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 Shareholders, to the extent of their Offered Shares. Further, if such dividend is declared or paid, it shall be released by the Company into their bank account(s) as may be notified in writing by the Selling Shareholders. In addition, until the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial 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 benefits attached to the Final Sold Shares, if any, declared by the 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, 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 Account, any dividend or other distribution declared or paid on the Offered Shares shall be credited to the credit of the respective Promoter Selling Shareholders, to the extent of their respective portion of the Offered Shares. FurtherShares and, if such dividend is declared or paid, it shall be released by the Company into their a bank account(s) account, as may be notified in writing by the respective Promoter Selling Shareholders. In addition, in relation to the Offered Shares, each 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, including voting rights attached to its Offered Shares, and enjoy any related benefits, until the such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Date as Sold Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial 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 aforesaidabove, and without any liability on any of the Promoter 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 or 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 beneficial rights and it shall not, not at any time, claim to 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 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 interestinterest 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 The Parties hereby agree that notwithstanding anything stated in this Agreement and/or in any other agreement, 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 demat accounts of the Allottees on the Closing Date as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Promoter Selling Shareholders pursuant to Clause 5 and Clause 9 of this Agreement, each such
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. 4.14.1 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 respective Selling Shareholders, to the extent of their Offered Shares. Furtherand, if such dividend is declared or paidpaid by the Company, it shall be released by the Company into their a bank account(s) as may be account notified in writing by the Selling Shareholders. In addition, until the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, shall continue to be the beneficial and legal owner of their the respective portion of the Offered Shares, continue to Shares and exercise all their of its rights, including but not limited to voting rights in relation attached to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Accountbenefits such as, the Selling Shareholders shall be entitled to give any instructions in respect of any dividends, and other corporate actions (not creating a lien on the Offered Shares or being in the nature of a Transferbenefits if any, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial holders of their Offered Shares, to be carried out relating attached to their respective portion of the 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, above 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 such Sold Shares, if any, declared by the Company or 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 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 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.
4.4 Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree, that the Selling Shareholders are, and shall continue to be, the beneficial and legal owner of its Offered Shares until the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling Shareholder Demat Account pursuant to Clause 5 and Clause 9 of this Agreement, the Selling Shareholders shall continue to be the legal and beneficial owner of its Offered Shares (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 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. 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 ShareholdersShareholder and, to the extent of their Offered Shares. Further, if such dividend is declared or paid, it shall be released by into the Company into their bank account(s) account of the Selling Shareholder as may be notified in writing by the Selling ShareholdersShareholder. In addition, until the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Shares, Shareholder shall continue to exercise all their its rights in relation to its the Offered Shares, including, without limitation, the voting rights attached to such the Offered Shares and enjoy any related benefitsShares. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling Shareholders Shareholder 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, the Prospectus and the terms of or this Agreement) ), as legal and beneficial holders owner 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 benefits attached to the Final Sold Sharesbenefits, if any, declared by the Company or Corporation 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 respective Selling Shareholders, to the extent of their respective portion of the Offered Shares. Further, and, if such dividend is declared or paid, it shall be released by the Company into their respective bank account(s) as may be notified in writing by the respective Selling ShareholdersShareholder. In addition, until the such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the each Selling Shareholders shall, Shareholder shall continue to be be, the beneficial and legal owner of their respective Offered SharesShares and shall exercise, continue to exercise severally and not jointly, all their respective rights in relation to its 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 demat 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 Shareholders shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions (not 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 a lien on the Lien in favor of any person or transferring such Offered Shares or being in the