OWNERSHIP OF THE OFFERED SHARES. 4.1. The Parties agree that during the period that the Offered Shares are held in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the Selling Shareholder and, shall be released into the bank account of the Selling Shareholder as may be notified in writing by the Selling Shareholder. In addition, until the Closing Date, the Selling Shareholder shall continue to exercise its rights in relation to the Offered Shares, including, without limitation, the voting rights attached to the Offered Shares. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, the Prospectus or this Agreement), as legal and beneficial owner of the Offered Shares. Notwithstanding the aforesaid, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefits, if any, declared by the Corporation after the Closing Date subject to Applicable Law. 4.2. The Share Escrow Agent xxxxxx agrees and confirms that it shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. 4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party. 4.4. The Selling Shareholder hereby confirms, and notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that the Selling Shareholder is, and shall continue to be, the beneficial and legal owner of the Offered Shares until the transfer of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling Shareholder, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 of this Agreement, the Selling Shareholder shall continue to be the owner of the Offered Shares and shall continue to enjoy the rights attached to such Offered Shares, as if, no Offered Shares had been transferred to the Escrow Demat Account.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Final Offered Shares are held in escrow in the Escrow Demat Account, any dividend or other distribution declared or paid on the Final Offered Shares shall be credited to the credit Selling Shareholder, to the extent of their portion of the Selling Shareholder Final Offered Shares and, if paid, shall be released by the Company into the bank account of the Selling Shareholder account(s), as may be notified in writing by the Selling Shareholder. In addition, until in relation to the Closing DateOffered Shares, the Selling Shareholder shall continue to exercise its rights in relation to be the legal and beneficial owner of the Offered SharesShares and continue to exercise all their respective rights, including, without limitation, the voting rights attached to its Final Offered Shares, and enjoy any related benefits, until the Sold Shares are credited to the demat accounts of the Allottees on the Closing Date, in accordance with the Red Xxxxxxx Prospectus or the Prospectus (as applicable). Notwithstanding the above and without any liability to the Selling Shareholder, the Allottees of the Sold Shares shall be entitled to dividends, and other corporate benefits attached to the Sold Shares, if any, declared by the Company, after the Closing Date, subject to Applicable Law. Notwithstanding anything stated in this Agreement and without any liability on the Selling Shareholder, such Sold Shares shall rank pari passu to Equity Shares.
4.2 The Share Escrow Agent xxxxxx agrees and confirms that the Share Escrow Agent shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over in respect of the Final Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes that the Share Escrow Agent shall not at any time, claim, have, be entitled to or exercise any voting rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. During The Parties agree that during the period that the Final Offered Shares are held in escrow in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in relation to their Final Offered Shares, such as voting in any shareholders’ meeting until the nature Closing Date; provided, however, that no corporate action, other than in accordance with this Agreement, including any corporate action initiated or provided by the Company will be given effect to, if it results in or has the effect of creating a TransferLien in favor of any person or has the effect of transferring of such Final Offered Shares to any person, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, the Prospectus or and this Agreement), as legal and beneficial owner of the Offered Shares. Notwithstanding the aforesaid, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefits, if any, declared by the Corporation after the Closing Date subject to Applicable Law.
4.2. 4.3 The Share Escrow Agent xxxxxx agrees and confirms Parties hereby agree that it shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding anything stated herein in this Agreement and/or in any other agreement, the Parties hereby agree that the Selling Shareholder is, and shall continue to be, the beneficial and legal owner of its portion of the Final Offered Shares until such Final Offered Shares are credited to the transfer demat account of the Offered Shares Allottees on the Closing DateDate as Sold Shares in accordance with this Agreement. The Parties further agree that, if the Final Offered Shares, or any part thereof, are credited back to the Selling Shareholder, as applicable Shareholder pursuant to Clauses 5.2, 5.4, 5.5 Clause 5 and 5.6 / or Clause 9 of this Agreement, the Selling Shareholder shall continue to be the owner have complete legal and beneficial ownership of its portion of the Final Offered Shares (or any part thereof) and shall without any encumbrance continue to enjoy the rights attached to such Final Offered Shares, Shares as if, if no Final Offered Shares had been transferred credited to the Escrow Demat AccountAccount by Selling Shareholder.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholder Shareholder, and, if paid by the Company, shall be released by the Company into the a bank account of the Selling Shareholder as may be notified in writing by the relevant Selling Shareholder. In addition, until the Closing Date, the Selling Shareholder shall continue to exercise its rights in relation to the Offered Shares, includingeach of the Selling Shareholders shall continue to exercise all their respective rights, without limitationincluding but not limited to voting rights, the voting rights dividends and other corporate benefits, if any, attached to the their respective Offered Shares. During the period that the Shares and enjoy any related benefits, until such Offered Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant credited to the Offer demat accounts of the Allottees on the Closing Date, in accordance with the terms of the Red Xxxxxxx Prospectus, Prospectus or the Prospectus or this Agreement(as applicable), as legal and beneficial owner of the Offered Shares. Notwithstanding the aforesaidabove and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to such Sold Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable LawLaw and such Sold Shares shall rank pari passu with the Equity Shares.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this AgreementShares. The Share Escrow Agent xxxxxx agrees and undertakes that it the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, the Selling Shareholders shall be entitled to give any instructions, severally and not jointly, in respect of any corporate actions in relation to their respective Offered Shares, as the legal and beneficial holders of their respective portion of the Offered Shares, such as voting in any shareholders’ meeting until the Closing Date, provided however that, no corporate action, including any corporate action initiated or proposed by the Company, will be given effect to if it results in or has the effect of creating a Lien in favor of any Person or Transferring such Offered Shares to any Person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement. Further, the Escrow Agent xxxxxx agrees and confirms that the Escrow Agent shall not at any time, whether during a claim for breach of this Agreement, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding 4.3 Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that each of the Selling Shareholder isShareholders are, and shall continue to be, the beneficial and legal owner owners of their respective portion of the Offered Shares until the transfer credit of the Offered Sold Shares to the demat account of the Allottees on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling Shareholder, as applicable Shareholders pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 Section 5 or Section 9 of this Agreement, the relevant Selling Shareholder shall continue to be the legal and beneficial owner of the their respective Offered Shares or any part thereof and shall continue to enjoy the rights attached to such the Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by the relevant Selling Shareholders.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the Selling Shareholder Shareholders, to the extent of their respective portion of the Offered Shares, and, if paid, shall be released by the Company into the bank account of the Selling Shareholder as may be notified in writing by the Selling ShareholderShareholders. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholder Shareholders shall continue to be, the beneficial and legal owner of the Offered Shares and shall exercise its all their rights in relation to the Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the Offered Sharesdemat accounts of the Allottees on the Closing Date. During The Parties agree that during the period that the Offered Shares are held in the Escrow Demat Account, each of the Selling Shareholder Shareholders, severally and not jointly, shall be entitled to give any instructions in respect of any corporate actions in relation to the Offered Shares, such as voting in any shareholders meeting until the Closing Date (not being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, the Prospectus or and this Agreement), as legal and beneficial owner holders of their respective portion of the Offered Shares. Notwithstanding the aforesaid, and without any liability on the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Final Sold Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable LawLaw and such Final Sold Shares shall rank pari-passu to Equity Shares of the Company.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, claim, have, be entitled to or exercise any voting rights, title, beneficial interest or Control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders, severally and not jointly, shall be entitled to give any instructions in respect of any corporate actions in relation to their respective portion of Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided however, that no corporate action, including any corporate action initiated or provided by the Company will be given effect to, if it results in or has the effect of creating an Encumbrance in favor of any Person or transferring such Offered Shares to any Person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent xxxxxx agrees and confirms that the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3. All obligations of the 4.3 The Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and agree that notwithstanding anything stated herein in this Agreement and/or in any other agreement, the Parties hereby agree that the Selling Shareholder isShareholders are, and shall continue to be, the beneficial and legal owner owners of the their respective portion of Offered Shares until such Offered Shares are credited to the transfer demat accounts of the Offered Shares Allottees on the Closing DateDate as Final Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 of Shareholder Demat Accounts in the manner provided in this Agreement, the respective Selling Shareholder Shareholders shall continue to be the owner legal and beneficial owners of the their respective portion of Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by such Selling Shareholder.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. The Parties agree that during the period that the respective portion of the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholder andShareholders, to the extent of their respective portion of the Offered Shares. Further, if such dividend is paid, it shall be released by the Company into the their respective bank account of the Selling Shareholder account(s) as may be notified in writing by the each Selling Shareholder. In addition, until the respective portion of the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the each Selling Shareholder shall shall, severally and not jointly, continue to be the beneficial and legal owner of the respective portion of the Offered Shares and exercise its severally, and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to the such respective Offered Shares. During the period that the Offered Shares are held in the Escrow Demat Account, each of the Selling Shareholder Shareholders shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions (not creating a lien on the Offered Shares or being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, Prospectus and the Prospectus or terms of this Agreement), ) as legal and beneficial owner holders of their respective proportion of the Offered Shares, to be carried out relating to their respective Offered Shares. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Final Sold Shares, if any, declared by the Corporation Company after the Closing Date subject to Applicable Law.
