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 respective portion of the Offered Shares, and, if paid, shall be released by the Company into their respective bank account(s) as may be notified in writing by the respective Selling Shareholder. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall continue to be, the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date. 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 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 Lien in favor of any person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered 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. 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 to Equity Shares of the Company. 4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ 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 other Party.
Appears in 1 contract
Sources: 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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.
4.1 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, and. 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 each Selling Shareholder. In addition, until such the respective portion of the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall shall, severally and not jointly, continue to be, be the beneficial and legal owner of their the respective portion of the Offered Shares and shall exerciseexercise severally, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights rights, dividends and other corporate benefits, if any, attached to such respective Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing DateShares. The Parties agree that during 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 (not creating a lien on 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 Lien in favor of any person or transferring such Offered Shares to any Personor being in the nature of a Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the terms of this Agreement. The Parties further agree that, if ) as legal and beneficial holders of their respective proportion of the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its carried out relating to their 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 ShareholderShares. 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, Date subject to Applicable Law and such Final Sold Shares shall rank pari-pari passu to with the Equity Shares of the CompanyShares.
4.2 4.3. The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, not at any time, including but not limited towhether during a claim for breach of this Agreement or not, claim to claim, have, be entitled to or exercise any voting rights rights, beneficial interest or Control control over or in respect of the Offered Shares 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 Share 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 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 Agent ▇▇▇▇▇▇ agrees Demat Account by such Selling Shareholders.
4.5. The rights and undertakes that it shall not at any
4.3 All obligations of each of the Parties hereunder shall be under this Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties are several (and not joint or joint and no party several) and none of the Parties shall be responsible or liable, directly or indirectly, for the obligations any acts or omissions of any other Party.
Appears in 1 contract
Sources: 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 Promoter Selling Shareholders, to the extent of their respective portion of the Offered Shares, and, if paid, shall be released by the Company into their respective bank account(s) as may be notified in writing by the respective Promoter Selling ShareholderShareholders. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Promoter Selling Shareholder shall continue to be, the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date. The Parties agree that during the period that the Offered Shares are held in the Escrow Demat Account, each of the Promoter 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 provided however, that no corporate action, including any corporate action initiated or proposed by (not being in the Company will be given effect to, if it results in or has the effect nature of creating Lien in favor of any person or transferring such Offered Shares to any Persona Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement), as legal and beneficial holders of their respective proportion of the Offered Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Promoter Selling Shareholders Shareholder’s Demat Account pursuant to Clause 3, 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 enjoy the rights attached to such Offered Shares as if no such Offered Shares had not been credited to the Escrow Demat Account by such Promoter Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Promoter 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 to Equity Shares of the Company.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it shall not at any
4.3 All obligations 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 Parties hereunder shall be several and not joint and no party shall be responsible for the obligations of any other PartyOffered Shares.
Appears in 1 contract
Sources: 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 (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, Shares and, if paid, shall be released by the Company into their respective a bank account(s) account, as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until such Offered Shares are credited in relation to the demat accounts respective Offered Shares, each of the Allottees on the Closing Date, each Selling Shareholder Shareholders shall continue to be, the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, exercise all their respective rights in relation to their respective portion of the Offered Sharesrights, including, without limitation, the including voting rights attached to such its Offered Shares Shares, and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date. Notwithstanding the above, the Allottees of the Sold Shares shall be entitled to dividends (including any interim dividend) and other corporate benefits attached to the Offered Shares, if any, declared by the Company after the Closing Date, subject to Applicable Law.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that the Share Escrow Agent shall not at any time, claim, have, or be entitled to or exercise any voting rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim, have, or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions in relation to their respective Offered Shares, such as voting in any shareholders shareholders’ meeting until the Closing Date provided Date; provided, however, that no corporate action, including any corporate action initiated or proposed 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 Person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ 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 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been credited to the Escrow Demat Account by such Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate 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 to Equity Shares of the Company.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ 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 other Party.
