Sample Share Purchase And Share Holder Agreement Page 4
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77(a)
control over the composition of board of directors of a company; or
(b)
control of at least 50% (fifty percent) of the issued equity share capital of a
company;
Provided however that in no event shall the Company be deemed to be an Affiliate of
either the Government or the Strategic Partner;
“Agreement” means this Share Purchase Agreement and all attached Schedules and all
instruments supplemental to or in amendment or confirmation of this Agreement entered
into by the Parties in writing;
“Aggregate Liability Threshold” shall have the meaning ascribed to such term in Clause
11.4 hereof;
“Approvals” means all authorisations, consents, approvals and permissions required
under the laws of the Republic of India for or in respect of this Agreement including for
performance of any obligation or exercise of any right by a Party;
“Audited Financial Statement” shall mean the audited accounts of the Company as on
________, prepared by ________ and that have been made available to the Strategic
Partner;
"Arbitration Act" means the (Indian) Arbitration and Conciliation Act, 1996, as now
enacted or as the same may from time to time be amended, re-enacted or replaced;
“Board” means the board of directors of the Company;
“Business Day” means a day on which the principal commercial banks located in ______
are open for business during normal banking hours but excluding a Saturday, Sunday, a
gazetted public holiday and any other day that is declared a holiday by the Government
of India and/or the Government of the ______;
“Claim” means any claim, demand, action, cause of action, suit, litigation, damage, loss,
costs, liability or expense including, without limitation, reasonable legal fees,
professional fees and all costs incurred in pursuing any of the foregoing or proceedings
relating to any of the foregoing;
“Closing” means the payment of the Purchase Price to the Government and the
completion of the sale to and purchase by the Strategic Partner of the Transaction Shares,
in accordance with the terms of this Agreement;
“Closing Board Meeting” shall have the meaning ascribed to such term in Clause 3.2
hereof;
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