4.2. The Share Escrow Agent xxxxxx agrees and confirms that it shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx hereby agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, be entitled to or exercise any voting rights, beneficial interest or control over the Offered SharesShares as applicable.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that the each Selling Shareholder is, and shall continue to be, the beneficial and legal owner of its respective portion of the Offered Shares until the transfer and Allotment of the Offered Shares on the Closing Date, as applicable, in accordance with Clause 3.3 of the Agreement. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling ShareholderShareholders’ Demat Account, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, the each such Selling Shareholder shall continue to be the owner have complete legal and beneficial ownership of the such Offered Shares credited back to respective Selling Shareholders’ Demat Account and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred to the Escrow Demat AccountAccount by such Selling Shareholders.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1.
4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be credited to the credit respective Promoter Selling Shareholders, to the extent of their respective portion of the Selling Shareholder Offered Shares and, if paid, shall be released by the Company into the a bank account of the Selling Shareholder account(s), as may be notified in writing by the respective Promoter Selling ShareholderShareholders. In addition, until the Closing Date, the Selling Shareholder shall continue to exercise its rights in relation to the Offered Shares, includingeach of the Promoter Selling Shareholders shall, without limitationseverally and not jointly, continue to be the voting rights attached to beneficial and legal owner of the Offered Shares. During the period that respective portion of the Offered Shares and shall continue to exercise all their respective rights in relation to their respective Offered Shares, including but not limited to voting rights, dividends and other corporate benefits, if any, attached to its Offered Shares, and enjoy any related benefits, until such Offered Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant credited to the Offer in accordance with the terms demat accounts of the Red Xxxxxxx Prospectus, Allottees on the Prospectus or this Agreement), as legal and beneficial owner of the Offered SharesClosing Date. Notwithstanding the aforesaidabove, and without any liability on the Promoter Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Offered Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable Law. Notwithstanding anything stated in this Agreement, such Sold Shares shall rank pari passu to the Equity Shares.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that the Share Escrow Agent shall not at any time, claim or be entitled to or exercise any voting rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Promoter Selling Shareholders, severally and not jointly, shall be entitled to give any instructions in respect of any corporate actions in relation to their respective portion of Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided however, that no corporate action, including any corporate action initiated or provided by the Company will be given effect to, if it results in or has the effect of creating an Encumbrance in favor of any Person or transferring such Offered Shares to any Person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent xxxxxx agrees and confirms that the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3. All obligations of the 4.3 The Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and agree that notwithstanding anything stated herein in this Agreement and/or in any other agreement, the Parties hereby agree that the each Promoter Selling Shareholder is, and shall continue to be, the beneficial and legal owner of their respective portion of the Offered Shares until such Offered Shares are credited to the transfer demat accounts of the Offered Shares Allottees on the Closing DateDate as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Promoter Selling Shareholder, as applicable Shareholders’ Demat Accounts pursuant to Clauses 5.2, 5.4, 5.5 Clause 5 and 5.6 Clause 9 of this Agreement, the each such Promoter Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to have full, unencumbered title and enjoy all the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by such Promoter Selling Shareholder.
4.4 The rights and obligations of each of the Parties under this Share Escrow Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties are
4.5 Notwithstanding anything stated to the contrary herein, the BRLMs will enjoy the rights and benefits as enumerated in this Agreement but shall not be liable to any Party therein.
Appears in 1 contract
Samples: Shareholder Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholder andShareholders. Further, if such dividend is declared or paid, it shall be released by the Company into the their respective bank account of the Selling Shareholder account(s) as may be notified in writing by the respective Selling Shareholder. In addition, until the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholder Shareholders shall continue to be the beneficial and legal owner of their respective portion of the Offered Shares and exercise all its rights in relation to the such Offered Shares, including, without limitation, the voting rights attached to the such Offered Shares. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling Shareholder Shareholders shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions (not creating a lien on the Offered Shares or being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, Prospectus and the Prospectus or terms of this Agreement), ) as legal and beneficial owner holders of their respective portion of the Offered Shares, to be carried out relating to their respective Offered Shares. Notwithstanding the aforesaid, and without any liability on the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Final Sold Shares, if any, declared by the Corporation Company after the Closing Date subject to Applicable Law.
4.2. The Share Escrow Agent xxxxxx agrees and confirms that it shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx hereby agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, be entitled to or exercise any voting rights, beneficial interest or control over the Offered SharesShares as applicable.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that the each Selling Shareholder is, and shall continue to be, the beneficial and legal owner of its respective portion of the Offered Shares until the transfer Transfer and Allotment of the Offered Shares (or part thereof) to the demat accounts of the Allottees on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling ShareholderShareholders’ Demat Accounts, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, the Selling Shareholder Shareholders shall continue to be the owner have complete legal and beneficial ownership of the such Offered Shares credited back to the respective Selling Shareholders’ Demat Account and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred to the Escrow Demat AccountAccount by such Selling Shareholder.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be credited to the credit respective Selling Shareholders, to the extent of their respective portion of the Selling Shareholder Offered Shares and, if paid, shall be released by the Company into the a bank account of the Selling Shareholder account(s), as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until the Closing Date, the Selling Shareholder shall continue to exercise its rights in relation to the Offered Shares, includingeach of the Selling Shareholders shall, without limitationseverally and not jointly, continue to be the voting rights attached to beneficial and legal owner of the Offered Shares. During the period that respective portion of the Offered Shares and shall continue to exercise all their respective rights in relation to their respective Offered Shares, including but not limited to voting rights, dividends and other corporate benefits, if any, attached to its Offered Shares, and enjoy any related benefits, until such Offered Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant credited to the Offer in accordance with the terms demat accounts of the Red Xxxxxxx Prospectus, Allottees on the Prospectus or this Agreement), as legal and beneficial owner of the Offered SharesClosing Date. Notwithstanding the aforesaidabove, and without any liability on the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Sold Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable Law. Notwithstanding anything stated in this Agreement, such Sold Shares shall rank pari passu to the Equity Shares.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx hereby agrees and undertakes that the Share Escrow Agent shall not at any time, claim or be entitled to or exercise any voting rights, any other rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders, severally and not jointly, shall be entitled to give any instructions in respect of any corporate actions in relation to their respective portion of Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided however, that no corporate action, including any corporate action initiated or provided by the Company will be given effect to, if it results in or has the effect of creating an Encumbrance in favor of any Person or transferring such Offered Shares to any Person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent xxxxxx agrees and confirms that the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3. All obligations of the 4.3 The Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and agree that notwithstanding anything stated herein in this Agreement and/or in any other agreement, the Parties hereby agree that the each Selling Shareholder is, and shall continue to be, the beneficial and legal owner of their respective portion of the Offered Shares until such Offered Shares are credited to the transfer demat accounts of the Offered Shares Allottees on the Closing DateDate as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder, as applicable Shareholders’ Demat Accounts pursuant to Clauses 5.2, 5.4, 5.5 Clause 5 and 5.6 Clause 9 of this Agreement, the each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to have full, unencumbered title and enjoy all the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by such Selling Shareholder.
4.4 The rights and obligations of each of the Parties under this Share Escrow Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties (unless expressly otherwise set out under this Agreement in respect of any joint and several obligations) are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions or obligations of any other Party.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the Selling Shareholder andShareholders for the Offered Shares. Further, if such dividend is paid, it shall be released by the Company into the bank account of the Selling Shareholder as may be notified in writing by the Selling ShareholderShareholders. In addition, until the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholder Shareholders shall continue to be the beneficial and legal owner of the Offered Shares and exercise its all rights in relation to the Offered Shares, including, without limitation, the voting rights attached to the such Offered Shares. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling Shareholder Shareholders shall be entitled to give any instructions in respect of any corporate actions (not creating a lien on the Offered Shares or being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, Prospectus and the Prospectus or terms of this Agreement), ) as legal and beneficial owner holders of the Offered Shares, to be carried out relating to the Offered Shares. Notwithstanding the aforesaid, and without any liability on the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Final Sold Shares, if any, declared by the Corporation Company after the Closing Date subject to Applicable Law. Notwithstanding anything stated in this Agreement, such Final Sold Shares shall rank pari passu with the existing Equity Shares.
