Sample Share Purchase And Share Holder Agreement Page 8
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77“Strategic Partner DP” means _______, the Depository Participant of the Strategic
Partner with whom the Strategic Partner has entered into an agreement dated
_______,“Third Party Claim” shall have the meaning ascribed to such term in Article
11.3 (a) hereof;
“Transaction Shares” shall have the meaning ascribed to such term under Recital G
hereof.
1.2
Certain Rules of Interpretation:
In this Agreement:
(a)
The descriptive headings of Articles and Clauses are inserted solely for
convenience of reference and are not intended as complete or accurate descriptions of
content thereof and shall not be used to interpret the provisions of this Agreement;
(b)
The use of words in the singular or plural, or with a particular gender, shall not
limit the scope or exclude the application of any provision of this Agreement to any
Person or Persons or circumstances as the context otherwise permits;
(c)
The terms “hereof”, “herein”, “hereto”, “hereunder” or similar expressions used
in this Agreement mean and refer to this Agreement and not to any particular Article or
Clause of this Agreement. The terms “Article” and “Clause” mean and refer to the Article
and Clause of this Agreement so specified;
(d)
Unless otherwise specified, time periods within or following which any payment
is to be made or act is to be done shall be calculated by excluding the day on which the
period commences and including the day on which the period ends and by extending the
period to the immediately following Business Day if the last day of such period is not a
Business Day; and whenever any payment is to be made or action to be taken under this
Agreement is required to be made or taken on a day other than a Business Day, such
payment shall be made or action taken on the immediately following Business Day.
(e)
All capitalized words and expressions used in this Agreement but not defined
shall have the same meaning as ascribed to them in the Shareholders Agreement.
(f)
The damages payable by a Party to the other as set forth in this Agreement, are
intended to be genuine pre-estimated loss and damage likely to be suffered and incurred
by the Party entitled to receive the same and are not by way of penalty.
(g)
The schedules annexed to this Agreement form an integral part of this
Agreement.
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