nature of a Transferto any Person, except Transfer pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and the terms of this Agreement) as legal and beneficial 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 respective Selling Shareholders’ Demat Account, as applicable Shareholders pursuant to Clauses 3.1Clause 3, 5.2, 5.4, 5.5,5.6, 5.7 Clause 5 and Clause 9 of this Agreement, the each such Selling Shareholders Shareholder shall continue to have complete be the legal and beneficial ownership owner of such its respective portion of the Offered Shares credited back to each of the Selling Shareholders’ Demat Account (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been transferred credited 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 benefits attached to the Final Sold Shares, if any, declared by the Company or 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 beneficial 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 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
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 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 Sharesother 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 respective Selling Shareholders, in proportion to their respective portion of the extent of their Offered Shares. Further, if such dividend is declared or paidpaid by the Company, it shall be released by the Company into their respective bank account(s) as may be notified in writing by the respective Selling ShareholdersShareholder. In addition, until the Closing Date, in relation to the respective Offered Shares, each Selling Shareholder shall continue to exercise its respective rights, including, without limitation, the voting rights, dividends and other corporate benefits if any, attached to such Offered Shares until the Sold Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial 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, above 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 such Sold Shares, if any, declared by the Company or 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 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 the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement or notnot claim, claim or have, be entitled to or exercise any voting rights, beneficial interest, 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 Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree, that 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 demat accounts of the Allottees on the Closing Date as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder pursuant to Clause 5 and 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 as if no Offered Shares had been credited to the Escrow Demat Account 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 Account, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholders, 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 their respective bank account(s) as may be notified in writing by the each Selling ShareholdersShareholder. 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 Shareholders shallShareholder shall severally and not jointly, continue to be the beneficial and legal owner of their respective portion of the Offered Shares, continue to exercise 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 such respective Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, each of the Selling 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial holders of their respective proportion of the Offered Shares, to be carried out relating to their respective Offered Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to each of the respective Selling Shareholders’ Demat Account, as applicable pursuant to Clauses 3.1, 5.2, 5.4, 5.5,5.6, 5.7 5.5 and 5.6 and Clause 9 of this Agreement, the each such Selling Shareholders Shareholder shall continue to have complete legal and beneficial ownership of such Offered Shares credited back to each of the respective 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 ShareholderShareholders. 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 LawLaws.
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 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 Account, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares. Further, and, if such dividend is declared or paid, it shall be released by the Company into their the bank account(s) account as may be notified in writing by the Selling Shareholders. In addition, until the such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, shall continue to be be, the beneficial and legal owner of their the Offered Shares, continue to Shares and shall exercise all their rights in relation to its 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 demat 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 Shareholders 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 creating a lien on the Offered Shares or being in the nature of a Transfer, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) ), as legal and beneficial holders of their Offered Shares, to be carried out relating to their Offered Shares. The Parties further agree that, if respective portion of 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 benefits attached to the Final Sold Shares, if any, declared by the Company or 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 beneficial 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 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 or for breach of this Agreement, claim, have, be entitled to or exercise any voting rights, beneficial interest, interest or control over the Offered Shares
4.3 The Parties hereby agree that notwithstanding anything stated in this Agreement and/or in any other agreement, the Selling Shareholders are, and shall continue to be, the beneficial and legal owners of their respective portion of Offered Shares until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date 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 Demat Accounts in the manner provided in this Agreement, the respective Selling Shareholders shall continue to be the legal and beneficial owners of their respective portion of Offered Shares (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.