4.2. The Share Escrow Agent xxxxxx agrees and confirms that it shall have no beneficial rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered SharesShares as applicable.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that the Selling Shareholder isShareholders are, and shall continue to be, the beneficial and legal owner of the Offered Shares until the transfer Transfer and Allotment of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling ShareholderShareholders’ Demat Account, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 or Clause 9 of this Agreement, the Selling Shareholder Shareholders shall continue to be the owner have complete legal and beneficial ownership of the Offered Shares credited back to the Selling Shareholders’ Demat Account and shall continue to enjoy the rights attached to such the Offered Shares, Shares as if, if no Offered Shares had been transferred to the Escrow Demat AccountAccount by the Selling Shareholders.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholder Shareholder, and, if paid by the Company, shall be released by the Company into the a bank account of the Selling Shareholder as may be notified in writing by the relevant Selling Shareholder. In addition, until the Closing Date, the Selling Shareholder shall continue to exercise its rights in relation to the Offered Shares, includingeach of the Selling Shareholders shall continue to exercise all their respective rights, without limitationincluding but not limited to voting rights, the voting rights dividends and other corporate benefits, if any, attached to the their respective Offered Shares. During the period that the Shares and enjoy any related benefits, until such Offered Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant credited to the Offer demat accounts of the Allottees on the Closing Date, in accordance with the terms of the Red Xxxxxxx Prospectus, Prospectus or the Prospectus or this Agreement(as applicable), as legal and beneficial owner of the Offered Shares. Notwithstanding the aforesaidabove and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to such Sold Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable LawLaw and such Sold Shares shall rank pari passu with the Equity Shares.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that the Share Escrow Agent shall not at any time, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, the Selling Shareholders shall be entitled to give any instructions, in respect of any corporate actions in relation to their respective Offered Shares, as the legal and beneficial holders of their respective portion of the Offered Shares, such as voting in any shareholders’ meeting until the Closing Date, provided however that, no corporate action will be given effect to if it results in or has the effect of creating a Lien in favor of any Person or transferring such Offered Shares to any Person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding 4.3 Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that each of the Selling Shareholder isShareholders are, and shall continue to be, the beneficial and legal owner owners of their respective portion of the Offered Shares until the transfer credit of the Offered Sold Shares to the demat account of the Allottees on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling Shareholder, as applicable Shareholders pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 Section 5 or Section 9 of this Agreement, the relevant Selling Shareholder shall continue to be the owner of the their respective Offered Shares or any part thereof and shall continue to enjoy the rights attached to such the Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by the relevant Selling Shareholders.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat AccountAccount in terms of this Agreement, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholder andShareholders, in proportion to their respective portion of the Offered Shares. Further, if such dividend is declared or paid by the Company, it shall be released by the Company into the their respective bank account of the Selling Shareholder account(s) as may be notified in writing by the respective Selling Shareholder. In addition, until the Closing Date, in relation to the respective Offered Shares, each Selling Shareholder shall continue to exercise its rights in relation to the Offered Sharesrespective rights, including, without limitation, the voting rights rights, dividends and other corporate benefits if any, attached to the Offered Shares. During the period that the such Offered Shares until the Sold Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant credited to the Offer in accordance with the terms demat accounts of the Red Xxxxxxx Prospectus, Allottees on the Prospectus or this Agreement), as legal and beneficial owner of the Offered SharesClosing Date. Notwithstanding the aforesaidabove and without any liability on the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to such Sold Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable LawLaw and such Sold Shares shall rank pari passu with the Equity Shares.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that it the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement or notnot claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each Selling Shareholder, severally and not jointly, shall be entitled to give any instructions in respect of any corporate actions in relation to its respective portion of the Offered Shares, including voting in any shareholders’ meeting as legal and beneficial holders of their respective portion of the Offered Shares, to be carried out relating to such Offered Shares, until the Closing Date; provided, however, that no corporate action, including any corporate action initiated or provided by the Company will be given effect to if it results in or has the effect of a Transfer to any person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding 4.3 Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree agree, that the each Selling Shareholder is, and shall continue to be, the beneficial and legal owner of its respective portion of the Offered Shares until such Offered Shares are credited to the transfer demat accounts of the Offered Shares Allottees on the Closing DateDate as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder, as applicable Shareholder pursuant to Clauses 5.2, 5.4, 5.5 Clause 5 and 5.6 Clause 9 of this Agreement, the Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by the Selling Shareholder.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. The Parties agree that during the period that the respective portion of the Offered Shares are held in escrow in the Escrow Demat AccountAccount in terms of this Agreement, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholder andShareholders, to the extent of their respective portion of the Offered Shares. Further, if such dividend is paid, it shall be released by the Company into the their respective bank account of the Selling Shareholder account(s) as may be notified in writing by the each Selling Shareholder. In addition, until the respective portion of the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the each Selling Shareholder shall severally and not jointly, continue to be the beneficial and legal owner of their respective portion of the Offered Shares, continue to exercise its severally, and not jointly, all their respective rights in relation to its respective portion of the Offered Shares, including, without limitation, the voting rights attached to the such respective Offered SharesShares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, each of the Selling Shareholder Shareholders shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions (not creating a lien on the Offered Shares or being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, Prospectus and the Prospectus or terms of this Agreement), ) as legal and beneficial owner holders of their respective proportion of the Offered Shares, to be carried out relating to their respective Offered Shares. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the relevant Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Final Sold Shares, if any, declared by the Corporation Company on or after the Closing Date subject to Applicable Law.
4.2. The Share Escrow Agent xxxxxx agrees and confirms that it shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered SharesShares as applicable.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that the each Selling Shareholder is, and shall continue to be, the beneficial and legal owner of its respective portion of the Offered Shares until the transfer and Allotment of the Offered Shares on the Closing Date, as applicable. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling ShareholderShareholders’ Demat Account, as applicable pursuant to Clauses 3.3, 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, the each such Selling Shareholder shall continue to be the owner have complete legal and beneficial ownership of the such Offered Shares credited back to respective Selling Shareholders’ Demat Account and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred to the Escrow Demat AccountAccount by such Selling Shareholders.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be credited to the credit respective Selling Shareholders, to the extent of their respective portion of the Selling Shareholder Offered Shares and, if paid, shall be released by the Company into the respective bank account accounts of the Selling Shareholder Shareholders, as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until the Closing Date, the Selling Shareholder shall continue to exercise its rights in relation to the Offered Shares, includingeach of the Selling Shareholdersshall, without limitationseverally and not jointly, continueto be the beneficial and legal owner of their respective portion of the Offered Shares and continue to exercise all their respective rights, including voting rights attached to the their respective Offered Shares. During the period that the , and enjoy any related benefits, until such Offered Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant credited to the Offer in accordance with the terms demat accounts of the Red Xxxxxxx Prospectus, Allottees on the Prospectus or this Agreement), as legal and beneficial owner of the Offered SharesClosing Date. Notwithstanding the aforesaid, and without any liability of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Offered Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable LawLaw and such Sold Shares shall rank pari passu to the Equity Shares.
4.2. 4.2 The Share Escrow Agent xxxxxx hereby agrees and confirms that it the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx hereby agrees and undertakes that the Share Escrow Agent shall not at any time, claim or be entitled to or exercise any voting rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claimor be entitled to or exercise any exerciseany voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders shall, severally and not jointly, be entitled to give any instructions in respect of any corporate actions in relation to their respective Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided however, that no corporate action, including any corporate action initiated or provided by the Company will be given effect to, if it results in or has the effect of creating a Lien in favor of any Person or transferring such Offered Shares to any Person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement.
4.3. All obligations of the 4.3 The Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and agree that notwithstanding anything stated herein in this Agreement and/or in any other agreement, the Parties hereby agree that the each Selling Shareholder is, and shall continue to be, the beneficial and legal owner of its respective portion of the Offered Shares until such Offered Shares are credited to the transfer demat accounts of the Offered Shares Allottees on the Closing DateDate as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder, as applicable Shareholders pursuant to Clauses 5.2, 5.4, 5.5 Clause 5 and 5.6 Clause 9 of this Agreement, the each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by such Selling Shareholder.
4.4 Notwithstanding anything contained to the contrary in this Agreement, (i) the rights and the obligations of the Parties hereunder shall be several and not joint and any Selling Shareholder shall not be liable for the obligations of the Company or the Share Escrow Agent or the other Selling Shareholders, as the case may be; (ii) the rights and obligations of each of the Selling Shareholders under this Agreement are several and not joint; and (iii) no Party shall be liable for any default by another Party. Notwithstanding anything contained in this Agreement, no Party shall be responsible
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1.
