Sample Share Purchase And Share Holder Agreement Page 62
ADVERTISEMENT
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77(g)
the Strategic Partner shall and the Principals shall cause the Strategic Partner
to exercise its voting rights by virtue of the Equity Shares, directly or indirectly held by
it, to ensure that all provisions of this Agreement to the extent required are incorporated
in the Articles of Association;
(h)
neither the Strategic Partner nor the Principals have made any assignment for
the benefit of creditors nor has been adjudged insolvent or bankrupt. Further, each of the
Strategic Partner and the Principals are not the subject of any proceeding under any
insolvency or bankruptcy laws, nor is any winding up or like natured proceeding pending
or adjudicated against it in any court of law;
(i)
the Strategic Partner shall and the Principals shall cause the Strategic Partner
to use its best efforts to ensure that the Company is profitable and shall cause the
Company to implement Section 3 in the Technical Proposals in good faith and will use its
best efforts to cause the Company to accomplish the objectives set forth therein;
(j)
the Strategic Partner shall and the Principals shall cause the Strategic Partner
to, cause the Company to honour all the outstanding contracts and commitments and
ensure timely payment of all the existing debts and/or liabilities of the Company
outstanding as on the Closing Date;
(k)
the Strategic Partner shall and the Principals shall cause the Strategic Partner
to furnish to the full satisfaction of the Government such information regarding the
source of its funds and the funds of its Affiliates as may be required by the Government
(in the sole discretion of the Government) from time to time, including without
limitation, information relating to the source and the amount of funds or other
consideration to be used in subscription or purchase of any Equity Shares, preference
shares or granting any shareholder loans to the Company, and if any part of the proposed
subscription or purchase price is to be represented by funds or other consideration
borrowed or otherwise obtained for the purpose of acquiring or holding Equity Shares or
preference shares or granting any shareholder loans, a description of such transaction and
the names of the parties thereto. Such information shall be furnished to the Government
prior to the utilisation of such funds for subscription or purchase of any Equity Shares or
preference shares or granting any shareholder loans to the Company and no such funds
shall be utilised for any purposes under this Agreement, unless the Government is
satisfied with the same/ sources of the
same;
(l)
to the best of each of Strategic Partner and the Principals knowledge there is
no suit, action, litigation, investigation, claim, complaint or proceedings in progress or
pending or threatened against or relating to the Strategic Partner or the Principals, which,
if determined adversely to the Strategic Partner or the Principal(s), could prevent the
Strategic Partner or the Principal(s) from fulfilling all or any of its obligations set out in
this Agreement or arising from this Agreement and each of the Strategic Partner and the
Principals have no knowledge of any existing ground on which any such action, suit,
litigation or proceeding might announce with any reasonable likelihood of success;
ADVERTISEMENT
0 votes
Related Articles
Related forms
Related Categories
Parent category: Business