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 of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares. FurtherShares and, if such dividend is declared or paid, it shall be released by the Company into their a bank account(s) account, as may be notified in writing by the respective Selling Shareholders. In addition, in relation to their respective Offered Shares, each of the Selling Shareholders shall continue to exercise all their respective rights, including but not limited to voting rights attached to its Offered Shares, and enjoy any related benefits, until the such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial 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 aforesaidabove, 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 such Sold Shares, if any, declared by the Company or 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 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 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, 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 The Parties hereby agree that notwithstanding anything stated in this Agreement and/or in any other agreement, 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 demat accounts of the Allottees on the Closing Date as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to 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 no Offered Shares had been credited to the Escrow Demat Account 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 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 respective Promoter Selling ShareholdersShareholder, to the extent of their the Offered Shares. Further, if such dividend is declared or paid, it shall be released by the Company into their the bank account(s) as may be notified in writing by the Promoter Selling ShareholdersShareholder. In addition, until the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Promoter Selling Shareholders shall, Shareholder shall continue to be the beneficial and legal owner of their the Offered Shares, Shares and shall continue to be the legal and beneficial owner of its Offered Shares and exercise all their the rights in relation to its the Offered Shares, including, without limitation, the voting rights rights, dividends and corporate benefits attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Promoter Selling Shareholders 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial holders holder of their the Offered Shares, to be carried out relating to their the Offered Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to each of the Promoter Selling Shareholders’ Shareholder’s Demat Account, as applicable pursuant to Clauses 3.13, 5.2, 5.4, 5.5,5.6, 5.7 5.5 and 5.6 and Clause 9 of this Agreement, the Promoter Selling Shareholders Shareholder shall continue to have complete legal and beneficial ownership of such Offered Shares credited back to each of the Promoter Selling Shareholders’ 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 such the Promoter Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Promoter Selling ShareholdersShareholder, 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 benefits attached to the Final Sold Shares, if any, declared by the 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 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, 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 Account, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares. Further, and, if such dividend is declared or paid, it shall be released by the Company into their the bank account(s) account as may be notified in writing by the Selling Shareholders. In addition, until the such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, shall continue to be be, the beneficial and legal owner of their the Offered Shares, continue to Shares and shall exercise all their rights in relation to its 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 demat 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 Shareholders 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 creating a lien on the Offered Shares or being in the nature of a Transfer, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) ), as legal and beneficial holders of their Offered Shares, to be carried out relating to their Offered Shares. The Parties further agree that, if respective portion of 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 benefits attached to the Final Sold Shares, if any, declared by the Company or 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 beneficial 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 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 claim, have, be entitled to or exercise any voting rights, title, beneficial interest, interest or control Control over the Offered Shares.
4.3 The Parties hereby agree that notwithstanding anything stated in this Agreement and/or in any other agreement, the Selling Shareholders are, and shall continue to be, the beneficial and legal owners of their respective portion of Offered Shares until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date 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 Demat Accounts in the manner provided in this Agreement, the respective Selling Shareholders shall continue to be the legal and beneficial owners of their respective portion of Offered Shares (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.
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 ShareholdersShareholder, to the extent of their Offered Shares. Furtherand, if such dividend is declared or paidpaid by the Company, it shall be released by the Company into their a bank account(s) as may be account notified in writing by the relevant Selling ShareholdersShareholder. In addition, until the Closing Date, in relation to the Offered Shares, each of the Selling Shareholders shall continue to exercise all their respective rights, including but not limited to voting rights, dividends and other corporate benefits, if any, attached to their respective Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling 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 Red Xxxxxxx Prospectus, Prospectus and or the terms of this Agreement) Prospectus (as legal and beneficial 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 Shareholderapplicable). Notwithstanding the aforesaid, above 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 such Sold Shares, if any, declared by the Company or 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 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 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 interestinterest 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 Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that each of the Selling Shareholders are, and shall continue to be, the beneficial and legal owners of their respective portion of the Offered Shares until the credit of the 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 Shareholders pursuant to Section 5 or Section 9 of this Agreement, the relevant Selling Shareholder shall continue to be the legal and beneficial owner of their respective Offered Shares or any part thereof and shall continue to enjoy the rights attached to the Offered Shares as if no Offered Shares had been credited to the Escrow Demat Account 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 credited to the credit of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares. FurtherShares and, if such dividend is declared or paid, it shall be released by the Company into their a bank account(s) ), as may be notified in writing by the respective Selling Shareholders. In addition, in relation to the Offered Shares, each of the Selling Shareholders shall, severally and not jointly, continue to be the beneficial and legal owner of the 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 the such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial 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 aforesaidabove, 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 or 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 beneficial rights and it shall not, not at any time, claim to 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 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 interestinterest 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 The Parties hereby agree that notwithstanding anything stated in this Agreement and/or in any other agreement, 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 demat accounts of the Allottees on the Closing Date as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders’ Demat Accounts pursuant to 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 have full, unencumbered title and enjoy all the rights attached to such Offered Shares as if no Offered Shares had been credited to the Escrow Demat Account 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 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 Shareholders, 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 their respective bank account(s) as may be notified in writing by the each Selling ShareholdersShareholder. 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 Shareholders Shareholder shall, severally and not jointly, continue to be the beneficial and legal owner of their the respective portion of the Offered SharesShares and exercise severally, continue to exercise and not jointly, all their respective rights in relation to its their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such respective Offered Shares and enjoy any related benefitsShares. During the period that the Offered Shares are held in the Escrow Demat Account, each of the Selling 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial 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 benefits attached to the Final Sold Shares, if any, declared by the 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 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 Shares 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. Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that 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 each of the respective Selling Shareholders’ Demat Account, as applicable pursuant to Clauses 3.1, 5.2, 5.4, 5.5,5.6, 5.7 5.5 and 5.6 and Clause 9 of this Agreement, the each such Selling Shareholders Shareholder shall continue to have complete legal and beneficial ownership of such Offered Shares credited back to each of the respective 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 benefits attached to the Final Sold Shares, if any, declared by the 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, or control over the Offered Shares.