4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholder Shareholders, to the extent of their respective portion of the Offered Shares, and, if paid, shall be released by the Company into the their respective bank account of the Selling Shareholder account(s) as may be notified in writing by the respective Selling Shareholder. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the each Selling Shareholder shall continue to exercise its be, the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the Offered Sharesdemat accounts of the Allottees on the Closing Date. During The Parties agree that during the period that the Offered Shares are held in the Escrow Demat Account, each of the Selling Shareholder Shareholders shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions (not being in relation to their respective Offered Shares, such as voting in any shareholders meeting until the nature Closing Date provided however, that no corporate action, including any corporate action initiated or proposed by the Company will be given effect to, if it results in or has the effect of a Transfercreating Lien in favor of any person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, the Prospectus or and this Agreement). The Parties further agree that, as if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered SharesShares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been credited to the Escrow Demat Account by such Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Final Sold Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable LawLaw and such Final Sold Shares shall rank pari-passu to Equity Shares of the Company.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.any
4.3. 4.3 All obligations of the Parties hereunder shall be several and not joint and no Party party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that the Selling Shareholder is, and shall continue to be, the beneficial and legal owner of the Offered Shares until the transfer of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling Shareholder, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 of this Agreement, the Selling Shareholder shall continue to be the owner of the Offered Shares and shall continue to enjoy the rights attached to such Offered Shares, as if, no Offered Shares had been transferred to the Escrow Demat Account.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.14.1 Each of the Selling Shareholders undertakes to retain the Offered Shares in the Escrow Demat Account until the completion of events set forth in Clause 5 hereof and in accordance with the terms of this Agreement. Notwithstanding any provisions of this Agreement, the Parties agree and acknowledge that with respect to the Offered Shares, in the instance the Red Xxxxxxx Prospectus is not filed within ten (10) Working Days from the deposit of the Offered Shares in the Escrow Demat Account, or such other date as may be mutually agreed between the Company, the Selling Shareholders and the BRLMs pursuant to this Clause 4, or happening of an Event of Failure, whichever is earlier, as applicable, the Share Escrow Agent (or any new share escrow agent appointed pursuant to this agreement) shall, upon receipt of instructions in writing, debit the respective Offer Shares from the Escrow Demat Account and credit such Offered Shares into the respective Selling Shareholder(s) Demat Accounts in the same proportion, from which such Offered Shares were originally credited to the Escrow Demat Account by each of the Selling Shareholders. Once the Offered Shares are credited back to the respective Selling Shareholder Demat Accounts, if the Company and the Selling Shareholders, desire to file the Red Xxxxxxx Prospectus with the RoC and new Deposit Date is determined, the Selling Shareholders shall debit their respective portion of the Offered Shares from their respective Selling Shareholder Demat Accounts and credit such Offered Shares to the escrow demat account again in accordance with this Agreement, or as mutually agreed between the Company and the Selling Shareholders in consultation with the BRLMs.
4.2 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat AccountAccount in terms of this Agreement, any dividend declared or paid on the Offered Shares shall be to the credit of the Selling Shareholder Shareholders, and, if paid by the Company, shall be released into the a bank account of the Selling Shareholder as may be notified in writing by the Selling ShareholderShareholders. In addition, until the Closing Date, the Selling Shareholder Shareholders shall continue to exercise its rights in relation to be the beneficial and legal owner of the respective portion of the Offered SharesShares and exercise all of its rights, including, without limitation, the including but not limited to voting rights attached to the its Offered Shares. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled and enjoy any related benefits such as, dividends, and other corporate benefits if any, attached to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, the Prospectus or this Agreement), as legal and beneficial owner their respective portion of the Offered Shares. Notwithstanding the aforesaidabove and without any liability on the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to such Sold Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable Law. Notwithstanding anything stated in this Agreement, such Sold Shares shall rank pari passu with the Equity Shares.
4.2. 4.3 The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that the Share Escrow Agent shall not at any time, claim, or be entitled to or exercise any voting rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or shall be entitled to or exercise any voting rights, beneficial interest, or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders, shall be entitled to give any instructions in respect of any corporate actions in relation to its Offered Shares, such as voting in any Shareholder’ meeting until the Closing Date; provided, however, that no corporate action will be given effect to if it results in or has the effect of creating a Lien in favour of any person, or a Transfer to any person or returning the Offered Shares back to the Selling Shareholder Demat Account, except with the consent of the Company or pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent xxxxxx agrees and confirms that the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding 4.4 Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree agree, that the Selling Shareholder isShareholders are, and shall continue to be, the beneficial and legal owner of the its Offered Shares until the transfer of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling Shareholder, as applicable Shareholder Demat Account pursuant to Clauses 5.2, 5.4, 5.5 Clause 5 and 5.6 Clause 9 of this Agreement, the Selling Shareholder Shareholders shall continue to be the legal and beneficial owner of the its Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by the Selling Shareholders.
4.5 The rights and obligations of each of the Parties under this Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat AccountAccount in terms of this Agreement, any dividend declared or paid on the Offered Shares shall be to the credit of the Selling Shareholder Shareholders and, if paid by the Company, shall be released by the Company into the a bank account of the Selling Shareholder as may be notified in writing by the Selling ShareholderShareholders. In addition, until the Closing Date, the Selling Shareholder shall continue to exercise its rights in relation to the Offered Shares, includingthe Selling Shareholders shall continue to exercise its rights, without limitationincluding voting rights, the voting rights dividends and other corporate benefits if any, attached to the Offered Shares. During Shares until the period that the Offered Sold Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant credited to the Offer in accordance with the terms demat accounts of the Red Xxxxxxx Prospectus, Allottees on the Prospectus or this Agreement), as legal and beneficial owner of the Offered SharesClosing Date. Notwithstanding the aforesaidabove and without any liability on the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to such Sold Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable LawLaw and such Sold Shares shall rank pari passu with the Equity Shares.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that the Share Escrow Agent shall not at any time, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, the Selling Shareholders shall be entitled to give any instructions in respect of any corporate actions in relation to the Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided, however, that no corporate action, including any corporate action initiated or provided by the Company, will be given effect to if it results in or has the effect of a Transfer to any person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent xxxxxx agrees and confirms that the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement or notAgreement, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding 4.3 Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree agree, that the Selling Shareholder isShareholders are, and shall continue to be, the beneficial and legal owner owners of the Offered Shares until the transfer of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling Shareholder, as applicable Shareholders pursuant to Clauses 5.2, 5.4, 5.5 Section 5 and 5.6 Section 9 of this Agreement, the Selling Shareholder Shareholders shall continue to be the owner of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Equity Shares had been transferred credited to the Escrow Demat AccountAccount by the Selling Shareholders.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend (including any interim dividend) declared or paid on the Offered Shares shall be credited to the credit respective Selling Shareholders, to the extent of their respective portion of the Selling Shareholder Offered Shares and, if paid, shall be released by the Company into the a bank account of the Selling Shareholder account, as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until in relation to the Closing Daterespective Offered Shares, each of the Selling Shareholder Shareholders shall continue to exercise its rights in relation to the Offered Sharesall their respective rights, including, without limitation, the including voting rights attached to the its Offered Shares. During the period that the , and enjoy any related benefits, until such Offered Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant credited to the Offer in accordance with the terms demat accounts of the Red Xxxxxxx Prospectus, Allottees on the Prospectus or this Agreement), as legal and beneficial owner of the Offered SharesClosing Date. Notwithstanding the aforesaidabove, the Allottees of the Final Sold Shares shall be entitled to dividends (including any interim dividend) and other corporate benefitsbenefits attached to the Offered Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable Law.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that the Share Escrow Agent shall not at any time, claim, have, or be entitled to or exercise any voting rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim, have, or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders shall be entitled to give any instructions in respect of any corporate actions in relation to their respective Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided, however, that no corporate action, including any corporate action initiated or provided by the Company will be given effect to, if it results in or has the effect of creating a Lien in favor of any Person or transferring such Offered Shares to any Person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement.
4.3. All obligations of the 4.3 The Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and agree that notwithstanding anything stated herein in this Agreement and/or in any other agreement, the Parties hereby agree that the each Selling Shareholder is, and shall continue to be, the beneficial and legal owner of its respective portion of the Offered Shares until such Offered Shares are credited to the transfer demat accounts of the Offered Shares Allottees on the Closing DateDate as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder, as applicable Shareholders pursuant to Clauses 5.2, 5.4, 5.5 Clause 5 and 5.6 Clause 9 of this Agreement, the each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by such Selling Shareholder.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat AccountAccount in terms of this Agreement, any dividend declared or paid on the Offered Shares shall be to the credit of the Selling Shareholder and, if paid by the Company, shall be released by the Company into the a bank account of the Selling Shareholder as may be notified in writing by the Selling Shareholder. In addition, until the Closing Date, in relation to the Offered Shares, the Selling Shareholder shall continue to exercise its rights in relation to the Offered Sharesrights, includingincluding voting rights, without limitationdividends and other corporate benefits if any, the voting rights attached to the Offered Shares. During Shares until the period that the Offered Sold Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant credited to the Offer in accordance with the terms demat accounts of the Red Xxxxxxx Prospectus, Allottees on the Prospectus or this Agreement), as legal and beneficial owner of the Offered SharesClosing Date. Notwithstanding the aforesaidabove and without any liability on the Selling Shareholder, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to such Sold Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable LawLaw and such Sold Shares shall rank pari passu with the Equity Shares.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that the Share Escrow Agent shall not at any time, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions in relation to the Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided, however, that no corporate action, including any corporate action initiated or provided by the Company, will be given effect to if it results in or has the effect of a Transfer to any person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent xxxxxx agrees and confirms that the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement or notAgreement, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding 4.3 Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree agree, that the Selling Shareholder is, and shall continue to be, the beneficial and legal owner of the Offered Shares until the transfer of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling Shareholder, as applicable Shareholder pursuant to Clauses 5.2, 5.4, 5.5 Section 5 and 5.6 Section 9 of this Agreement, the Selling Shareholder shall continue to be the owner of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Equity Shares had been transferred credited to the Escrow Demat AccountAccount by the Selling Shareholder.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholder andShareholders, to the extent of their Offered Shares. Further, if such dividend is declared or paid, it shall be released by the Company into the their bank account of the Selling Shareholder account(s) as may be notified in writing by the Selling ShareholderShareholders. In addition, until the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholder shall Shareholders shall, continue to be the beneficial and legal owner of their Offered Shares, continue to exercise its all their rights in relation to the its Offered Shares, including, without limitation, the voting rights attached to the such Offered SharesShares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling Shareholder Shareholders shall be entitled to give any instructions in respect of any corporate actions (not creating a lien on the Offered Shares or being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, Prospectus and the Prospectus or terms of this Agreement), ) as legal and beneficial owner holders of their Offered Shares, to be carried out relating to their Offered Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to each of the Selling Shareholders’ Demat Account, as applicable pursuant to Clauses 3.1, 5.2, 5.4, 5.5,5.6, 5.7 and Clause 9 of this Agreement, the Selling Shareholders shall continue to have complete legal and beneficial ownership of such Offered Shares credited back to each of the Selling Shareholders’ Demat Account and shall continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been transferred to the Escrow Demat Account by such Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the relevant Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Final Sold Shares, if any, declared by the Corporation Company or after the Closing Date subject to Applicable Law.