Appears in 1 contract
Sources: 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 Shareholders, to the extent of their respective portion of the Offered SharesShareholder, and, if paidpaid by the Company, shall be released by the Company into their respective a bank account(s) as may be account notified in writing by the respective relevant Selling Shareholder. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall continue to be, the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, includingeach of the Selling Shareholders shall continue to exercise all their respective rights, without limitationincluding but not limited to voting rights, the voting rights dividends and other corporate benefits, if any, attached to such 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, in accordance with the Red ▇▇▇▇▇▇▇ Prospectus or the Prospectus (as applicable). Notwithstanding the above and without any liability on any of the Selling Shareholders, the Allottees of the Sold Shares shall be entitled to dividends and other corporate benefits attached to such Sold Shares, if any, declared by the Company after the Closing Date, subject to Applicable Law and such Sold Shares shall rank pari passu with the Equity Shares.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall have no rights in respect of the Offered Shares. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders shall be entitled to give any instructions (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 shareholders’ meeting until the Closing Date Date, provided howeverhowever that, that no corporate action, including any corporate action initiated or proposed by the Company Company, will be given effect to, to if it results in or has the effect of creating a Lien in favor of any person Person or transferring Transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. Further, the Escrow Agent ▇▇▇▇▇▇ 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 respective Selling Shareholders pursuant to Clause 3, Clause Section 5 and Clause or Section 9 of this Agreement, each such the relevant Selling Shareholder shall continue to be the legal and beneficial owner of its their respective portion of the Offered Shares (or any part thereof) thereof and shall continue to enjoy the rights attached to such the Offered Shares as if no Offered Shares had been credited to the Escrow Demat Account by such Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the relevant 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 to Equity Shares of the Company.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ 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 other Party.
Appears in 1 contract
Sources: 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 Shareholders, to the extent of their respective portion of the Offered SharesShareholder, and, if paidpaid by the Company, shall be released by the Company into their respective a bank account(s) as may be account notified in writing by the respective relevant Selling Shareholder. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall continue to be, the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, includingeach of the Selling Shareholders shall continue to exercise all their respective rights, without limitationincluding but not limited to voting rights, the voting rights dividends and other corporate benefits, if any, attached to such 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 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 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 Lien in favor of any person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus or the Prospectus and this Agreement. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered 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 Shareholderapplicable). Notwithstanding the aforesaid, above 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 such Sold Shares, if any, declared by the Company after the Closing Date, subject to Applicable Law and such Final Sold Shares shall rank pari-pari passu to with the Equity Shares of the CompanyShares.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it the Share Escrow Agent shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ 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 anyany time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, the Selling Shareholders shall be entitled to give any instructions, in respect of any corporate actions in relation to their respective Offered Shares, as the legal and beneficial holders of their respective portion of the Offered Shares, such as voting in any shareholders’ meeting until the Closing Date, provided however that, no corporate action will be given effect to if it results in or has the effect of creating a Lien in favor of any Person or transferring such Offered Shares to any Person, except pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement.
4.3 All obligations 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 hereunder 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 several the owner of their respective Offered Shares or any part thereof and not joint and shall continue to enjoy the rights attached to the Offered Shares as if no party shall be responsible for Offered Shares had been credited to the obligations of any other PartyEscrow Demat Account by the relevant Selling Shareholders.
Appears in 1 contract
Sources: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES. 4.1 The Promoter Selling Shareholder 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 Equity Shares to be offered by the Promoter Selling Shareholder, in the instance the Red ▇▇▇▇▇▇▇ 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 Promoter Selling Shareholder and the Book Running Lead Managers 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 in a form as set out in Schedule E, debit the Offered Shares from the Escrow Demat Account and credit such Offered Shares into the Promoter Selling Shareholder Demat Account immediately upon receipt of such instruction, in terms of this Agreement. Once the Offered Shares are credited back to the Promoter Selling Shareholder Demat Account, if the Company and the Promoter Selling Shareholder, jointly and not severally, desire to file the Red ▇▇▇▇▇▇▇ Prospectus with the RoC and a new Deposit Date is determined, the Promoter Selling Shareholder shall debit the Offered Shares from the Promoter Selling Shareholder Demat Account 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 Promoter Selling Shareholder in consultation with the Book Running Lead Managers.
