DEALING IN SHARES. 6.1 Seller and Buyer each hereby undertake that it shall not (save in the event of an intervening court order, or an offer for the entire share capital of the Company becoming or being declared unconditional):
6.1.1 dispose of any interest in any Ordinary Shares before 30 June 2009; and
6.1.2 save as set out in this Agreement, acquire any interest in any or charge Ordinary Shares before 30 June 2009 save, in either case, for any Ordinary Shares acquired pursuant to the exercise of the Charge or the Share Option Agreement.
6.2 For these purposes, the expression 'dispose' shall extend to any sale, transfer, charge, pledge, encumbrance or grant of any option over or in respect of or an agreement to do any of these things (whether oral or in writing).
6.3 Seller and Buyer each further undertake that:
6.3.1 it will procure that no associated company of Seller or Buyer shall deal in Ordinary Shares in breach of clause 3.1; and
6.3.2 it shall not directly or indirectly either on its own account or through the agency of another seek to manipulate the market in Ordinary Shares.
6.4 Upon the issue and allotment of all of the Ordinary Shares pursuant to the Conversion, Buyer shall not own 30% or more of the issued share capital of the Company.
DEALING IN SHARES. The Subsidiary Company is prohibited from issuing, allotting or transferring or otherwise dealing in any way in its shares or share capital without the prior written approval of the Parent.
DEALING IN SHARES. 4.1 Unique Fidelity hereby undertakes that it shall not (save in the event of an intervening court order, or an offer for the entire share capital of the Company becoming or being declared unconditional);
4.1.1 dispose of any interest in any Ordinary Shares before August 8, 2007; and
4.1.2 save as set out in this Agreement, acquire any interest in any Ordinary Shares before August 31, 2007.
4.2 For these purposes, the expression dispose shall extend to any sale, transfer, charge, pledge, encumbrance or grant of any option over or in respect of or an agreement to do any of these things (whether oral or in writing).
DEALING IN SHARES. 10.1 No Shareholder shall do, or agree to do, any of the following during the continuance of this Agreement other than in accordance with this Agreement, or with the prior written consent of the Company:
10.1.1 transfer or dispose of any Share or any interest in any Share, whereby “transfer” includes any restructuring measures according to the German Transformation Act (Umwandlungsgesetz) and any other actions with result in a change of the direct or indirect ownership of the Shares;
10.1.2 pledge, mortgage, charge or otherwise encumber any Share or any interest in any Share;
10.1.3 grant an option over any Share or any interest in any Share; or
10.1.4 enter into any agreement in respect of the votes attached to any Share.
10.2 IMI shall be entitled to sell and transfer some or all of its Shares held by it to any of its affiliates in which case such Affiliate shall become a party to this Agreement and shall either replace IMI (if IMI sells and transfers all of its Shares to such affiliate) or act jointly with IMI in exercising its rights or fulfilling its obligations hereunder.
DEALING IN SHARES. 22 13. LISTING............................................................. 23 14.
DEALING IN SHARES. 12.1 The Sponsor shall not except with the prior written consent of SARF or in accordance with this Agreement.
12.1.1 pledge, mortgage, charge or otherwise encumber any of its Shares, options or warrants or any interest in any such Shares, options or warrants;
12.1.2 transfer, dispose of or grant an option over any of its Shares or any interest (legal or beneficial) in any such Shares, options, or warrants; or
12.1.3 enter into any agreement in respect of the votes attached to any of its Shares, options, or warrants.
12.2 The Company shall procure that each share certificate issued by it will carry the following statement - "Any" disposition, transfer, charge of or dealing in any other manner in the Shares represented by this certificate is restricted by a Shareholders Agreement dated _____________ and made between the Company, South Asia Regional Fund and Xxxxxx Computer Services Limited and Mr. B. Xxxxxxxxx Xxxx."
12.3 The Shareholders and the Company shall procure that the Board only approves for registration a transfer of Shares, warrants or options carried Out in accordance with the provisions of this Agreement.