4.2. The Share Escrow Agent xxxxxx agrees and confirms that it shall have no beneficial rights and it shall not, at any time, claim to be entitled to or exercise any voting rights or control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest interest, or control over the Offered Shares.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that the Selling Shareholder is, and shall continue to be, the beneficial and legal owner of the Offered Shares until the transfer of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling Shareholder, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 of this Agreement, the Selling Shareholder shall continue to be the owner of the Offered Shares and shall continue to enjoy the rights attached to such Offered Shares, as if, no Offered Shares had been transferred to the Escrow Demat Account.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the Selling Shareholder Shareholders, to the extent of their respective portion of the Offered Shares, and, if paid, shall be released by the Company into the bank account of the Selling Shareholder as may be notified in writing by the Selling ShareholderShareholders. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholder Shareholders shall continue to be, the beneficial and legal owner of the Offered Shares and shall exercise its all their rights in relation to the Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the Offered Sharesdemat accounts of the Allottees on the Closing Date. During The Parties agree that during the period that the Offered Shares are held in the Escrow Demat Account, each of the Selling Shareholder Shareholders, severally and not jointly, shall be entitled to give any instructions in respect of any corporate actions in relation to the Offered Shares, such as voting in any shareholders meeting until the Closing Date (not being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, the Prospectus or and this Agreement), as legal and beneficial owner holders of their respective portion of the Offered Shares. Notwithstanding the aforesaid, and without any liability on the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Final Sold Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable LawLaw and such Final Sold Shares shall rank pari-passu to Equity Shares of the Company.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, claim, have, be entitled to or exercise any voting rights, title, beneficial interest or control Control over the Offered Shares.
4.3. All obligations of the 4.3 The Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and agree that notwithstanding anything stated herein in this Agreement and/or in any other agreement, the Parties hereby agree that the Selling Shareholder isShareholders are, and shall continue to be, the beneficial and legal owner owners of the their respective portion of Offered Shares until such Offered Shares are credited to the transfer demat accounts of the Offered Shares Allottees on the Closing DateDate as Final Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 of Shareholder Demat Accounts in the manner provided in this Agreement, the respective Selling Shareholder Shareholders shall continue to be the owner legal and beneficial owners of the their respective portion of Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by such Selling Shareholder.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be credited to the credit respective Selling Shareholders, to the extent of their respective portion of the Selling Shareholder Offered Shares and, if paid, shall be released by the Company into the a bank account of the Selling Shareholder account, as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until the Closing Date, the Selling Shareholder shall continue to exercise its rights in relation to the Offered Shares, includingeach of the Selling Shareholders shall continue to exercise all their respective rights, without limitation, the including voting rights attached to the its Offered Shares. During the period that the , and enjoy any related benefits, until such Offered Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant credited to the Offer in accordance with the terms demat accounts of the Red Xxxxxxx Prospectus, Allottees on the Prospectus or this Agreement), as legal and beneficial owner of the Offered SharesClosing Date. Notwithstanding the aforesaidabove, and without any liability on the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Offered Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable Law. Notwithstanding anything stated in this Agreement, such Sold Shares shall rank pari passu to the Equity Shares.
4.2. 4.2 The Share Escrow Agent xxxxxx hereby agrees and confirms that it the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx hereby agrees and undertakes that the Share Escrow Agent shall not at any time, claim or be entitled to or exercise any voting rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders, severally and not jointly, shall be entitled to give any instructions in respect of any corporate actions in relation to their respective Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided however, that no corporate action, including any corporate action initiated or provided by the Company will be given effect to, if it results in or has the effect of creating an Encumbrance in favor of any Person or transferring such Offered Shares to any Person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement. Further, the Escrow Agent hereby agrees and confirms that the Escrow Agent shall not at any time, whether during a claim for breach of this Agreement, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3. All obligations of the 4.3 The Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and agree that notwithstanding anything stated herein in this Agreement and/or in any other agreement, the Parties hereby agree that the each Selling Shareholder is, and shall continue to be, the beneficial and legal owner of their respective portion of the Offered Shares until such Offered Shares are credited to the transfer demat accounts of the Offered Shares Allottees on the Closing DateDate as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder, as applicable Shareholders pursuant to Clauses 5.2, 5.4, 5.5 Clause 5 and 5.6 Clause 9 of this Agreement, the each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by such Selling Shareholder.
4.4 The rights and obligations of each of the Parties under this Share Escrow Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. The Parties agree that during the period that the respective portion of the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholder andShareholders, to the extent of their respective portion of the Offered Shares. Further, if such dividend is paid, it shall be released by the Company into the their respective bank account of the Selling Shareholder account(s) as may be notified in writing by the each Selling Shareholder. In addition, until the respective portion of the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the each Selling Shareholder shall shall, severally and not jointly, continue to be the beneficial and legal owner of the respective portion of the Offered Shares and exercise its severally, and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to the such respective Offered Shares. During the period that the Offered Shares are held in the Escrow Demat Account, each of the Selling Shareholder Shareholders shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions (not creating a lien on the Offered Shares or being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, Prospectus and the Prospectus or terms of this Agreement), ) as legal and beneficial owner holders of their respective proportion of the Offered Shares, to be carried out relating to their respective Offered Shares. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Final Sold Shares, if any, declared by the Corporation Company after the Closing Date subject to Applicable LawLaw and such Final Sold Shares shall rank pari-passu to the Equity Shares.
4.2. The Share Escrow Agent xxxxxx agrees and confirms that it shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx hereby agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, be entitled to or exercise any voting rights, beneficial interest or control over the Offered SharesShares as applicable.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party. The Parties agree that during the period that the Final Offered Shares are held in the Escrow Demat Account, each of the Selling Shareholders shall be entitled to give any instructions in respect of any corporate actions in relation to their respective Final Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided, however, that no corporate action will be given effect to if it has the effect of Transferring such Final Offered Shares to any Person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement.
4.4. The Selling Shareholder hereby confirms, and notwithstanding Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that the each Selling Shareholder is, and shall continue to be, the beneficial and legal owner of its respective portion of the Offered Shares until the transfer and Allotment of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling ShareholderShareholders’ Demat Account, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, the each such Selling Shareholder shall continue to be the owner have complete legal and beneficial ownership of the such Offered Shares credited back to respective Selling Shareholders’ Demat Account and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred to the Escrow Demat AccountAccount by such Selling Shareholders.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend or other distribution declared or paid on the Offered Shares shall be credited to the credit respective Selling Shareholders, to the extent of their respective portion of the Selling Shareholder Offered Shares and, if paid, shall be released by the Company into the a bank account of the Selling Shareholder account, as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until the Closing Date, the Selling Shareholder shall continue to exercise its rights in relation to the Offered Shares, includingeach of the Selling Shareholders shall continue to be the beneficial and legal owner of the respective portion of the Offered Shares and exercise all their respective rights, without limitation, the including voting rights attached to the its Offered Shares. During the period that the , and enjoy any related benefits, until such Offered Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant credited to the Offer in accordance with the terms demat accounts of the Red Xxxxxxx Prospectus, Allottees on the Prospectus or this Agreement), Closing Date as legal and beneficial owner of the Offered Sold Shares. Notwithstanding the aforesaidabove, and without any liability on the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Offered Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable Law. Notwithstanding anything stated in this Agreement, such Sold Shares shall rank pari passu to the Equity Shares.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that it the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement or not, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.any
4.3. All obligations of the 4.3 The Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and agree that notwithstanding anything stated herein in this Agreement and/or in any other agreement, the Parties hereby agree that the each Selling Shareholder is, and shall continue to be, the beneficial and legal owner of their respective portion of the Offered Shares until such Offered Shares are credited to the transfer demat accounts of the Offered Shares Allottees on the Closing DateDate as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder, as applicable Shareholders pursuant to Clauses 5.2, 5.4, 5.5 Clause 5 and 5.6 Clause 9 of this Agreement, the each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by such Selling Shareholder.