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 of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares. FurtherShares and, if such dividend is declared or paid, it shall be released by the Company into their bank account(s) ), as may be notified in writing by the respective Selling Shareholders. In addition, 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, and enjoy any related benefits, until the Offered Sold Shares are 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 in accordance with the Red Xxxxxxx Prospectus or the Prospectus (as applicable). Notwithstanding the above and without any liability to the Selling Shareholders, 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 and the Selling Shareholders shallCompany 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 the Share Escrow Agent shall have no rights and it shall not at any time, continue claim, have, be entitled to or exercise any voting rights or control over in respect of the Offered Shares. The Share Escrow Agent 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 and legal owner of their interest or control over the Offered Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefitsas applicable. During 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 Shareholders, severally and not jointly, shall be entitled to give any instructions in respect of any corporate actions (not 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 on Lien in favor of any person or has the effect of transferring of such Offered Shares or being in the nature of a Transferto any person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and the terms of this Agreement) as legal and beneficial holders of their Offered Shares, to be carried out relating to their Offered Shares.
4.3. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to each of the respective Selling Shareholders’ Demat Account, as applicable Shareholders pursuant to Clauses 3.1, 5.2, 5.4, 5.5,5.6, 5.7 Clause 5 and / or Clause 9 of this Agreement, the each such Selling Shareholders Shareholder shall continue to have complete be the legal and beneficial ownership owner of such its respective portion of the Offered Shares credited back to each of the Selling Shareholders’ Demat Account (or any part thereof) and shall without any encumbrance continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been transferred credited 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 benefits attached to the Final Sold Shares, if any, declared by the 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, 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 Account, any dividend declared or paid on the Offered Shares shall be credited to the credit of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares. FurtherShares and, if such dividend is declared or paid, it shall be released by the Company into their a bank account(s) account, as may be notified in writing by the respective Selling Shareholders. In addition, in relation to the Offered Shares, each of the Selling Shareholders shall, severally and not jointly, continue to be the beneficial and legal owner of the 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 the such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial 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 aforesaidabove, 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 such Sold Shares, if any, declared by the Company or 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 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 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, 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 The Parties hereby agree that notwithstanding anything stated in this Agreement and/or in any other agreement, 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 demat accounts of the Allottees on the Closing Date as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders for any reason including pursuant to 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 have full, unencumbered title and enjoy all rights attached to such Offered Shares as if no Offered Shares had been credited to the Escrow Demat Account 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.
