EXHIBIT (e)(11)
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT made the 1st day of October, 1997,
BETWEEN:
GULF INDONESIA RESOURCES LIMITED, a corporation pursuant to
the laws of New Brunswick (hereinafter referred to as "Gulf
Indonesia")
OF THE FIRST PART,
- and -
GULF CANADA RESOURCES LIMITED, a corporation pursuant to the
laws of Canada (hereinafter referred to as "Gulf')
OF THE SECOND PART.
WHEREAS Gulf Indonesia is a wholly-owned subsidiary of Gulf; and
WHEREAS it is anticipated that a portion of the shares of Gulf
Indonesia held by Gulf will be sold to the public in the Offering; and
WHEREAS Gulf Indonesia believes it to be in its best interests to
provide for certain matters related to the sale of securities of Gulf
Indonesia after the Offering;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants and promises contained herein and other good and valuable
consideration (the receipt and adequacy whereof is hereby acknowledged), the
parties hereto agree as follows:
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ARTICLE 1
DEFINITIONS
1.1 Defined Terms
For the purpose of this Agreement, the following terms shall have the
meaning ascribed thereto below unless otherwise specified:
"AFFILIATES" means, with respect to a Person, any person that directly or
indirectly through one or more intermediaries controls, is controlled by, or
is under common control with such Person, and the term "control" shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management, activities or policies of any Person or entity,
whether through the ownership of voting securities, by contract, employment or
otherwise.
"BOARD OF DIRECTORS" means the board of directors of Gulf Indonesia.
"BUSINESS DAY" means a day other than a Saturday or Sunday or a day when banks
in the cities of Calgary or New York are not generally open for business.
"CBCA" means the Canada Business Corporations Act as from time to time
amended.
"COMPANY SECURITIES" mean any securities of Gulf Indonesia.
"EXEMPT OFFERING" means a private placement, a sale pursuant to Rule 144 or
Rule 144A, or other sale of Company Securities, which is exempt from any
registration or prospectus requirements under Securities Laws in the
jurisdictions where Company Securities are to be offered or sold and any other
applicable jurisdictions.
"EXEMPT OFFERING DOCUMENTS" means, in connection with an Exempt Offering, an
offering document or documents in a form which counsel to Gulf and counsel to
Gulf Indonesia shall consider suitable for private placement or sale in the
jurisdiction in which such Exempt Offering is effected or proposed to be
effected and which shall comply with all applicable Securities Laws.
"MISREPRESENTATION" and "MATERIAL FACT" shall have the meanings ascribed
thereto under applicable Securities Laws in Canada.
"OFFERING" means a public offering of common shares of Gulf Indonesia
following which Gulf will own less that all of such shares.
"PERSON" includes an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association, joint
venture or other entity, or a stock exchange, trustee in bankruptcy, receiver
or any government, any political subdivision, any agency and any entity or
person exercising executive, legislative, judicial, regulatory or
administrative functions of government.
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"PUBLIC OFFERING" means a secondary distribution or distribution to the public
of Company Securities which is not an Exempt Offering and which complies with
all applicable Securities Laws.
"PUBLIC OFFERING DOCUMENTS" means, in connection with a Public Offering, a
prospectus (preliminary and final), a registration statement or other form of
disclosure document in a form which counsel to Gulf and counsel to Gulf
Indonesia shall consider suitable for the Public Offering in accordance with the
intended method thereof, and which complies with all applicable Securities Laws.
"RULE 144" and "RULE 144A" mean Rule 144 and Rule 144A, respectively,
promulgated under the United States Securities Act of 1933, as amended.
"SECURITIES LAWS" means, with respect to any particular jurisdiction, the
securities legislation and rules and regulations, including policy statements
and notices adopted or issued by securities regulatory authorities, in such
jurisdiction.
"SHELF REGISTRATION STATEMENT" means a registration statement for the
registration of securities on a delayed or continuous basis pursuant to Rule
415 and successor rules under the Securities Act of 1933, as amended, and such
analogous rules and regulations issued by securities regulatory authorities in
other jurisdictions.