4.4 The rights and obligations of each of the Parties under this Share Escrow Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the Selling Shareholder andShareholders for their respective Offered Shares. Further, if such dividend is paid, it shall be released by the Company into the bank account of the Selling Shareholder as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each of the Selling Shareholder Shareholders shall continue to be the beneficial and legal owner of their respective portion of the Offered Shares and exercise its all rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to the such Offered Shares. During the period that the Offered Shares are held in the Escrow Demat Account, the respective Selling Shareholder Shareholders shall be entitled to give any instructions in respect of any corporate actions (not creating a lien on their respective portion of the Offered Shares or being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, Prospectus and the Prospectus or terms of this Agreement), ) as legal and beneficial owner holders of their respective portion of the Offered Shares, to be carried out relating to the Offered Shares. Notwithstanding the aforesaid, and without any liability on the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Final Sold Shares, if any, declared by the Corporation Company after the Closing Date subject to Applicable Law. Notwithstanding anything stated in this Agreement, and without any liability on any of the Selling Shareholders, such Final Sold Shares shall rank pari passu with the existing Equity Shares.
4.2. The Share Escrow Agent xxxxxx agrees and confirms that it shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx hereby agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, be entitled to or exercise any voting rights, beneficial interest or control over the Offered SharesShares as applicable.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that the Selling Shareholder isShareholders are, and shall continue to be, the beneficial and legal owner of the their respective Offered Shares until the transfer and Allotment of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder’s Demat Account, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, the Selling Shareholder Shareholders shall continue to be the owner have complete legal and beneficial ownership of the such Offered Shares credited back to the respective Selling Shareholder’s Demat Account and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred to the Escrow Demat AccountAccount by such Selling Shareholders.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholder Shareholders, to the extent of their respective portion of the Offered Shares, and, if paid, shall be released by the Company into the their respective bank account of the Selling Shareholder account(s) as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the each Selling Shareholder shall continue to exercise its be, the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the Offered Sharesdemat accounts of the Allottees on the Closing Date. During The Parties agree that during the period that the Offered Shares are held in the Escrow Demat Account, each of the Selling Shareholder Shareholders shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions in relation to their respective Offered Shares, such as voting in any shareholders meeting until the Closing Date (not being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, the Prospectus or and this Agreement), as legal and beneficial owner holders of their respective proportion of the Offered Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder’s Demat Account pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares as if such Offered Shares had not been credited to the Escrow Demat Account by such Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Final Sold Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable LawLaw and such Final Sold Shares shall rank pari-passu to Equity Shares of the Company.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, claim, have, be entitled to or exercise any voting rights, title, beneficial interest or control Control over the Offered Shares.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that the Selling Shareholder is, and shall continue to be, the beneficial and legal owner of the Offered Shares until the transfer of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling Shareholder, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 of this Agreement, the Selling Shareholder shall continue to be the owner of the Offered Shares and shall continue to enjoy the rights attached to such Offered Shares, as if, no Offered Shares had been transferred to the Escrow Demat Account.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be credited to the credit respective Selling Shareholders, to the extent of their respective portion of the Selling Shareholder Offered Shares and, if paid, shall be released by the Company into the a bank account of the Selling Shareholder account, as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until the Closing Date, the Selling Shareholder shall continue to exercise its rights in relation to the Offered Shares, includingeach of the Selling Shareholders shall, without limitationseverally and not jointly, continue to be the voting rights attached to beneficial and legal owner of the Offered Shares. During the period that respective portion of the Offered Shares and shall continue to exercise all their respective rights in relation to their respective Offered Shares, including but not limited to voting rights and dividends, attached to its Offered Shares, and enjoy any related benefits, until such Offered Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant credited to the Offer in accordance with the terms demat accounts of the Red Xxxxxxx Prospectus, Allottees on the Prospectus or this Agreement), as legal and beneficial owner of the Offered SharesClosing Date. Notwithstanding the aforesaidabove, and without any liability on the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to such Sold Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable Law. Notwithstanding anything stated in this Agreement, such Sold Shares shall rank pari passu to the Equity Shares.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this AgreementShares. The Share Escrow Agent xxxxxx agrees and undertakes that the Share Escrow Agent shall not at any time, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders, severally and not jointly, shall be entitled to give any instructions in respect of any corporate actions in relation to their respective Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided however, that no corporate action, including any corporate action initiated or proposed by the Company will be given effect to, if it results in or has the effect of creating an Encumbrance in favor of any Person or transferring such Offered Shares to any Person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement.
4.3. All obligations of the 4.3 The Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and agree that notwithstanding anything stated herein in this Agreement and/or in any other agreement, the Parties hereby agree that the each Selling Shareholder is, and shall continue to be, the beneficial and legal owner of their respective portion of the Offered Shares until such Offered Shares are credited to the transfer demat accounts of the Offered Shares Allottees on the Closing DateDate as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder, as applicable Shareholders for any reason including pursuant to Clauses 5.2, 5.4, 5.5 Clause 5 and 5.6 Clause 9 of this Agreement, the each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to have full, unencumbered title and enjoy the all rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by such Selling Shareholder.
4.4 The rights and obligations of each of the Parties under this Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions or obligations of any other Party.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on any portion of the Offered Shares shall be to the credit of the Promoter Selling Shareholder andShareholder, to the extent of the Offered Shares. Further, if such dividend is declared or paid, it shall be released by the Company into the bank account of the Selling Shareholder account(s) as may be notified in writing by the Promoter Selling Shareholder. In addition, until the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Promoter Selling Shareholder shall continue to be the beneficial and legal owner of the Offered Shares and shall continue to be the legal and beneficial owner of its Offered Shares and exercise its all the rights in relation to the Offered Shares, including, without limitation, the voting rights rights, dividends and corporate benefits attached to the such Offered SharesShares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Promoter Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions including voting in any shareholders’ meeting until the Closing Date, in accordance with Applicable Law (not creating a lien on the Offered Shares or being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, Prospectus and the Prospectus or terms of this Agreement), ) as legal and beneficial owner holder of the Offered Shares, to be carried out relating to the Offered Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Promoter Selling Shareholder’s Demat Account, as applicable pursuant to Clauses 3, 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, the Promoter Selling Shareholder shall continue to have complete legal and beneficial ownership of such Offered Shares credited back to the Promoter Selling Shareholder’s Demat Account and shall without any encumbrances continue to enjoy the rights attached to such portion of the Offered Shares as if no such Offered Shares had been transferred to the Escrow Demat Account by the Promoter Selling Shareholder. Notwithstanding the aforesaid, and without any liability on the Promoter Selling Shareholder, the Final Sold Shares will rank pari passu to the Equity Shares and the relevant Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Final Sold Shares, if any, declared by the Corporation Company after the Closing Date subject to Applicable Law.
4.2. The Share Escrow Agent xxxxxx agrees and confirms that it shall have no rights in respect of and it shall not, at any time, claim to be entitled to or exercise any voting rights or control over the Offered Shares other than as provided for in this AgreementShares. The Share Escrow Agent xxxxxx agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest interest, or control over the Offered Shares.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that the Selling Shareholder is, and shall continue to be, the beneficial and legal owner of the Offered Shares until the transfer of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling Shareholder, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 of this Agreement, the Selling Shareholder shall continue to be the owner of the Offered Shares and shall continue to enjoy the rights attached to such Offered Shares, as if, no Offered Shares had been transferred to the Escrow Demat Account.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES.
4.1. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend or other distribution declared or paid on the Offered Shares shall be credited to the credit respective Selling Shareholders, to the extent of their respective portion of the Selling Shareholder Offered Shares and, if paid, shall be released by the Company into the bank account of the Selling Shareholder account(s), as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until the Closing Date, the Selling Shareholder shall continue to exercise its rights in relation to the respective portion of Offered Shares, each of the Selling Shareholders shall severally and not jointly, continue to be the legal and beneficial owner of their respective portion of the Offered Shares and continue to exercise all their respective rights, including, without limitation, the voting rights attached to its respective portion of the Offered Shares. During , and enjoy any related benefits, until the period that the Offered Sold Shares are held in credited to the demat accounts of the Allottees on the Closing Date and/or credit of their respective portion of the Unsold Shares remaining to the credit of the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant to the Offer Account in accordance with the terms of the Red Xxxxxxx Prospectus, Prospectus or the Prospectus or this Agreement(as applicable), as legal and beneficial owner of the Offered Shares. Notwithstanding the aforesaidabove and without any liability to the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends dividends, and other corporate benefitsbenefits attached to the Sold Shares, if any, declared by the Corporation Company, after the Closing Date Date, subject to Applicable LawLaw and the Company agrees and acknowledges that such Sold Shares shall rank pari passu to Equity Shares.
