Corporate Governance of NSX. (1) NSX agrees that no person will be appointed as a director or senior manager of NSX unless and until:
(a) the person has provided NSX with all information and documentation which ASIC reasonably requires in order for ASIC to determine whether or not the person is of good character and high business integrity;
(b) NSX has provided to ASIC all information and documentation received by it pursuant to paragraph 9.10(1)(a); and
(c) NSX has not received any notice from ASIC before the end of thirty (30) days after the day on which ASIC receives the information and documentation referred to in paragraph 9.10(1)(a) above that, in the opinion of ASIC, the person is not of good character and high business integrity for the purposes of holding the office of director or senior manager of NSX.
(2) NSX also agrees that if ASIC notifies NSX within the thirty (30) day period referred to at paragraph 9.10(1)(c) that ASIC reasonably believes the relevant person is not of good character and high business integrity then NSX will not appoint the person as a director or to a senior manager position.
(3) NSX agrees that it will not allot shares to, or register a transfer of shares to, a person that results in that person or an associated person becoming entitled to a relevant interest in NSX, as defined in the Law, of 15% or more, without first providing ASIC with thirty (30) days notice of NSX's intention to do so and whatever information and documentation ASIC reasonably requires about the person and/or associated persons to enable ASIC to assess whether the relevant person is of good character and high business integrity.
(4) NSX agrees that if ASIC notifies NSX within the thirty (30) day period referred to in paragraph 9.10(3) that ASIC reasonably believes the relevant person is not of good character and high business integrity NSX will not allot the shares or register the transfer of shares (as the case may be).
(5) NSX agrees that where it proposes to alter or amend any terms of its constitution it will not make any such alteration or amendment without first providing ASIC with thirty (30) days notice prior to the issue of any circulatory resolution or notice of meeting convening a meeting to consider the alteration or amendment.
(6) NSX also agrees that if ASIC notifies NSX within the thirty (30) day period referred to in paragraph 9.10(5) that ASIC reasonably believes the proposed alterations or amendments would result in NSX not operating a fair, orderly and transpar...