"SUBSIDIARY" has the meaning set forth in Section 2(5) of the CBCA.
"UNDERWRITERS" means any underwriter(s) or agent(s) in connection with a
Public Offering or Exempt Offering, which shall be selected by the party
making a request hereunder (and which shall be acceptable to Gulf Indonesia,
acting reasonably).
1.2 CONSTRUCTION
Whenever the context requires, the gender of all words used herein
shall include the masculine, feminine and neuter, and the number of all words
shall include the singular and plural.
1.3 REFERENCES
Unless otherwise specified, the references herein to "Sections",
"Subsections" or "Articles" refer to the sections, subsections or articles in
this Agreement.
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ARTICLE 2
REGISTRATION RIGHTS
2.1 PUBLIC OFFERING
(a) Gulf shall be entitled to request, from time to time (each, a
"Request"), but not more than twice in any 12 month period, by
written notice to Gulf Indonesia, that Gulf Indonesia assist Gulf,
as the case may be, in connection with a Public Offering of all or
part of the Company Securities held by Gulf, provided that the
total market value (determined at the date of the Request) of the
Company Securities referred to in the Request shall not be less than
US $50 million. In addition, after the third anniversary of the
closing of the Offering, such Request may include the filing of a
Shelf Registration Statement as part of the Public Offering
Documents. Gulf shall be entitled to require that the Public
Offering be made in any jurisdiction where Gulf Indonesia is, at
that time, a reporting issuer, registrant, or the equivalent
thereof, and in any other jurisdiction provided that Gulf
Indonesia shall not, solely as a result thereof, be required to
qualify generally to do business, subject itself to taxation or
consent to general service of process in such jurisdiction other
than service of process in connection with such offering. Upon
receipt by Gulf Indonesia of a Request, Gulf Indonesia shall
proceed as expeditiously as reasonably possible to complete the
steps and procedures necessary or desirable to complete the Public
Offering, and without limiting the generality of the foregoing, Gulf
Indonesia shall:
(i) during the period commencing from the receipt of the Request
until 90 days (or such shorter period as may be provided in
respect of issuances or sales of Company Securities by Gulf
Indonesia in the relevant underwriting, agency, distribution
or similar agreement) after closing of the Public Offering,
agree that it shall not, without the consent of Gulf which
consent shall not be unreasonably withheld, allot or issue
any Company Securities or announce publicly any intention to
do so, provided that Gulf Indonesia shall be permitted to
fulfill any pre-existing contractual obligations to issue
Company Securities including, without limitation, its
obligations under Company benefit plans;
(ii) prepare Public Offering Documents in the form appropriate
for the type of Public Offering specified in the Request and
have the same, when and as requested by Gulf, filed
(accompanied by any documentation required under applicable
Securities Laws) with the relevant securities regulatory
authorities in all relevant jurisdictions and use its best
efforts to cause the final versions of any such filed Public
Offering Documents to become and remain effective for a
period of 12 months after its effective date or, if shorter,
until the distribution of the securities contemplated
thereby is completed, provided, in the case of a Shelf
Registration Statement, the Public Offering Documents shall
remain effective until the distribution of the securities
contemplated thereby is completed;
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(iii) prior to filing a Public Offering Document, furnish to Gulf
and each Underwriter, if any, selected by Gulf in the
transaction, copies of such Public Offering Document as are
proposed to be filed or delivered, and thereafter furnish to
Gulf and each Underwriter, if any, in the transaction, such
number of copies of such Public Offering Document (in each
case including all exhibits thereto and all documents
incorporated by reference therein) and such other documents
as Gulf or each underwriter may reasonably request in order
to facilitate the intended transaction;
(iv) promptly notify Gulf and any Underwriter of the
occurrence of an event which could reasonably be
considered to result in a misrepresentation or a material
misstatement or omission in a Public Offering Document, and
prepare a supplement or amendment to such Public Offering
Document in form and substance reasonably satisfactory to
Gulf so that, as thereafter delivered to the purchasers
or proposed purchasers, such Public Offering Document
(taken together with the amendment or supplement) will
contain full, true and plain disclosure relating to the
Company Securities and will not contain any untrue
statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading, in light of the
circumstances in which it is made; and cause the amendment
or supplement to be filed as provided under applicable
Securities Laws and promptly make available to Gulf and any
Underwriter in the transaction copies of any such supplement
or amendment;
(v) make available for inspection by Gulf and any Underwriter
participating in the transaction and any solicitor,
accountant, reserve engineer or other professional
retained by Gulf or an Underwriter (collectively, the
"Professionals"), all financial and other records,
pertinent corporate documents and properties of Gulf
Indonesia (collectively, the "Records") as shall be
reasonably necessary to enable Gulf, any Underwriter and the
Professionals to complete their respective due diligence
and cause Gulf Indonesia's officers, directors and
employees to supply all information reasonably requested
by any Professionals in connection with such Public
Offering Document. Records which Gulf Indonesia determines,
in good faith, to be confidential and which it notifies
the Professionals are confidential shall not be disclosed
by the Professionals unless and to the extent the
disclosure of such Records would be required under
applicable Securities Laws. Gulf agrees that information
obtained by it as a result of such inspection shall not be
used except for the purpose of fulfilling its due diligence
obligations;
(vi) use its best efforts to furnish to Gulf and to each
Underwriter, if any, in a transaction, a signed counterpart,
addressed to Gulf or each Underwriter, of:
(A) an opinion or opinions of counsel to Gulf Indonesia
and
(B) a comfort letter or comfort letters from Gulf
Indonesia's auditors;
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each covering such matters of the type customarily covered
by opinions or comfort letters, as the case may be, as Gulf
or the Underwriter(s) reasonably request and in form and
substance satisfactory to counsel to Gulf and the
Underwriter(s);
(vii) use its best efforts to cause all Company Securities to be
issued in connection with the Public Offering, to be listed
on each stock exchange on which securities of that type
issued by Gulf Indonesia are then listed, if not already
listed;
(viii) enter into customary agreements on usual commercial terms,
and take such steps as are customary for transactions of a
similar nature (including signing and certifying Public
Offering Documents and any supplement or amendment thereto
in the customary manner and entering into an underwriting or
agency agreement among Gulf Indonesia, Gulf, and the
Underwriter(s)) and take such other actions as are
reasonably required in order to expedite or facilitate the
intended transaction; and
(ix) use its best efforts to complete the Public Offering under
the Securities Laws of the applicable jurisdictions and do
any and all other acts and things that may be reasonably
necessary or advisable to facilitate completion of the
Public Offering.
(b) Gulf shall promptly furnish in writing to Gulf Indonesia such
information regarding the distribution of Company Securities as Gulf
Indonesia may from time to time reasonably request and such other
information as may be legally required in connection with the
preparation or filing of any Public Offering Document.
(c) Gulf agrees that upon receipt of any notice from Gulf Indonesia
pursuant to Section 2.1 (a)(iv), it shall forthwith discontinue the
disposition of Company Securities pursuant to such Public Offering
Document applicable to such Company Securities until it shall have
received copies of such amendment or supplement, and if so directed
by Gulf Indonesia, Gulf shall deliver to Gulf Indonesia all copies,
other than permanent file copies, then in its possession, of such
Public Offering Document covering such Company Securities at the time
of receipt of such notice.
(d) Gulf Indonesia may postpone for a reasonable period of time (but not
exceeding 60 days) the filing or effectiveness of any Public Offering
Document required pursuant to this Section 2.1 if the Board of
Directors of Gulf Indonesia determines (in good faith in a written
resolution) that such event:
(i) would have a material adverse effect upon any plan or
proposal, then under active consideration by the Board of
Directors, for Gulf Indonesia or any of its material
Subsidiaries to engage in a material acquisition or
disposition of assets (other than in the ordinary course of
business) or any material merger, consolidation, tender
offer or similar material business combination, or
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(ii) would have a material, adverse effect on a proposed public
offering of Company Securities for the account of Gulf
Indonesia, if Gulf Indonesia then expects, and has taken
substantial steps prior to receipt of the applicable
Request, to make such offering.