4.2. The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over in respect of the Offered Shares other than as provided for in this AgreementShares. The Share Escrow Agent xxxxxx hereby agrees and undertakes that the Share Escrow Agent shall not at any time, claim, have, be entitled to or exercise any voting rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares, as applicable. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders, severally and not jointly, shall be entitled to give any instructions in respect of any corporate actions in relation to their respective Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided, however, that no corporate action, other than in accordance with this Agreement including any corporate action initiated or provided by the Company will be given effect to, if it results in or has the effect of creating a Lien in favor of any person or has the effect of transferring of such Offered Shares to any person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that the Selling Shareholder is, and shall continue to be, the beneficial and legal owner of the Offered Shares until the transfer of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder, as applicable Shareholders pursuant to Clauses 5.2, 5.4, 5.5 Clause 5 and 5.6 / or Clause 9 of this Agreement, the each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall without any encumbrance continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by such Selling Shareholder.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholder Shareholder, and, if paid by the Company, shall be released by the Company into the a bank account of the Selling Shareholder as may be notified in writing by the relevant Selling Shareholder. In addition, until the Closing Date, the Selling Shareholder shall continue to exercise its rights in relation to the Offered Shares, includingeach of the Selling Shareholders shall continue to exercise all their respective rights, without limitationincluding but not limited to voting rights, the voting rights dividends and other corporate benefits, if any, attached to the their respective Offered Shares. During the period that the Shares and enjoy any related benefits, until such Offered Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant credited to the Offer demat accounts of the Allottees on the Closing Date, in accordance with the terms of the Red Xxxxxxx Prospectus, Prospectus or the Prospectus or this Agreement(as applicable), as legal and beneficial owner of the Offered Shares. Notwithstanding the aforesaidabove and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to such Sold Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable LawLaw and such Sold Shares shall rank pari passu with the Equity Shares.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that the Share Escrow Agent shall not at any time, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, the Selling Shareholders shall be entitled to give any instructions, severally and not jointly, in respect of any corporate actions in relation to their respective Offered Shares, as the legal and beneficial holders of their respective portion of the Offered Shares, such as voting in any shareholders’ meeting until the Closing Date, provided however that, no corporate action will be given effect to if it results in or has the effect of creating a Lien in favor of any Person or transferring such Offered Shares to any Person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding 4.3 Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that each of the Selling Shareholder isShareholders are, and shall continue to be, the beneficial and legal owner owners of their respective portion of the Offered Shares until the transfer credit of the Offered Sold Shares to the demat account of the Allottees on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling Shareholder, as applicable Shareholders pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 Section 5 or Section 9 of this Agreement, the relevant Selling Shareholder shall continue to be the owner of the their respective Offered Shares or any part thereof and shall continue to enjoy the rights attached to such the Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by the relevant Selling Shareholders.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. The Parties agree that during the period that the respective portion of the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholder andShareholders, to the extent of their respective portion of the Offered Shares. Further, if such dividend is declared or paid, it shall be released by the Company into the their respective bank account of the Selling Shareholder account(s) as may be notified in writing by the each Selling Shareholder. In addition, until the respective portion of the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the each Selling Shareholder shall severally and not jointly, continue to be the beneficial and legal owner of their respective portion of the Offered Shares, continue to exercise its severally, and not jointly, all their respective rights in relation to its respective portion of the Offered Shares, including, without limitation, the voting rights attached to the such respective Offered SharesShares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, each of the Selling Shareholder Shareholders shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions (not creating a lien on the Offered Shares or being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, Prospectus and the Prospectus or terms of this Agreement), ) as legal and beneficial owner holders of their respective proportion of the Offered Shares. Notwithstanding the aforesaid, the Allottees of the Final Sold Shares shall to be entitled carried out relating to dividends and other corporate benefits, if any, declared by the Corporation after the Closing Date subject to Applicable Law.
4.2. The Share Escrow Agent xxxxxx agrees and confirms that it shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, be entitled to or exercise any voting rights, beneficial interest or control over the their respective Offered Shares.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that the Selling Shareholder is, and shall continue to be, the beneficial and legal owner of the Offered Shares until the transfer of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling ShareholderShareholders’ Demat Account, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, the each such Selling Shareholder shall continue to be the owner have complete legal and beneficial ownership of the such Offered Shares credited back to respective Selling Shareholders’ Demat Account and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred to the Escrow Demat AccountAccount by such Selling Shareholders. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the relevant Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefits attached to the Final Sold Shares, if any, declared by the Company on or after the Closing Date subject to Applicable Laws.
4.2. The Share Escrow Agent xxxxxx agrees and confirms that it shall have no beneficial rights and it shall not, at any time, claim to be entitled to or exercise any voting rights or control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent hereby agrees and undertakes that it shall not at any time, claim, be entitled to or exercise any voting rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest, or control over the Offered Shares.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat AccountAccount in terms of this Agreement, any dividend declared or paid on the Offered Shares shall be credited to the credit respective Selling Shareholders, to the extent of their respective portion of the Selling Shareholder Offered Shares and, if paid, shall be released by the Company into the a bank account of the Selling Shareholder account, as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until the Closing Datein relation to their respective Offered Shares, each of the Selling Shareholder Shareholders shall continue to exercise its rights in relation all their respective rights, including but not limited to the Offered Shares, including, without limitation, the voting rights attached to the its Offered Shares. During the period that the , and enjoy any related benefits, until such Offered Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant credited to the Offer in accordance with the terms demat accounts of the Red Xxxxxxx Prospectus, Allottees on the Prospectus or this Agreement), as legal and beneficial owner of the Offered SharesClosing Date. Notwithstanding the aforesaidabove, and without any liability on the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to such Sold Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable LawLaws. Notwithstanding anything stated in this Agreement, and without any liability on any of the Selling Shareholders, such Sold Shares shall rank pari passu with the existing Equity Shares.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that the Share Escrow Agent shall not at any time, claim or be entitled to or exercise any voting rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders, severally and not jointly, shall be entitled to give any instructions in respect of any corporate actions in relation to their respective Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided however, that no corporate action, other than in accordance with this Agreement including any corporate action initiated or provided by the Company will be given effect to, if it results in or has the effect of creating an Encumbrance in favor of any Person or transferring such Offered Shares to any Person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement.
4.3. All obligations of the 4.3 The Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and agree that notwithstanding anything stated herein in this Agreement and/or in any other agreement, the Parties hereby agree that the each Selling Shareholder is, and shall continue to be, the beneficial and legal owner of their respective portion of the Offered Shares until such Offered Shares are credited to the transfer demat accounts of the Offered Shares Allottees on the Closing DateDate as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder, as applicable Shareholders pursuant to Clauses 5.2, 5.4, 5.5 Clause 5 and 5.6 Clause 9 of this Agreement, the each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by such Selling Shareholder.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend or other distribution declared or paid on the Offered Shares shall be credited to the credit respective Selling Shareholders, to the extent of their respective portion of the Selling Shareholder Offered Shares and, if paid, shall be released by the Company into the a bank account of the Selling Shareholder account, as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until the Closing Date, the Selling Shareholder shall continue to exercise its rights in relation to the Offered Shares, includingeach of the Selling Shareholders shall continue to be the beneficial and legal owner of the respective portion of the Offered Shares and exercise all their respective rights, without limitation, the including voting rights attached to the its Offered Shares. During the period that the , and enjoy any related benefits, until such Offered Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant credited to the Offer in accordance with the terms demat accounts of the Red Xxxxxxx Prospectus, Allottees on the Prospectus or this Agreement), Closing Date as legal and beneficial owner of the Offered Sold Shares. Notwithstanding the aforesaidabove, and without any liability on the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Sold Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable Law. Notwithstanding anything stated in this Agreement, such Sold Shares shall rank pari passu to the Equity Shares.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that the Share Escrow Agent shall not at any time, claim or be entitled to or exercise any voting rights, any other rights, or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders, severally and not jointly, shall be entitled to give any instructions in respect of any corporate actions in relation to their respective Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided however, that no corporate action, including any corporate action initiated or provided by the Company will be given effect to, if it results in or has the effect of creating an Encumbrance in favor of any Person or transferring such Offered Shares to any Person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent xxxxxx agrees and confirms that the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3. All obligations of the 4.3 The Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and agree that notwithstanding anything stated herein in this Agreement and/or in any other agreement, the Parties hereby agree that the each Selling Shareholder is, and shall continue to be, the beneficial and legal owner of their respective portion of the Offered Shares until such Offered Shares are credited to the transfer demat accounts of the Offered Shares Allottees on the Closing DateDate as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder, as applicable Shareholders pursuant to Clauses 5.2, 5.4, 5.5 Clause 5 and 5.6 Clause 9 of this Agreement, the each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred credited to the Escrow Demat AccountAccount by such Selling Shareholders.
4.4 The rights and obligations of each of the Parties under this Share Escrow Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any interests accrued on or dividend declared or paid on the Offered Shares shall be to the credit of the Selling Shareholder andShareholders for their respective Offered Shares. Further, if such dividend is paid, it shall be released by the Company into the bank account of the Selling Shareholder as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each of the Selling Shareholder Shareholders shall continue to be the beneficial and legal owner of their respective portion of the Offered Shares and exercise its all rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to the such Offered Shares. During the period that the Offered Shares are held in the Escrow Demat Account, the respective Selling Shareholder Shareholders shall be entitled to give any instructions in respect of any corporate actions (not creating a lien on their respective portion of the Offered Shares or being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, Prospectus and the Prospectus or terms of this Agreement), ) as legal and beneficial owner holders of their respective portion of the Offered Shares, to be carried out relating to the Offered Shares. Notwithstanding the aforesaid, and without any liability on the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Final Sold Shares, if any, declared by the Corporation Company after the Closing Date subject to Applicable Law. Notwithstanding anything stated in this Agreement, and without any liability on any of the Selling Shareholders, such Final Sold Shares shall rank pari passu with the existing Equity Shares.
