) to employees of the Issuer under any employee incentive plan approved by shareholders; (ii) arising from the exercise, exchange or conversion of any convertible securities issued by the Issuer prior to the date of this Agreement; or (iii) under a takeover bid or under a merger by way of a scheme of arrangement under Part 5.1 of the Corporations Act. (d) The Issuer shall be under no obligation to comply with the Consultation Right if the Board determines, acting in good faith, after receiving written legal advice from counsel, that compliance with the Consultation Right would be determined to be unenforceable or unlawful by a court or regulatory body or prohibited by the ASX Listing Rules.