Any such postponement shall begin when Gulf Indonesia gives written
notice thereof to Gulf and shall continue until Gulf Indonesia gives
written notice of the termination thereof to Gulf, provided that,
with respect to such postponement, Gulf Indonesia shall give such
notice of termination as soon as the condition giving rise thereto
has ceased to exist and, during such postponement (other than during
a postponement pursuant to Clause (ii) above), shall take such steps
as are necessary to insure that the requested Public Offering will be
effected in accordance with the provisions of this Agreement as soon
as practicable after such postponement is terminated; and provided
further that Gulf Indonesia may only exercise the rights set forth in
Clauses (i) and (ii) above one time each during any period of 365
consecutive days. Each such notice of postponement shall specify the
basis for the postponement and an approximation of the anticipated
delay and shall include a copy of the resolution setting forth the
relevant determination of the Board of Directors.
(e) If the Company proposes to sell any Company Securities (other than
by a registration on Form X-0, Xxxx X-0 or any successor or similar
form under Securities Laws, or in connection with a tender offer,
merger or other acquisition), the Company shall as soon as
practicable give notice of such proposed sale (a"Proposed Sale") to
Gulf, including the material terms thereof. Gulf shall have no less
that 48 hours from receipt of such notice to advise the Company
that it wishes to sell Company Securities in such Proposed Sale, in
which event Gulf shall be entitled to participate in the Proposed
Sale; provided if (i) a Proposed Sale pursuant to this Section 2.1(e)
involves an underwritten offering of the Company Securities being
registered for sale for the account of the Company, to be
distributed (on a firm commitment basis) by or through one or more
underwriters of recognized national or regional standing under
underwriting terms appropriate for such a transaction, and (ii) the
managing underwriter of such underwritten offering shall inform the
Company and Gulf by letter of its belief that the number of securities
requested to be included in such registration exceeds the number
which can be sold in (or during the time of) such offering or that the
inclusion would adversely affect the marketing of the securities to
be sold by the Company therein, then the Company may include all
securities proposed to be sold by the Company to be sold for its own
account and may decrease the number of Company Securities so proposed
to be sold and so requested to be included in such registration by Gulf
to the extent necessary to reduce the number of securities to be
included in the registration statement to the level recommended by the
managing underwriter.
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2.2 EXEMPT OFFERING
Gulf shall be entitled to request, from time to time, but not more
than twice in any 12 month period, by written notice to Gulf Indonesia to, and
Gulf Indonesia shall, provided that the total market value (determined at the
date of the notice) of the Company Securities referred to in the notice shall
not be less than US $50 million:
(a) prepare a summary information document with respect to the
business and affairs of Gulf Indonesia and its Subsidiaries
and their condition (financial and otherwise), historical
financial performance and prospects, which is suitable for
distribution in the private transaction market or prepare
and, if required, file with securities regulatory
authorities in Canada or the United States or such other
jurisdiction as Gulf may select, an Exempt Offering Document
in respect of a proposed Exempt Offering of all or a part of
the Company Securities held by Gulf;
(b) gather, catalogue and make available copies of information
customarily found in data rooms in respect of the sale of
exploration and production corporations or their assets in
the private transaction market;
(c) provide access to such data rooms and provide knowledgeable
staff to assist in answering information requests and
correcting and supplementing information which has been
given to prospective transaction participants and/or their
professional advisors, subject to prospective transaction
participants having entered into confidentiality agreements
reasonably satisfactory to Gulf Indonesia,
(d) comply with such provisions of Section 2.1 that are
applicable to Exempt Offerings and Exempt Offering Documents
to the same extent as if such Exempt Offerings and Exempt
Offering Documents were referred to therein; and
(e) cooperate and assist in its efforts to effect a sale of
Company Securities or other form of transaction, in the
private transaction market.