4.2. The Share Escrow Agent xxxxxx agrees and confirms that it shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx hereby agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, be entitled to or exercise any voting rights, beneficial interest or control over the Offered SharesShares as applicable.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and notwithstanding Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that the Selling Shareholder isShareholders are, and shall continue to be, the beneficial and legal owner of the their respective Offered Shares until the transfer Transfer and Allotment of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder’s Demat Account, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, the Selling Shareholder Shareholders shall continue to be the owner have complete legal and beneficial ownership of the such Offered Shares credited back to the respective Selling Shareholder’s Demat Account and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred to the Escrow Demat AccountAccount by such Selling Shareholders.
Appears in 1 contract
Samples: Shareholder Agreements
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend or other distribution declared or paid on the Offered Shares shall be credited to the credit respective Promoter Selling Shareholders, to the extent of their respective portion of the Selling Shareholder Offered Shares and, if paid, shall be released by the Company into the a bank account of the Selling Shareholder account, as may be notified in writing by the respective Promoter Selling ShareholderShareholders. In addition, until the Closing Date, the Selling Shareholder shall continue to exercise its rights in relation to the Offered Shares, includingeach of the Promoter Selling Shareholders shall continue to be the beneficial and legal owner of the respective portion of the Offered Shares and exercise all their respective rights, without limitation, the including voting rights attached to the its Offered Shares. During the period that the , and enjoy any related benefits, until such Offered Shares are held in the Escrow Demat Account, the Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant credited to the Offer in accordance with the terms demat accounts of the Red Xxxxxxx Prospectus, Allottees on the Prospectus or this Agreement), Closing Date as legal and beneficial owner of the Offered Sold Shares. Notwithstanding the aforesaidabove, and without any liability on the Promoter Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Sold Shares, if any, declared by the Corporation Company after the Closing Date Date, subject to Applicable Law. Notwithstanding anything stated in this Agreement, such Sold Shares shall rank pari passu to the Equity Shares.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that the Share Escrow Agent shall not at any time, claim or be entitled to or exercise any voting rights, any other rights, or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Promoter Selling Shareholders, severally and not jointly, shall be entitled to give any instructions in respect of any corporate actions in relation to their respective Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided however, that no corporate action, including any corporate action initiated or provided by the Company will be given effect to, if it results in or has the effect of creating an Encumbrance in favor of any Person or transferring such Offered Shares to any Person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent xxxxxx agrees and confirms that the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3. All obligations of the 4.3 The Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. The Selling Shareholder hereby confirms, and agree that notwithstanding anything stated herein in this Agreement and/or in any other agreement, the Parties hereby agree that the each Promoter Selling Shareholder is, and shall continue to be, the beneficial and legal owner of their respective portion of the Offered Shares until such Offered Shares are credited to the transfer demat accounts of the Offered Shares Allottees on the Closing DateDate as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Promoter Selling Shareholder, as applicable Shareholders pursuant to Clauses 5.2, 5.4, 5.5 Clause 5 and 5.6 Clause 9 of this Agreement, the Selling Shareholder shall continue to be the owner each such
4.4 The rights and obligations of each of the Offered Shares Parties under this Share Escrow Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties are several (and not joint or joint and several) and none of the Parties shall continue to enjoy the rights attached to such Offered Sharesbe responsible or liable, as ifdirectly or indirectly, no Offered Shares had been transferred to the Escrow Demat Accountfor any acts or omissions of any other Party.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. 4.1 The Parties agree that during the period that the Offered Shares are held in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the Promoter Selling Shareholder and, shall be released into the bank account of the Promoter Selling Shareholder as may be notified in writing by the Promoter Selling Shareholder. In addition, until the Closing Date, the Promoter Selling Shareholder shall continue to exercise its rights in relation to the Offered Shares, including, without limitation, the voting rights attached to the Offered Shares. During the period that the Offered Shares are held in the Escrow Demat Account, the Promoter Selling Shareholder shall be entitled to give any instructions in respect of any corporate actions (not being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, the Prospectus or this Agreement), as legal and beneficial owner of the Offered Shares. Notwithstanding the aforesaid, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefits, if any, declared by the Corporation Company after the Closing Date subject to Applicable LawLaw and such Final Sold Shares shall rank pari-passu to the Equity Shares.
4.2. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3. 4.3 All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible for the obligations of any other Party.
4.4. 4.4 The Promoter Selling Shareholder hereby confirms, and notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that the Promoter Selling Shareholder is, and shall continue to be, the beneficial and legal owner of the Offered Shares until the transfer of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Promoter Selling Shareholder, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 of this Agreement, the Promoter Selling Shareholder shall continue to be the owner of the Offered Shares and shall continue to enjoy the rights attached to such Offered Shares, as if, no Offered Shares had been transferred to the Escrow Demat Account.
Appears in 1 contract
Samples: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1. Each of the Selling Shareholders undertakes to retain the Offered Shares in the Escrow Demat Account until the completion of events set forth in Clause 5 hereof and in accordance with the terms of this Agreement. Notwithstanding any provisions of this Agreement, the Parties agree and acknowledge that with respect to the Offered Shares, in the instance the Red Xxxxxxx Prospectus is not filed within ten (10) Working Days from the deposit of the Offered Shares in the Escrow Demat Account, or such other date as may be mutually agreed between the Company, the Selling Shareholders and the BRLM pursuant to this Clause 4, or happening of an Event of Failure, whichever is earlier, as applicable, the Share Escrow Agent (or any new share escrow agent appointed pursuant to this agreement) shall, upon receipt of instructions in writing, debit the respective Offered Shares from the Escrow Demat Account and credit such Offered Shares into the respective Selling Shareholders Demat Accounts in the same proportion, from which such Offered Shares were originally credited to the Escrow Demat Account by each of the Selling Shareholders. Once the Offered Shares are credited back to the respective Selling Shareholder Demat Accounts, if the Company and the Selling Shareholders, desire to file the Red Xxxxxxx Prospectus with the RoC and new Deposit Date is determined, the Selling Shareholders shall debit their respective portion of the Offered Shares from their respective Selling Shareholder Demat Accounts and credit such Offered Shares to the escrow demat account again in accordance with this Agreement, or as mutually agreed between the Company and the Selling Shareholders in consultation with the BRLM.
4.2. The Parties agree that during the period that the respective portion of the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholder andShareholders, to the extent of their respective portion of the Offered Shares. Further, if such dividend is declared or paid, it shall be released by the Company into the their respective bank account of the Selling Shareholder account(s) as may be notified in writing by the each Selling Shareholder. In addition, until the respective portion of the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the each Selling Shareholder shall shall, severally and not jointly, continue to be the beneficial and legal owner of the respective portion of the Offered Shares and exercise its severally, and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights rights, dividends and other corporate benefits, if any, attached to the such respective Offered Shares. During the period that the Offered Shares are held in the Escrow Demat Account, each of the Selling Shareholder Shareholders shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions (not creating a lien on the Offered Shares or being in the nature of a Transfer, except pursuant to the Offer in accordance with the terms of the Red Xxxxxxx Prospectus, Prospectus and the Prospectus or terms of this Agreement), ) as legal and beneficial owner holders of their respective proportion of the Offered Shares, to be carried out relating to their respective Offered Shares. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefitsbenefits attached to the Final Sold Shares, if any, declared by the Corporation Company after the Closing Date subject to Applicable LawLaw and such Final Sold Shares shall rank pari passu with the Equity Shares.
4.24.3. The Share Escrow Agent xxxxxx agrees and confirms that it shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that it shall not at any time, whether during a claim for breach of this Agreement or not, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over or in respect of the Offered Shares.
4.3. All obligations of the Parties hereunder shall be several and not joint and no Party shall be responsible , as applicable, other than as provided for the obligations of any other Partyin this Agreement.
4.4. The Selling Shareholder hereby confirms, and notwithstanding Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that the each Selling Shareholder is, and shall continue to be, the beneficial and legal owner of its respective portion of the Offered Shares until the transfer Transfer and Allotment of the Offered Shares (or part thereof) to the demat accounts of the Allottees on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling ShareholderShareholders’ Demat Account, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, the each such Selling Shareholder shall continue to be the owner have complete legal and beneficial ownership of the such Offered Shares credited back to respective Selling Shareholders’ Demat Account and shall continue to enjoy the rights attached to such Offered Shares, Shares as if, if no Offered Shares had been transferred to the Escrow Demat AccountAccount by such Selling Shareholders.
4.5. The rights and obligations of each of the Parties under this Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party.
Appears in 1 contract
Samples: Share Escrow Agreement