4.1 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 Promoter Selling Shareholders, to the extent of their respective portion of the Offered SharesShareholder, and, if paidpaid by the Company, shall be released by the Company into their respective a bank account(s) as may be account notified in writing by the respective Promoter Selling Shareholder. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each the Promoter Selling Shareholder shall continue to exercise all of its rights, including but not limited to voting rights attached to its Offered Shares, and enjoy any related benefits such as, dividends, and other corporate benefits if any, attached to the Offered Shares. Notwithstanding the above and without any liability on the Promoter Selling Shareholder, the Allottees of the Sold Shares shall be entitled to dividends and other corporate benefits attached to such Sold Shares, if any, declared by the Company after the Closing Date, subject to Applicable Law. Notwithstanding anything stated in this Agreement, such Sold Shares shall rank pari passu with the Equity Shares.
4.3 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ 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
4.4 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 their respective its Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date. 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 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 Lien in favor of any person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Promoter Selling Shareholders Shareholder Demat Account pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such the 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 enjoy the rights attached to such Offered Shares as if no Offered Shares had been credited to the Escrow Demat Account by such the Promoter Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate 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 to Equity Shares of the Company.
4.2 4.5 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect obligations of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it shall not at any
4.3 All obligations each of the Parties hereunder shall be 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 no party several) and none of the Parties shall be responsible or liable, directly or indirectly, for the obligations any acts or omissions of any other Party.
Appears in 1 contract
Sources: 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 Shareholders, to the extent of their respective portion of the Offered Shares, andShareholder. Further, if such dividend is paid, it shall be released by the Company into their respective the bank account(s) account as may be notified in writing by the respective Promoter Selling Shareholder. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each the Promoter Selling Shareholder shall continue to be, be the beneficial and legal owner of their respective the Offered Shares and shall exercise, severally and not jointly, exercise all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights rights, dividends and other corporate benefits 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 DateShares. The Parties agree that during During the period that the Offered Shares are held in the Escrow Demat Account, each of the Promoter Selling Shareholders Shareholder 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 (not creating a lien on 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 Lien in favor of any person or transferring such Offered Shares to any Personor being in the nature of a Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the terms of this Agreement. The Parties further agree that, if ) as legal and beneficial holder of the Offered Shares, or any part thereof, are credited back to be carried out relating to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered 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 ShareholderShares. Notwithstanding the aforesaid, and without any liability on any of the Promoter Selling ShareholdersShareholder, 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, Date subject to Applicable Law and such Final Sold Shares shall rank pari-passu to Equity Shares of the CompanyLaw.
4.2 4.2. The Share Escrow Agent ▇▇▇▇▇▇ agrees hereby agrees, confirms and confirms undertakes that it shall (i) have no rights and it shall not, not at any time, including but not limited toclaim, claim to have, be entitled to or exercise any voting rights or Control beneficial interest or control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees ; and undertakes that it shall (ii) not at anyany 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 4.3. All obligations of the Parties hereunder shall be several and not joint and no party Party shall be responsible for the obligations of any other Party.
4.4. 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 its Offered Shares until the transfer and Allotment of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Promoter Selling Shareholder’s Demat Account, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, the Promoter Selling Shareholder shall continue to have complete legal and beneficial ownership of such Offered Shares credited back to the Promoter Selling Shareholder’s Demat Account and shall continue to enjoy the rights attached to such Offered Shares as if no such Offered Shares had not been credited to the Escrow Demat Account by the Promoter Selling Shareholder.
Appears in 1 contract
Sources: 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 Shareholders, to the extent of their respective portion of the Offered Shares, and, if paid, shall be released by the Company into their respective bank account(s) as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall continue to be, the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date. 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 provided however, that no corporate action, including any corporate action initiated or proposed by (not being in the Company will be given effect to, if it results in or has the effect nature of creating Lien in favor of any person or transferring such Offered Shares to any Persona Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement), as legal and beneficial holders of their respective proportion of the Offered Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders Shareholder’s Demat Account pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares as if no such Offered Shares had not been credited to the Escrow Demat Account by such Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate 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 to Equity Shares of the Company.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it shall not at any
4.3 All obligations 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 Parties hereunder shall be several and not joint and no party shall be responsible for the obligations of any other PartyOffered Shares.