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 of the respective Promoter Selling Shareholders, to the extent of their respective portion of the Offered Shares. FurtherShares and, if such dividend is declared or paid, it shall be released by the Company into their a bank account(s) ), as may be notified in writing by the respective Promoter Selling Shareholders. In addition, in relation to the Offered Shares, each of the Promoter Selling Shareholders shall, severally and not jointly, continue to be the beneficial and legal owner of the 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 the such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial 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 aforesaidabove, and without any liability on any of the Promoter Selling Shareholders, the relevant Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefits attached to the Final Sold Offered Shares, if any, declared by the Company or 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 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 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 interestinterest 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 The Parties hereby agree that notwithstanding anything stated in this Agreement and/or in any other agreement, 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 demat accounts of the Allottees on the Closing Date as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Promoter Selling Shareholders’ Demat Accounts pursuant to Clause 5 and Clause 9 of this Agreement, 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 as if no Offered Shares had been credited to the Escrow Demat Account 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 Shareholders, to the extent of their Offered Shares. Further, if such dividend is declared or paid, it shall be released by the Company into their respective bank account(s) as may be notified in writing by the respective Selling ShareholdersShareholder. In addition, until the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, shall continue to be the beneficial and legal owner of their respective portion of the Offered Shares, continue to Shares and exercise all their its rights in relation to its such Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefitsShares. During the period that the Offered Shares are held 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 (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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial 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 benefits attached to the Final Sold Shares, if any, declared by the 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 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 Shares as applicable.
4.3. Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that 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 (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 each of the Selling Shareholders’ Demat AccountAccounts, as applicable pursuant to Clauses 3.1, 5.2, 5.4, 5.5,5.6, 5.7 5.5 and 5.6 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 respective 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 benefits attached to the Final Sold Shares, if any, declared by the 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, 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 Account, any dividend or other distribution declared or paid on the Offered Shares shall be credited to the credit of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares. FurtherShares and, if such dividend is declared or paid, it shall be released by the Company into their a bank account(s) account, as may be notified in writing by the respective Selling Shareholders. In addition, in relation to the Offered Shares, each 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, including voting rights attached to its Offered Shares, and enjoy any related benefits, until the such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Date as Sold Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial 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 aforesaidabove, 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 or 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 beneficial rights and it shall not, not at any time, claim to 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 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 interestinterest 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 The Parties hereby agree that notwithstanding anything stated in this Agreement and/or in any other agreement, 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 demat accounts of the Allottees on the Closing Date as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to 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 no Offered Shares had been credited to the Escrow Demat Account 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. 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 of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares. FurtherShares and, if such dividend is declared or paid, it shall be released by the Company into their a bank account(s) account, as may be notified in writing by the respective Selling Shareholders. In addition, in relation to the Offered Shares, each 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, including voting rights attached to its Offered Shares, and enjoy any related benefits, until the such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Date as Sold Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial 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 aforesaidabove, 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 Offered Shares, if any, declared by the Company or 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 beneficial rights and it shall not, not at any time, claim to 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 the Share Escrow Agent shall not at any time, whether during a claim for breach of any
4.3 The Parties hereby agree that notwithstanding anything stated in this Agreement or notand/or in any other agreement, claim or be entitled each Selling Shareholder is, and shall continue to or exercise any voting rightsbe, the beneficial interestand legal owner of their respective portion of the Offered Shares until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date as Sold Shares. The Parties further agree that, or control over if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to 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 no Offered Shares had been credited to the Escrow Demat Account 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. 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 Promoter Selling ShareholdersShareholder and, to the extent of their Offered Shares. Further, if such dividend is declared or paid, it shall be released by into the Company into their bank account(s) account of the Promoter Selling Shareholder as may be notified in writing by the Promoter Selling ShareholdersShareholder. In addition, until the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Promoter Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Shares, Shareholder shall continue to exercise all their its rights in relation to its the Offered Shares, including, without limitation, the voting rights attached to such the Offered Shares and enjoy any related benefitsShares. During the period that the Offered Shares are held in the Escrow Demat Account, the Promoter Selling Shareholders Shareholder 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, the Prospectus and the terms of or this Agreement) ), as legal and beneficial holders owner 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 benefits attached to the Final Sold Sharesbenefits, if any, declared by the Company or 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 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 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. 