Sample Share Purchase And Share Holder Agreement Page 11
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77(g)
The Strategic Partner shall issue irrevocable instructions to the Strategic
Partner DP, to secure the performance of the obligations of the Strategic Partner
according to the terms of Clause 2.4 of this Agreement and Article 5 of the Shareholders
Agreement.
3.3
Working Directors
(a)
The Strategic Partner shall have an option to re-nominate as its nominee any or all
of the working directors that have resigned at the Closing Board Meeting.
(b)
The Parties agree that if any working director that has resigned at the Closing
Board Meeting is not re-nominated by the Strategic Partner pursuant to Clause 3.3(a),
then such working director(s) shall be entitled, subject to applicable Law, to
compensation from the Company which is higher of:
(i)
remuneration for the balance period remaining of their term of employment
under their respective employment contract(s) with the Company; or
(ii)
remuneration as provided under their respective employment contract(s) for
a period of six months.
ARTICLE – 4
CONDITIONS PRECEDENT TO CLOSING
4.1
Conditions Precedent to be complied with by the Strategic Partner and the
Principals.
The Strategic Partner and the Principals shall fulfill the following Conditions Precedent
prior to Closing, unless waived in writing by the Government:
4.1.1
All Approvals that may be required for the purpose of implementation of this
Agreement shall have been obtained by each of the Strategic Partner and the Principals.
4.1.2
All of the representations and warranties made by each of the Strategic Partner
and the Principals in or pursuant to this Agreement shall be true and correct as at the
Closing Date and with the same effect as if made at and as of the Closing Date (except as
such representations and warranties may be affected by the occurrence of events or
transactions expressly contemplated and permitted by this Agreement) and Government
shall have received a certificate from each of the Managing Director/ Chief Executive
Officer of the Strategic Partner and the Principals, confirming, to the best of his/her
knowledge, information and belief (after due inquiry), the truth and correctness of the
representations and warranties of the Strategic Partner and the Principals.
4.1.3
Each of the Strategic Partner and the Principals shall have performed or
complied with, in all respects, all the obligations, covenants and agreements under this
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