2.3 EXPENSES
All out-of-pocket and other expenses of Gulf Indonesia with respect
to each Public Offering or Exempt Offering hereunder (whether or not
effective), including, without limitation, the following:
(a) all fees and expenses in connection with the qualification
of Company Securities to be registered for offering and sale
under provincial, state securities and "Blue Sky" laws, if
applicable, including reasonable fees and disbursements of
counsel for any placement or sales agents or underwriters in
connection therewith;
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(b) all expenses relating to the preparation, printing,
distribution and reproduction of the Public Offering
Documents or Exempt Offering Documents, as the case may be,
each amendment or supplement to the foregoing, the
certificates representing Company Securities to be sold,
each agreement with and among any placement or sales agents
or underwriters and all documents delivered pursuant
thereto;
(c) all fees and expenses of any escrow agent or custodian;
(d) all reasonable fees and expenses of counsel and independent
accountants to Gulf Indonesia (including fees and expenses
relating to any opinions) delivered pursuant hereto; and
(e) all fees and expenses in connection with the listing or
approval for quotation and trading of Company Securities as
required;
shall be borne by Gulf Indonesia, provided that from and after the third
Request by Gulf hereunder, Gulf shall bear the out-of-pocket expenses of Gulf
Indonesia incurred in connection therewith. For purposes of this Section 2.3,
each request by Gulf pursuant to Section 2.2 for which Gulf does not pay the
out-of-pocket expenses of Gulf Indonesia shall be a "Request." For greater
certainty:
(f) all prospectus, registration and filing fees; and
(g) all fees and expenses of any Underwriter engaged (including
reasonable fees and expenses of its counsel);
shall be borne by Gulf in any event. Except as aforesaid, each party shall
bear its own costs and expenses incurred in connection with such matters.
2.4 Indemnity
(a) Gulf Indonesia agrees to indemnify and hold harmless Gulf
and the Affiliates, officers, directors, employees, partners
and agents of Gulf from and against any and all losses,
claims, damages, liabilities and expenses, including costs
of investigation and reasonable fees and expenses of legal
counsel which arise out of, or are based upon:
(i) any liability pursuant to a provision of (including
any indemnity in) any underwriting agreement,
purchase agreement, agency agreement or other
document related to each Public Offering or Exempt
Offering to which Gulf Indonesia is a party and
directly or indirectly arising out of or based upon
any misrepresentation, breach of warranty, untrue
statement or alleged untrue statement, whether of a
material fact or otherwise, or any omission or
alleged omission to state a fact, material or not,
of or pertaining to Gulf Indonesia, Gulf
Indonesia's Subsidiaries, and their business and
operations, or included
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in any written information provided by Gulf
Indonesia for inclusion therein, required to be
stated or necessary to make a statement therein not
misleading, in light of the circumstances in which
it is made; or
(ii) any misrepresentation or alleged misrepresentation,
breach of warranty, or untrue statement or alleged
untrue statement, whether of a material fact or
otherwise of or pertaining to Gulf Indonesia, Gulf
Indonesia's Subsidiaries, and their business and
operations, or included in any information provided
by Gulf Indonesia contained in any Public Offering
Document or Exempt Offering Document (including an
amendment or supplement thereto) relating to a
Public Offering or an Exempt Offering, or in any
underwriting agreement, purchase agreement, agency
agreement or other document related to such
transaction to which Gulf Indonesia is a party,
or arising out of or based upon any omission or
alleged omission to state in any such Public
Offering Document or Exempt Offering Document
(including any amendment or supplement thereto), or
any such underwriting agreement, purchase
agreement, agency agreement or other document a
fact, material or not, of or pertaining to Gulf
Indonesia, Gulf Indonesia's Subsidiaries, and their
business and operations, or included in any written
information provided by Gulf Indonesia for
inclusion therein, required to be stated therein or
necessary to make a statement therein not
misleading, in light of the circumstances in which
it is made;
Notwithstanding the foregoing, Gulf Indonesia shall not be
liable to Gulf in any such case to the extent that any such
losses, claims, damages, liabilities or expenses arise out
of or are based upon any misrepresentation, breach of
warranty, untrue statement or omission or alleged untrue
statement or omission made in such Public Offering Document
or Exempt Offering Document (including any amendment or
supplement), or any such underwriting agreement, purchase
agreement, agency agreement or other document, in reliance
upon and in conformity with written information furnished to
Gulf Indonesia for inclusion therein by Gulf, or the failure
by Gulf to comply with any of its obligations in connection
with such Public Offering or Exempt Offering.