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 of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares. FurtherShares and, if such dividend is declared or paid, it shall be released by the Company into their a bank account(s) account, as may be notified in writing by the respective Selling Shareholders. In addition, in relation to the Offered Shares, each of the Selling Shareholders shall continue to exercise all their respective rights, including voting rights attached to its Offered Shares, and enjoy any related benefits, until the such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial 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 aforesaidabove, 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 Offered Shares, if any, declared by the Company or 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 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 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 interestinterest 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 The Parties hereby agree that notwithstanding anything stated in this Agreement and/or in any other agreement, 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 demat accounts of the Allottees on the Closing Date as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to 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 no Offered Shares had been credited to the Escrow Demat Account 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. 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 of the respective Selling ShareholdersShareholder, to the extent of their portion of the Final Offered Shares. FurtherShares and, if such dividend is declared or paid, it shall be released by the Company into their bank account(s) ), as may be notified in writing by the Selling ShareholdersShareholder. In addition, in relation to the Offered Shares, the Selling Shareholder shall continue to be the legal and beneficial owner of the Offered Shares 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 Offered Sold Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling 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 Red Xxxxxxx Prospectus, Prospectus and or the terms of this Agreement) Prospectus (as legal and beneficial 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 Shareholderapplicable). Notwithstanding the aforesaid, above and without any liability on any of to the Selling ShareholdersShareholder, the relevant Allottees of the Final Sold Shares shall be entitled to dividends dividends, and other corporate benefits attached to the Final Sold Shares, if any, declared by the Company or Company, after the Closing Date 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. 4.2 The Share Escrow Agent xxxxxx agrees and confirms that it the Share Escrow Agent shall have no beneficial rights and it shall not, not at any time, claim to claim, have, be entitled to or exercise any voting rights or control over or in respect of the Final 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, 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 or claim, have, be entitled to or exercise any voting rights, beneficial interest, interest or control over the Offered Shares. 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 in relation to their Final 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 Final Offered Shares to any person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and this Agreement.
4.3 The Parties hereby agree that notwithstanding anything stated in this Agreement and/or in any other agreement, 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 demat account of the Allottees on the Closing Date 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 pursuant to Clause 5 and / or Clause 9 of this Agreement, the Selling Shareholder shall continue to 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 as if no Final Offered Shares had been credited to the Escrow Demat Account 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 ShareholdersShareholder, to the extent of their Offered Shares. Furtherand, if such dividend is declared or paidpaid by the Company, it shall be released by the Company into their a bank account(s) as may be account notified in writing by the relevant Selling ShareholdersShareholder. In addition, until the Closing Date, in relation to the Offered Shares, each of the Selling Shareholders shall continue to exercise all their respective rights, including but not limited to voting rights, dividends and other corporate benefits, if any, attached to their respective Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling 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 Red Xxxxxxx Prospectus, Prospectus and or the terms of this Agreement) Prospectus (as legal and beneficial 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 Shareholderapplicable). Notwithstanding the aforesaid, above 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 such Sold Shares, if any, declared by the Company or 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 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 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, 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 Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that each of the Selling Shareholders are, and shall continue to be, the beneficial and legal owners of their respective portion of the Offered Shares until the credit of the 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 Shareholders pursuant to Section 5 or Section 9 of this Agreement, the relevant Selling Shareholder shall continue to be the owner of their respective Offered Shares or any part thereof and shall continue to enjoy the rights attached to the Offered Shares as if no Offered Shares had been credited to the Escrow Demat Account by the relevant Selling Shareholders.
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 Shareholders, 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 their respective bank account(s) as may be notified in writing by the each Selling ShareholdersShareholder. 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 Shareholders Shareholder shall, severally and not jointly, continue to be the beneficial and legal owner of their the respective portion of the Offered SharesShares and exercise severally, continue to exercise and not jointly, all their respective rights in relation to its their respective portion of the Offered Shares, including, without limitation, the voting rights rights, dividends and other corporate benefits, if any, attached to such respective Offered Shares and enjoy any related benefitsShares. During the period that the Offered Shares are held in the Escrow Demat Account, each of the Selling 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial 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 benefits attached to the Final Sold Shares, if any, declared by the Company after the Closing Date subject to Applicable Law and such Final Sold Shares shall rank pari passu with the Equity Shares.
