Sample Share Purchase And Share Holder Agreement Page 39
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77D.
The Parties have entered into this 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 Government and to identify and determine certain
rights and obligations with respect to the ownership, directly and indirectly, of the Equity
Shares (defined hereinafter).
E.
The Company has agreed to give the representations and warranties set out
in and enter into this Agreement in consideration of the benefits it has determined it will
receive from the sale of the Transaction Shares which include the creation of a significant
awareness of, and interest in, the Company.
F.
The Parties have agreed that all Employees (defined hereinafter) of the
Company on the date hereof will continue in the employment of the Company.
G.
The Strategic Partner recognizes that Government in relation to its
employment policies follows certain principles for the benefit of the members of the
Schedule Caste, Schedule Tribes, physically handicapped persons and other socially
disadvantaged categories of the society. The Strategic Partner shall use its best efforts to
cause the Company to provide adequate job opportunities for such persons. Further, in
the event of any reduction in the strength of the employees of the Company, the Strategic
Partner shall use its best efforts to ensure that the physically handicapped persons are
retrenched at the end.
NOW THEREFORE, in consideration of the premises and the covenants and mutual
agreements contained in this Agreement (the receipt and adequacy of which are hereby
mutually acknowledged), each of the Parties hereby agree as follows:
ARTICLE 1
DEFINITIONS AND PRINCIPLES OF INTERPRETATION
1.1
Definitions
In addition to the terms defined in the introduction to and the text of this Agreement,
wherever used in this Agreement, the following words and terms shall have the meaning
set out below:
“Acceptance Notice” shall have the meaning ascribed to such term in Clause 5.3 (d)
hereof;
"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;
"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
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