(b) Gulf Indonesia also agrees, upon request by Gulf; to
indemnify any Underwriters in connection with the Public
Offering, their officers, directors, employees and agents
and each person who controls such Underwriters on
substantially the same basis as the indemnification of Gulf
provided herein.
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(c) Gulf Indonesia may require, as a condition to including any
Company Securities in any Public Offering Document or Exempt
Offering Document filed, pursuant to Sections 2.1 and 2.2,
and to entering into any agency or underwriting agreement
with respect thereto, that Gulf Indonesia shall have
received an undertaking from Gulf to indemnify and hold
harmless Gulf Indonesia and each of its Affiliates,
officers, directors, employees, partners and agents from and
against any and all losses, claims, damages, liabilities and
expenses, including costs of investigation and reasonable
fees and expenses of legal counsel which arise out of, or
are based upon an untrue statement or alleged untrue
statement of a material fact in such Public Offering
Document or Exempt Offering Document (including an amendment
or supplement thereto) or any omission or alleged omission
to state a material fact, required to be stated therein or
necessary to make a statement therein not misleading, in
light of the circumstances in which it is made, in each case
to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with
written information furnished to Gulf Indonesia for
inclusion therein by Gulf; provided however that Gulf shall
not be required to undertake liability under this Subsection
2.4(c) for any amounts in excess of the dollar amount of the
gross proceeds received by Gulf from the sale of its Company
Securities pursuant to such offering, in such case as
reduced by any damages or other amounts that Gulf was
otherwise required to pay by reason of such untrue statement
or omission.
2.5 Contribution
If the indemnification provided for in Section 2.4 is unavailable or
insufficient to hold harmless Gulf and/or Gulf Indonesia, as the case may be, in
respect of any losses, claims, damages or liabilities or actions in respect
thereof, then Gulf Indonesia and Gulf, as the case may be, shall in lieu of
indemnifying Gulf or Gulf Indonesia, as the case may be, contribute to the
amount paid or payable by Gulf Indonesia and/or Gulf, as the case may be, as a
result of such losses, claims, damages, liabilities or actions in such
proportion as is appropriate to reflect the relative fault of Gulf Indonesia or
Gulf, as the case may be, in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities or actions as well as any
other relevant equitable considerations. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by Gulf Indonesia or Gulf, as the
case may be, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. Gulf Indonesia
and Gulf agree that it would not be just and equitable if contribution pursuant
to this paragraph were determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable considerations
referred to above in this paragraph. The amount paid or payable by Gulf
Indonesia or Gulf, as the case may be, as a result of the losses, claims,
damages, liabilities or actions in respect thereof referred to above in this
paragraph shall be deemed to include any legal or other expenses reasonably
incurred by Gulf Indonesia or Gulf, as the case may be, in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this paragraph, the amount that Gulf shall be required
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to contribute shall not exceed the total price at which the securities sold by
Gulf was offered to the public. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the United States
Securities Act of 1933 (the "Securities Act") shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
2.6 Rule 144
Gulf Indonesia covenants to and with Gulf that Gulf Indonesia shall
timely file the reports required to be filed by it under the Securities Act
and the United States Securities Exchange Act of 1934 (the "Exchange Act")
(including but not limited to the reports under Sections 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Securities and Exchange Commission under the Securities Act) and the rules and
regulations adopted by the Commission thereunder (or, if Gulf Indonesia is not
required to file such reports, will, upon the request of any holder of Company
Securities, make publicly available other information) and will take such
further action as any holder of Company Securities may reasonably request, all
to the extent required from time to time to enable such holder to sell Company
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the Commission. Upon the request of any holder of Company
Securities, Gulf Indonesia will deliver to such holder a written statement as
to whether it has complied with such requirements.