4.3. The Share Escrow Agent xxxxxx agrees and confirms that it shall have no rights 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 or in respect of the Offered Shares, as applicable, other than as provided for in this Agreement.
4.4. Notwithstanding anything stated herein and/or in any other agreement, the Parties hereby agree that 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 (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 each of the respective Selling Shareholders’ Demat Account, as applicable pursuant to Clauses 3.1, 5.2, 5.4, 5.5,5.6, 5.7 5.5 and 5.6 and Clause 9 of this Agreement, the each such Selling Shareholders Shareholder shall continue to have complete legal and beneficial ownership of such Offered Shares credited back to each of the respective 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 ShareholderShareholders.
4.5. Notwithstanding the aforesaid, The rights and without any liability on any obligations of each of the Selling ShareholdersParties under this Agreement and the representations, the relevant Allottees warranties, undertakings and covenants provided by each of the Final Sold Shares Parties are several (and not joint or joint and several) and none of the Parties shall be entitled to dividends and responsible or liable, directly or indirectly, for any acts or omissions of any other corporate benefits attached to the Final Sold Shares, if any, declared by the Company or after the Closing Date subject to Applicable LawParty.
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, 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 to the credit of the respective Selling Shareholders, to the extent of their Offered Shares. FurtherShareholder and, if such dividend is declared or paidpaid by the Company, it shall be released by the Company into their a bank account(s) as may be account notified in writing by the Selling ShareholdersShareholder. In addition, until the Closing Date, in relation to the Offered Shares, the Selling Shareholder shall continue to exercise its rights, including voting rights, dividends and other corporate benefits if any, attached to the Offered Shares until the Sold Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial 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, above and without any liability on any of the Selling ShareholdersShareholder, the relevant Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefits attached to the Final such Sold Shares, if any, declared by the Company or 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 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 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 or claim, have, be entitled to or exercise any voting rights, beneficial interest, interest or control over the Offered Shares.
4.3 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 Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling Shareholder pursuant to Section 5 and 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 as if no Equity Shares had been credited to the Escrow Demat Account 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 Shareholders, 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 their respective bank account(s) as may be notified in writing by the each Selling ShareholdersShareholder. 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 Shareholders shallShareholder shall severally and not jointly, continue to be the beneficial and legal owner of their respective portion of the Offered Shares, continue to exercise 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 such respective Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, each of the Selling 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial holders of their respective proportion of the Offered Shares, to be carried out relating to their respective 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 benefits attached to the Final Sold Shares, if any, declared by the 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 beneficial rights and it shall not, not at any time, claim to 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 claim, have, be entitled to or exercise any voting rights, beneficial interest, interest or control over the Offered Shares as applicable.
4.3. The Parties hereby agree that 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 Shareholders’ Demat Account, as applicable pursuant to Clauses 3.3, 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to have complete legal and beneficial ownership of such Offered Shares credited back to respective 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 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 of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares. FurtherShares and, if such dividend is declared or paid, it shall be released by the Company into their the respective bank account(s) accounts of the Selling Shareholders, as may be notified in writing by the respective Selling Shareholders. In addition, in relation to the Offered Shares, each of the Selling Shareholdersshall, severally 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 their respective Offered Shares, and enjoy any related benefits, until the such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date. Notwithstanding the aforesaid, and without any liability of the Selling Shareholders, the Selling Shareholders shall, continue Allottees of the Sold Shares shall be entitled to be dividends and other corporate benefits attached to the beneficial and legal owner of their Offered Shares, continue if any, declared by the Company after the Closing Date, subject to exercise all their Applicable Law and such Sold Shares shall rank pari passu to the Equity Shares.
4.2 The Share Escrow Agent hereby agrees and confirms that the Share Escrow Agent shall have no rights in relation respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent hereby agrees and undertakes that the Share Escrow Agent shall not at any time, claim or be entitled to its Offered Shares, including, without limitation, the or exercise any voting rights attached to such or control over the Offered Shares and enjoy it shall not at any related benefitstime, whether during a claim for breach of this Agreement or not, claimor be entitled to or exerciseany voting rights, beneficial interest or control over the Offered Shares. During 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 shall, severally and not jointly, be entitled to give any instructions in respect of any corporate actions (not 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 on the Lien in favor of any Person or transferring such Offered Shares or being in the nature of a Transferto any Person, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, the Prospectus and the terms of this Agreement) .
