Introductory Xyratex Ltd a Bermuda company (the "Company") proposes to issue and sell to the Underwriters • of its Common Shares, par value $0.01 per share (the "Securities") and Xtx Jersey Limited ("XTX") and the shareholders listed in Schedule A hereto (the "Other Shareholders", and, together with XTX, the "Selling Shareholders") propose to sell an aggregate of • Securities (such • Securities being hereinafter referred to as the "Firm Securities"). The Selling Shareholders also propose to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than • additional Securities, as set forth below (such • additional Securities being hereinafter referred to as the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". Upon the effectiveness of a Scheme of Arrangement (the "Scheme") which is expected to be sanctioned by the High Court of Justice of England and Wales (the "High Court") pursuant to Section 425 of the Companies Xxx 0000, the Company will become the parent company of Xyratex Group Limited, a company organized under the laws of England and Wales ("XGL") and its subsidiaries (together, the "Xyratex Group"). The effect of these transactions will be to complete the redomiciliation of the Xyratex Group from the United Kingdom to Bermuda. Under the Scheme, (i) all of the issued and outstanding shares of XGL will be cancelled; (ii) each holder thereof will be allotted Common Shares of the Company and (iii) XGL will issue new ordinary shares to the Company credited as fully paid. Following approval by XGL's shareholders on March 25, 2004 and hearings on April 20, 2004 and • 2004 before the High Court, the High Court issued court orders (i) sanctioning the Scheme and (ii) approving the reduction of capital of XGL (collectively, the "Court Orders"). The Scheme will become effective at such time as XGL delivers and registers the Court Orders with the Registrar of Companies in Cardiff. The transactions giving effect to the Scheme, including the delivery and registration of the Court Orders, are referred to in this Agreement as the "Redomiciliation Transactions". The Company and the Selling Shareholders hereby agree with the several Underwriters named in Schedule B hereto ("Underwriters") as follows:
Introductory Provisions The account holder shall be responsible for payments in accordance with this agreement and shall also be responsible for ensuring that all users of the Eurocard Purchasing Account are aware of and comply with this agreement and the user manuals and instructions from Eurocard applicable at any given time. A user can be an administrator or another person that has been authorised by the account holder to use Eurocard Purchasing Account
PREAMBLE The parties agree that this article constitutes the method and procedure for a final and conclusive settlement of any dispute (hereinafter referred to as "the grievance") respecting the interpretation, application, operation or alleged violation of this Collective Agreement, including a question as to whether a matter is arbitrable.