Sample Share Purchase And Share Holder Agreement Page 10
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772.4
On the Closing Date, the Strategic Partner shall give an irrevocable instruction to
the Strategic Partner DP, with a notice to the Government, the Company and the
Depository, wherein the Strategic Partner DP would be directed not to Transfer (as
defined in Clause 5.1(a) of Shareholders Agreement) any Equity Shares (including the
Transaction Shares) held by the Strategic Partner or its Affiliates, to any third party for a
period of 3 (three) years from the Closing Date, unless otherwise directed by the
Government.
ARTICLE – 3
CLOSING MECHANISM
3.1
The Closing shall take place upon the fulfillment of all the Conditions Precedent
at the Closing Time on the Closing Date at the (ADDRESS …………….)or such other
place as the Parties may agree to in writing.
3.2
Promptly after the completion of the actions contemplated in Clause 2.1 there
shall be held a board meeting of the Company on the Closing Date or on the earliest
mutually convenient date (the “Closing Board Meeting”), at which the following business
shall be conducted:
(a)
Appropriate board resolutions shall be passed, for altering the articles of
association of the Company to be in conformity with the provisions of this Agreement
and the Shareholders Agreement and issue a notice for convening a general meeting of
the Company on a date not later than sixty (60) days from the Closing Date for the
approval of the same;
(b)
Appropriate board resolutions shall be passed, including a board resolution taking
on record the transfer in the beneficial ownership of the Transaction Shares from the
Government to the Strategic Partner;
(c)
The resignation letters of the Government Nominee Directors as provided in
Clause 2.1(d) above shall be placed before the Board and accepted by the Board;
(d)
________ nominees of the Strategic Partner in accordance with the
Shareholders Agreement shall be appointed as additional directors on the Board ;
(e)
________ nominees of Government in accordance with the Shareholders
Agreement shall be appointed as additional directors on the Board.
(f)
The Strategic Partner and the Government shall issue a joint notice to the
Depository informing the Depository of the restrictions on the transfer of Equity Shares
and preference shares of the Company as provided in the Shareholders Agreement and
this Agreement.
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