2.7 Compliance with Securities Laws
Gulf agrees that it will at all times comply with the requirements of
all applicable Securities Laws with respect to its transactions in securities
of Gulf Indonesia, including Rule lOb-6 under the Exchange Act (to the extent
applicable to it).
ARTICLE 3
MISCELLANEOUS
3.1 Notices
All notices, requests and demands to or upon the respective parties
hereto to be effective shall be in writing (including by telecopier) and,
unless otherwise expressly provided herein, shall be delivered during normal
business hours by hand, by Federal Express or other reputable overnight
commercial delivery service, or by telecopier notice, confirmation of receipt
received, addressed as follows, or to such other address as may be hereafter
notified by the respective parties hereto:
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Gulf:
Gulf Canada Resources Limited
Xxx Xxxxxxx Xxxxxx
0000 Xxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000-0000
Attention: President
Gulf Indonesia:
Gulf Indonesia Resources Limited
21st Floor, Wisma 46, Kota, BNI
JF, Jend. Sudirman.Kav I
Jakarta, Indonesia
Attention: Chief Operating Officer
Any notice, request or demand delivered personally or by telecopier shall be
deemed to have been given and received on the day it is so delivered if that
day is a Business Day or the next Business Day, as the case may be.
3.2 Calculation of Time Periods
Unless otherwise specified herein, the period of time within which or
following which any act is to be done or step taken pursuant to this Agreement
shall be calculated by excluding the day on which the period commences and
including the day on which the period ends. If the last day of such period is
not a Business Day, the period in question shall end on the next Business Day.
3.3 Applicable Law
This Agreement shall be interpreted and governed in accordance with
the laws of the Province of Alberta (being the forum conveniens) and the
parties hereby submit to the jurisdiction of the courts of Alberta in
connection with any dispute concerning this Agreement or the subject matter
thereof. Service of any documents on the parties hereto in connection with any
legal proceedings shall be effective if the same are delivered by courier to
the addresses for notice set forth herein.
3.4 Severability
If any provision of this Agreement or any application thereof shall
be declared or held to be invalid, illegal or unenforceable in whole or in
part whether generally or in any particular jurisdiction, such provision shall
be deemed to be amended to the extent necessary to cure such
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invalidity, illegality or unenforceability, and the validity, legality or
enforceability of the remaining provisions of this Agreement, both generally
and in every other jurisdiction, shall not in any way be affected or impaired
thereby.
3.5 Entire Agreement
This Agreement represents the entire agreement of Gulf Indonesia and
Gulf with respect to the subject matter hereof, and there are no promises,
agreements, undertakings, representations or warranties of Gulf Indonesia or
Gulf relative to the subject matter hereof not expressly set forth or referred
to herein.
3.6 Amendments
No amendment or modification of this Agreement shall be binding
unless in writing and signed by all of the parties hereto.
3.7 Waiver
No waiver by any party hereto of any breach of any of the provisions
of this Agreement shall take effect or be binding upon the party unless in
writing and signed by such party. Unless otherwise provided therein, such
waiver shall not limit or affect the rights of such party with respect to any
other breach.
3.8 Time of Essence
Time shall be of the essence of this Agreement.
3.9 Successors and Assigns
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns. Gulf
shall be entitled to assign the rights and obligations hereunder to a
purchaser of Company Securities, provided that the assignee holds at least 10%
of the common shares of Gulf Indonesia and agrees in writing to be bound by
the terms hereof and becomes a party hereto.
3.10 Counterparts
This Agreement may be executed in several counterparts, each of which
when so executed shall be deemed to be an original, and such counterparts
together shall constitute one and the same agreement.
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3.11 Further Acts
The parties hereto agree to execute and deliver such further and
other documents and perform and cause to be performed such further and other
acts and things as may be reasonably necessary or desirable in order to give
full effect to this Agreement and every part thereof.
16
In Witness Whereof the parties hereto have executed this agreement on
the date first above written.
GULF INDONESIA RESOURCES LIMITED
Per: [SIG]
Per: [SIG]
GULF CANADA RESOURCES LIMITED
Per: [SIG]
Per: [SIG]