4.3 The Parties hereby agree that notwithstanding anything stated in this Agreement and/or in any other agreement, 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 demat accounts of the Allottees on the Closing Date as legal and beneficial holders of their Offered Shares, to be carried out relating to their Offered Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to each of the respective Selling Shareholders’ Demat Account, as applicable Shareholders pursuant to Clauses 3.1, 5.2, 5.4, 5.5,5.6, 5.7 Clause 5 and Clause 9 of this Agreement, the each such Selling Shareholders Shareholder shall continue to have complete be the legal and beneficial ownership owner of such its respective portion of the Offered Shares credited back to each of the Selling Shareholders’ Demat Account (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been transferred credited to the Escrow Demat Account by such Selling Shareholder. .
4.4 Notwithstanding anything contained to the aforesaidcontrary in this Agreement, (i) the rights and without the obligations of the Parties hereunder shall be several and not joint and any liability on 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, the relevant Allottees of the Final Sold Shares Shareholders under this Agreement are several and not joint; and (iii) no Party shall be entitled to dividends and other corporate benefits attached to the Final Sold Shares, if any, declared liable for any default by the Company or after the Closing Date subject to Applicable Law.
4.2another Party. 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 Notwithstanding anything contained in this Agreement. The Share Escrow Agent xxxxxx agrees and undertakes that it , no Party 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.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 Shareholders, to the extent of their respective portion of the Offered Shares. Further, and, if such dividend is declared or paid, it shall be released by the Company into their respective bank account(s) as may be notified in writing by the respective Selling Shareholders. In addition, until the such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the each Selling Shareholders shall, Shareholder shall continue to be be, the beneficial and legal owner of their respective Offered SharesShares and shall exercise, continue to exercise severally and not jointly, all their respective rights in relation to its 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 demat 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 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 creating a lien on the Offered Shares or being in the nature of a Transfer, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) ), as legal and beneficial holders of their Offered Shares, to be carried out relating to their respective proportion of the Offered Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to each of the respective Selling Shareholders’ Shareholder’s Demat Account, as applicable Account pursuant to Clauses 3.1Clause 3, 5.2, 5.4, 5.5,5.6, 5.7 Clause 5 and Clause 9 of this Agreement, the each such Selling Shareholders Shareholder shall continue to have complete be the legal and beneficial ownership owner of such its respective portion of the Offered Shares credited back to each of the Selling Shareholders’ Demat Account (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares as if no such Offered Shares had not been transferred credited 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 benefits attached to the Final Sold Shares, if any, declared by the Company or 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 beneficial 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 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 claim, have, be entitled to or exercise any voting rights, title, beneficial interest, interest or control 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 Account, any dividend (including any interim dividend) declared or paid on the Offered Shares shall be credited to the credit of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares. FurtherShares and, if such dividend is declared or paid, it shall be released by the Company into their a bank account(s) account, as may be notified in writing by the respective Selling Shareholders. In addition, in relation to the respective Offered Shares, each of the Selling Shareholders shall continue to exercise all their respective rights, including voting rights attached to its Offered Shares, and enjoy any related benefits, until the such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling 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 Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial 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 Shareholdersabove, the relevant Allottees of the Final Sold Shares shall be entitled to dividends (including any interim dividend) and other corporate benefits attached to the Final Sold Offered Shares, if any, declared by the Company or 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 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 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 claim, have, or be entitled to or exercise any voting rights, beneficial interest, 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 The Parties hereby agree that notwithstanding anything stated in this Agreement and/or in any other agreement, 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 demat accounts of the Allottees on the Closing Date as Sold Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to 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 no Offered Shares had been credited to the Escrow Demat Account by such Selling Shareholder.
Appears in 1 contract
Samples: Share Escrow Agreement