Sample Share Purchase And Share Holder Agreement Page 74
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77(xvi)
The entering by the Company into any business relations or contracts
(including the conclusion or termination of agreement) having commitment exceeding
Rs. /- (Rupees _____) with any Affiliate of the Strategic Partner and/or the Principal(s).
(xvii)
Matters referred to in Clause 3.2(f) and Clause 4.9 of this Agreement.
(xviii)
The granting of any security or creation of any encumbrances on the assets of
the Company or guaranteeing the debts or performance of any person (other than as
specified in item (xix) below).
(xix)
The granting of any security or creation of any encumbrances on the assets of
the Company on account of any loan or advances taken by the Company or any of its
subsidiary or guaranteeing the debts of any of its subsidiary which in aggregate exceeds
___% of the free reserves and paid up capital of the Company but excluding those
necessary to secure operating lines of credit/working capital requirements of the
Company with institutional investors, multilateral agencies, scheduled banks and
financial institutions.
(xx)
Appoint sole selling or buying or purchasing agent.
(xxi)
Any buy-back by the Company of its shares (including the Equity Shares) or
other specified securities under the provisions of Section 77A of the
Act.
(xxii)
Any change in the number of directors of the Company from that provided in
this Agreement.
(xxiii)
Bind the Company by a scheme of arrangement made under Section 517 of
the Act.
(xxiv)
Establishment of any subsidiary or associated company (ies) by the Company.
(xxv)
For 5 (five) calendar years after the Closing Date, any adverse change in the
pay scales or in the pension or retirement benefits to Employees of the Company as of the
Closing Date from the pay scales or pension or retirement benefits available to such
Employees as of the Closing Date.
(xxvi)
Any one or a series of transactions which causes a sale, lease, exchange or
disposition of the Existing Assets of the Company or its subsidiary having an aggregate
value exceeding ____% of the total value of the Existing
Assets.
(xxvii)
Any commitment or agreement to do any of the foregoing.
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