Sample Share Purchase And Share Holder Agreement Page 3
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77the Strategic Partner) have been selected by the Government to hold the shares of the
Company.
D.
The Principals have incorporated the Strategic Partner for the purpose of
acquiring the Transaction Shares and to fulfill the various obligations set out in this
Agreement and the Shareholders Agreement.
E.
The Strategic Partner, the Principals, the Company and the Government are
parties to an agreement of even date (the “Shareholders Agreement”) to record their
agreement as to the manner in which the Company’s affairs shall be conducted after the
Strategic Partner acquires the Transaction Shares from the Government and to identify
and determine certain rights and obligations with respect to their ownership, directly and
indirectly, of the equity shares of the Company.
G.
The Parties have entered into this Agreement whereby the Government has,
subject to the terms and conditions stated herein, agreed to sell to the Strategic Partner,
and the Strategic Partner has agreed to purchase from the Government ___ % (the
“Transaction Shares”) of the Equity Share Capital of the Company.
NOW THEREFORE, in consideration of the premises and the covenants and mutual
agreements contained herein (the receipt and adequacy of which are hereby mutually
acknowledged), the Parties hereby agree as follows:
ARTICLE – 1
DEFINITIONS AND INTERPRETATION
1.1
In this Agreement (including the recitals above and the Annexures and the
schedules attached hereto), except where the context otherwise requires, the following
words and expressions mean the following:
“Act” means the (Indian) Companies Act, 1956, as now enacted or as the same may from
time to time be amended, re-enacted or replaced;
“Additional Disclosed Information” shall have the meaning ascribed to such term in
Clause 8.8 hereof;
“Affiliate” means, with respect to a specified Person, any Person which is a holding
company or subsidiary of such specified Person, or any Person which, directly or
indirectly, (a) owns or controls such specified Person, (b) is owned or controlled by such
specified Person, or (c) is owned or controlled by the same Person who, directly or
indirectly, owns or controls such specified Person. For the purposes of this Agreement,
the terms “holding company” and “subsidiary” shall have the meanings ascribed to them
under Section 4 of the Act, and the term “control” shall mean:
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