Appears in 1 contract
Sources: 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 credited to the credit of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares, Shares and, if paid, shall be released by the Company into their respective a bank account(s) account, as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until such Offered Shares are credited in relation to the demat accounts Offered Shares, each of the Allottees on the Closing DateSelling Shareholders shall, each Selling Shareholder shall severally and not jointly, continue to be, be the beneficial and legal owner of their the respective portion of the Offered Shares and shall exercise, severally and not jointly, continue to exercise all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the including but not limited to voting rights and dividends, attached to such its Offered Shares Shares, and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date. Notwithstanding the above, and without any liability on the Selling Shareholders, the Allottees of the Sold Shares shall be entitled to dividends and other corporate benefits attached to such Sold Shares, if any, declared by the Company after the Closing Date, subject to Applicable Law. Notwithstanding anything stated in this Agreement, such Sold Shares shall rank pari passu to the Equity Shares.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall have no rights in respect of the Offered Shares. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that the Share Escrow Agent shall not at any time, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders Shareholders, severally and not jointly, 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 shareholders’ meeting until the Closing Date 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 Lien an Encumbrance in favor of any person Person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ 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 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to have full, unencumbered title and enjoy the all rights attached to such Offered Shares as if no Offered Shares had been credited to the Escrow Demat Account by such Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate 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 to Equity Shares of the Company.
4.2 4.4 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect obligations of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it shall not at any
4.3 All obligations each of the Parties hereunder shall be under this Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties are several (and not joint or joint and no party several) and none of the Parties shall be responsible or liable, directly or indirectly, for the any acts or omissions or obligations of any other Party.
Appears in 1 contract
Sources: 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 Shareholders, to the extent of their respective portion of the Offered Shares, andShareholder. Further, if such dividend is paid, it shall be released by the Company into their respective the bank account(s) account as may be notified in writing by the respective Promoter Selling Shareholder. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each the Promoter Selling Shareholder shall continue to be, be the beneficial and legal owner of their respective the Offered Shares and shall exercise, severally and not jointly, exercise all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights and other corporate benefits 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 DateShares. The Parties agree that during During the period that the Offered Shares are held in the Escrow Demat Account, each of the Promoter Selling Shareholders Shareholder 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 (not creating a lien on 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 Lien in favor of any person or transferring such Offered Shares to any Personor being in the nature of a Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the terms of this Agreement. The Parties further agree that, if ) as legal and beneficial holder of the Offered Shares, or any part thereof, are credited back to be carried out relating to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered 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 ShareholderShares. Notwithstanding the aforesaid, and without any liability on any of the Promoter Selling ShareholdersShareholder, 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, Date subject to Applicable Law and such Final Sold Shares shall rank pari-passu to Equity Shares of the CompanyLaw.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement4.2. The Share Escrow Agent ▇▇▇▇▇▇ agrees agrees, confirms and undertakes that it shall (i) have no rights and it shall not at anyany time, claim, have, be entitled to or exercise any voting rights or control over or in respect of the Offered Shares; and (ii) 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 4.3. All obligations of the Parties and the representations, warranties, undertakings and covenants provided by each of the Parties are several hereunder shall be several and not joint and no party 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 the Promoter Selling Shareholder is, and shall continue to be, the beneficial and legal owner of its Offered Shares until the transfer and Allotment of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Promoter Selling Shareholder’s Demat Account, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, the Promoter Selling Shareholder shall continue to have complete legal and beneficial ownership of such Offered Shares credited back to the Promoter Selling Shareholder’s Demat Account and shall continue to enjoy the rights attached to such Offered Shares as if no such Offered Shares had not been credited to the Escrow Demat Account by the Promoter Selling Shareholder.