12.4 Subject to Clause 12.3, if a Shareholder sells, transfers, assigns or otherwise disposes of all of its Shares, warrants or options it shall be released from its obligations hereunder except for those contained in Clauses 17 (if appropriate), 20, 22, and 23.1 to 23.3.
12.5 If any Shareholder ("the Transferor") transfers any Shares, warrants or options owned by it in accordance with the provisions of this Agreement other than to the other Shareholder(s) (such person(s) hereinafter called "the Transferee(s)") such transfer shall be made upon the condition that the Transferee(s) shall execute a Deed of Adherence, substantially in the form as set out in Schedule 8 by which, on and as of the date on which such Shares, warrants or options are transferred to it, the Transferee(s) shall become subject to the same obligations and shall be entitled to the same rights as bound and accrued to the Transferor pursuant to this Agreement.
DEALING IN SHARES. 17 7.1 Written Consent............................................................................17 7.2 Letter of Undertaking......................................................................18 7.3 Transfer of shares under Option............................................................18 8.
DEALING IN SHARES. 9.1 Neither Shareholder shall do, or agree to do, any of the following during the term of this Agreement without the prior written consent of the other Shareholder or otherwise in accordance with this Agreement:
9.1.1 pledge, mortgage, charge or otherwise encumber any Share or Share Equivalent or any interest in any of them;
9.1.2 grant an option over any Share or Share Equivalent or any interest in any of them; or
9.1.3 enter into any agreement in respect of the votes attached to any Share,
9.2 The Company shall procure that each share certificate issued by it will carry the following statement: "Any disposition, transfer or charge of the Shares represented by this certificate shall be governed by the Shareholders' Agreement dated [O]."
DEALING IN SHARES. 6.1 Seller and Buyer each hereby undertake that it shall not (save in the event of an intervening court order, or an offer for the entire share capital of the Company becoming or being declared unconditional): 6.1.1 dispose of any interest in any Ordinary Shares before 30 June 2009; and 6.
DEALING IN SHARES. 16.1 No Shareholder shall, except with the prior written consent of the other Shareholder:
16.1.1 Pledge, mortgage, charge or otherwise encumber any Share or any interest in any Share,
16.1.2 Grant an option over any Share or any interest in any Share, or
16.1.3 Enter into any agreement in respect of the votes attached to any Share.
16.2 No Shareholder shall transfer or dispose of any Share or any interest in any Share after the Effective Date other than:
16.2.1 In accordance with this Agreement and the Articles, or
16.2.2 With the prior written consent of the other Shareholder.
16.3 A transfer of any Share shall be on the following conditions
16.3.1 The Shareholder to which shares are transferred (the "Transferee"), shall execute a deed confirming to the other Shareholder that it shall be bound by this Agreement as a Shareholder in respect of each Share transferred,
16.3.2 The transferring Shareholder (which expression shall not include a second or subsequent transferor in a series of transfers) shall be jointly and severally liable with the Transferee for the obligations as a Shareholder under this Agreement in respect of each Share transferred, and
16.3.3 Where the transfer is of less than all of the Shares held by the transferring Shareholder (which expression shall not include a second or subsequent transferor in a series of transfers):
a) it shall be a condition of the transfer that the transferring Shareholder be granted the exclusive right to exercise votes in respect of each Share transferred on behalf of the transferee;
b) this Agreement and the Articles shall apply as if the transferring Shareholder and the transferee are one Shareholder;
c) all the rights of the transferee under the Agreement and the Articles shall be exercised exclusively by the transferring Shareholder;
d) any notice given by the transferring Shareholder under the Agreement or the Articles shall be deemed to be given by the transferee; and
e) any notice required to be given to the transferee shall be given also to the transferring Shareholder.
16.4 Each Shareholder shall procure that the Board only approves for registration a transfer of Shares carried out in accordance with this Agreement and the Articles.
16.5 The Company shall procure that each share certificate issued by it will carry the following Statement:
