Sample Share Purchase And Share Holder Agreement Page 64
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77(ii)
undertakes that throughout the term of this Agreement, it shall control the
Strategic Partner and shall ensure and procure that such control is not prejudiced,
diminished or reduced in any manner whatsoever;
(iii)
undertakes that throughout the term of this Agreement, it shall not, without
obtaining the prior written consent of the Government, directly or indirectly, sell,
transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any
shares or other interests held by any of them in the Strategic Partner;
(iv)
as a separate and independent stipulation, each of the Principals agrees that any
obligation expressed to be undertaken by the Strategic Partner which may be
unenforceable against the Strategic Partner by reason of any, disability or incapacity on
or of the Strategic Partner or of any fact or circumstance (other than a limitation imposed
by this Agreement) shall nevertheless be enforceable against and recoverable from each
of the Principals as though the same had been incurred by each of the Principals and each
of the Principals was the sole and principal obligor in respect thereof;
(v)
in addition to any other provisions in this Agreement and as a separate and
independent stipulation, agrees with the Government as a primary obligor to defend,
indemnify, keep indemnified and hold the Government harmless from and against any
and all losses, liabilities, damages, judgments, settlements, costs and expenses, including
reasonable attorney's fees, incurred or suffered by the Government arising out of or
resulting from or as may be payable by virtue of, any breach by the Strategic Partner or
any of the Principals of any of the representations, warranties, covenants, agreements or
obligations contained in this Agreement;
(vi)
agrees to cause and procure that the Strategic Partner shall not, throughout the
term of this Agreement, without obtaining the prior written consent of the Government,
issue any shares to any Person except that issue of any shares to the Principals or their
Affiliates is freely permitted; and
(vii) agrees that it shall cause the articles of association or other constituting documents
of the Strategic Partner to be amended to include the provisions of this Clause 7.4, and
shall take and cause to be taken by any Person all such actions as may be required to
ensure that the provisions of this Clause 7.4 are and remain valid, binding and
enforceable against each of the Principal and the Strategic Partner.
(b)
Each Principal, jointly and severally represents and warrants to, each of the
Government and the Company that:
(i)
_____ (Name of the Principal 1) is the beneficial and legal owner of _________
equity shares of the Strategic Partner constituting ____ of the total outstanding, issued
and paid-up equity capital of the Strategic Partner and _____ (Name of the Principal 2) is
the beneficial and legal owner of _____ equity shares of the Strategic Partner constituting
___ of the total outstanding, issued and paid-up equity capital of the Strategic Partner;
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