Common use of Relevant Transactions Clause in Contracts

Relevant Transactions. (1) Sections 9.9(2) to 9.9(4) will apply in respect of Relevant Transactions. (2) The Company is permitted, without the prior approval of the Shareholders, to enter into Relevant Transactions, but each Relevant Transaction must be: (a) at a competitive market price; (b) on commercial terms comparable to what would be agreed between unrelated parties; and (c) promptly disclosed to the Shareholders. (3) Each Director may vote on any Relevant Transaction. If a Shareholder considers that a Relevant Transaction does not meet the criteria of section 9.9(2), then it may give notice to the Company and the other Shareholders, and the following provisions will apply: (a) the notice must be given within twenty (20) Business Days of the Relevant Transaction being disclosed to the Shareholder and must include reasons why the Shareholder believes the Relevant Transaction does not meet the criteria of section 9.9(2); (b) the Relevant Transaction must be discussed at the next Board Meeting; (c) if a Shareholder is not satisfied with the discussion on the Relevant Transaction at that Board Meeting, it must give notice to the other Shareholder and the Board within five (5) Business Days after that meeting, and the Shareholders will then jointly appoint a suitably qualified independent expert to assess whether or not the Relevant Transaction meets the criteria in section 9.9(2); (d) if the Shareholders cannot agree on an independent expert within ten (10) Business Days of the notice under section 9.9(3)(c), the independent expert will be chosen by an internationally recognised and reputable audit and accounting firm jointly agreed upon by the Shareholders; (e) if the independent expert finds that the Relevant Transaction does not meet the criteria in section 9.9(2), then that Relevant Transaction will not be void, however, the Shareholder that is a party to the Relevant Transaction (or whose Affiliate is a party to the Relevant Transaction) will be liable for any loss caused to the Company as a result of the departure from the criteria in section 9.9(2); and (f) notwithstanding the finding of the independent expert, the Company will bear all the costs of the independent expert. (4) At the request of a Shareholder, the Company and the other Shareholders will provide that Shareholder with information reasonably necessary to satisfy that the Relevant Transaction meets the criteria in section 9.9(2).

Relevant Transactions. In accordance with Article 86.4 of the Company Law of Mongolia, the Company’s Charter shall state that Chapter 12 of the Company Law shall not apply to any transaction between the Company (1on the one hand) Sections 9.9(2) to 9.9(4) will apply in and any Shareholder or Related Corporation of any Shareholder (on the other hand). In respect of Relevant Transactions., the following provisions apply: (2a) The Company is permitted, without the prior approval of the Shareholders, to enter into Relevant Transactions, but provided that each Relevant Transaction must be: (ai) at a competitive market price; (bii) on commercial terms comparable to what would be agreed between unrelated parties; and (ciii) promptly disclosed to the Shareholders. (3b) Each Director may shall vote on any Relevant Transaction. If a Shareholder considers that a Relevant Transaction does not meet the criteria of section 9.9(2clause 6.2(a), then it may give notice to the Company and the other Shareholders, and the following provisions will shall apply: (ai) the The notice must shall be given within twenty (20) Business Days 30 days of the Relevant Transaction being disclosed to the Shareholder and must shall include reasons reason(s) why the Shareholder believes the Relevant Transaction does not meet the criteria of section 9.9(2clause 6.2(a);. (bii) the The Relevant Transaction must shall be discussed at the next meeting of the Board Meeting;of Directors. (ciii) if If a Shareholder is not satisfied with the discussion on the Relevant Transaction at that meeting of the Board Meetingof Directors, it must shall give notice to the other Shareholder Shareholders and the Board of Directors within five (5) Business Days 7 days after that meeting, and the Shareholders will shall then jointly appoint a suitably qualified independent expert to assess whether or not the Relevant Transaction meets the criteria in section 9.9(2clause 6.2(a);. (div) if If the Shareholders cannot agree on an independent expert within ten (10) Business Days 15 days of the notice under section 9.9(3)(cclause 6.2(b)(iii), the independent expert will shall be chosen by an internationally recognised and reputable audit and accounting firm jointly agreed upon by the Shareholders;. (ev) if If the independent expert finds that the Relevant Transaction does not meet the criteria in section 9.9(2clause 6.2(a), then that Relevant Transaction will shall not be void, however, the Shareholder that is a party to the Relevant Transaction (or whose Affiliate Related Corporation is a party to the Relevant Transaction) will shall be liable for any loss caused to the Company as a result of the departure from the criteria in section 9.9(2clause 6.2(a); and. (fvi) notwithstanding Notwithstanding the finding of the independent expert, the Company will shall bear all the costs of the independent expert. (4c) At the request of a Shareholder, the Company and the other Shareholders will provide that Shareholder with information reasonably necessary to satisfy that the Relevant Transaction meets the criteria in section 9.9(2clause 6.2(a).