Sample Share Purchase And Share Holder Agreement Page 52
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77least one nominee or duly approved representative of the Government is present at the
meeting. In the absence of a quorum, the general meeting shall stand adjourned and be
reconvened in the manner provided in Clause
4.8(d).
(d)
In the absence of quorum in a meeting referred to in Clause 4.8(c), the meeting
shall stand adjourned to the same day in the next week, at the same time and place, or to
such other later day and such other time and place as the Board may determine.
Reasonable notice of such reconvened general meeting shall be given to the
Shareholders. The quorum for the reconvened general meeting shall be the presence in
person of at least 2 (two) members, provided that there shall be no quorum unless at least
one nominee or duly approved representative of the Government is present at such
meeting.
(e)
In the event of absence of a quorum in a meeting referred to in Clause 4.8(d), the
meeting shall again stand adjourned till the same day in the next week, at the same time
and place, or to such other later day as may be decided by the Board. Reasonable notice
of such reconvened general meeting shall be given to all the Shareholders. If at the
adjourned meeting also, a quorum is not present within half an hour from the time
appointed for holding the meeting, the members present shall be a quorum and it shall be
deemed that the presence of a nominee or duly approved representative of the
Government is not required for such meeting and the members present at such meeting
shall be entitled to proceed with the items on the agenda in such manner as they deem fit
even though such items may be relating to matters referred to in Clause 4.4 read with
Schedule I.
4.9
Protection of Assets
Notwithstanding anything to the contrary contained elsewhere in this Agreement, and
notwithstanding the termination of this Agreement pursuant to Clause 10.9 (a) (iii)
hereof, the Strategic Partner agrees that, for a period of 3 (three) Financial Years,
commencing from the Financial Year following the Financial Year in which the Closing
Date occurs, no sale, transfer, mortgage, lease, pledge, hypothecation of any Assets shall
be made nor a charge or encumbrance or lien created on any Assets, nor any action shall
be taken or decision made to this effect, without the previous written consent of a director
nominated by the Government, if the total book value of the Assets involved or the total
consideration to be derived from all such transactions involving sale, transfer, mortgage,
lease, pledge, hypothecation, charge, encumbrance or lien of the Assets in a Financial
Year exceeds ___% (______ percent) of the total value of the net fixed assets of the
Company as specified in the latest Audited Financial Statement.
ARTICLE 5
DEALING WITH SHARES
5.1
Restrictions in relation to Equity Shares
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