Appears in 1 contract
Sources: 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 Promoter Selling Shareholders, to the extent of their respective portion of the Offered Shares, Shareholder and, if paid, shall be released by into the Company into their respective bank account(s) account of the Promoter Selling Shareholder as may be notified in writing by the respective Promoter Selling Shareholder. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each the Promoter Selling Shareholder shall continue to be, the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective exercise its rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such the Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing DateShares. The Parties agree that during During the period that the Offered Shares are held in the Escrow Demat Account, each of the Promoter Selling Shareholders Shareholder shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions (not being in relation to their respective Offered Shares, such as voting in any shareholders meeting until the 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 nature of creating Lien in favor of any person or transferring such Offered Shares to any Persona Transfer, except Transfer pursuant to the Offer in accordance with the terms of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and or this Agreement. The Parties further agree that), if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the as 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 ShareholderShares. 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 Sharesbenefits, if any, declared by the Company after the Closing Date, Date subject to Applicable Law and such Final Sold Shares shall rank pari-passu to the Equity Shares of the CompanyShares.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it shall not at anyany time, whether during a claim for breach of this Agreement or not, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3 All obligations of the Parties hereunder shall be several and not joint and no party 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
Sources: 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 Shareholders for their respective portion of the Offered Shares, and. Further, if such dividend is paid, it shall be released by the Company into their respective the bank account(s) account as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until such the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each of the Selling Shareholder Shareholders shall continue to be, be the beneficial and legal owner of their respective portion of the Offered Shares and shall exercise, severally and not jointly, exercise all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing DateShares. The Parties agree that during During the period that the Offered Shares are held in the Escrow Demat Account, each of the respective Selling Shareholders shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions in relation to (not creating a lien on their respective Offered Shares, such as voting in any shareholders meeting until portion of 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 Lien in favor of any person or transferring such Offered Shares to any Personor being in the nature of a Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 terms of this Agreement, each such Selling Shareholder shall continue to be the ) as legal and beneficial owner holders of its their respective portion of the Offered Shares (or any part thereof) and shall continue Shares, to enjoy the rights attached to such Offered Shares as if no Offered Shares had been credited be carried out relating to the Escrow Demat Account by such Selling ShareholderOffered 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, Date subject to Applicable Law Law. Notwithstanding anything stated in this Agreement, and without any liability on any of the Selling Shareholders, such Final Sold Shares shall rank pari-pari passu to with the existing Equity Shares of the CompanyShares.
4.2 4.2. The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, not at any time, including but not limited toclaim, claim to have, 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 ▇▇▇▇▇▇ hereby agrees and undertakes that it shall not at anyany 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 4.3. All obligations of the Parties hereunder shall be several and not joint and no party Party shall be responsible for the obligations of any other Party.
4.4. 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 their respective Offered Shares until the transfer and Allotment of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder’s Demat Account, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, the Selling Shareholders shall continue to have complete legal and beneficial ownership of such Offered Shares credited back to the respective Selling Shareholder’s Demat Account and shall continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been transferred to the Escrow Demat Account by such Selling Shareholders.
Appears in 1 contract
Sources: 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, Shares and, if paid, shall be released by the Company into their respective a bank account(s) account, as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until such Offered Shares are credited in relation to the demat accounts Offered Shares, each of the Allottees on the Closing Date, each Selling Shareholder Shareholders shall continue to be, be the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their the respective portion of the Offered SharesShares and exercise all their respective rights, including, without limitation, the including voting rights attached to such its Offered Shares Shares, and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing DateDate as Sold Shares. The Parties agree that during Notwithstanding the period that above, and without any liability on the Offered Shares are held in Selling Shareholders, the Escrow Demat Account, each Allottees of the Selling Shareholders Sold Shares shall be entitled to give any instructions (severally dividends and not jointly) in respect of any other corporate actions in relation benefits attached to their respective the Offered Shares, such as voting in any shareholders meeting until the Closing Date provided howeverif any, that no corporate action, including any corporate action initiated or proposed declared by the Company will be given effect toafter the Closing Date, if it results subject to Applicable Law. Notwithstanding anything stated in or has the effect of creating Lien in favor of any person or transferring this Agreement, such Offered Sold Shares to any Person, except Transfer pursuant shall rank pari passu to the Offer in accordance with the Red ▇Equity Shares.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ Prospectusagrees and confirms that the Share Escrow Agent shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that the Share Escrow Agent shall not at any
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 Prospectus beneficial and this Agreementlegal 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 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been credited to the Escrow Demat Account by such Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate 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 to Equity Shares of the Company.
4.2 4.4 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect obligations of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it shall not at any
4.3 All obligations each of the Parties hereunder shall be 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 no party several) and none of the Parties shall be responsible or liable, directly or indirectly, for the obligations any acts or omissions of any other Party.
Appears in 1 contract
Sources: 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 Shareholders, to the extent of their respective portion of the Offered SharesShareholder, and, if paidpaid by the Company, shall be released by the Company into their respective a bank account(s) as may be account notified in writing by the respective relevant Selling Shareholder. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall continue to be, the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, includingeach of the Selling Shareholders shall continue to exercise all their respective rights, without limitationincluding but not limited to voting rights, the voting rights dividends and other corporate benefits, if any, attached to such 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 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 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 Lien in favor of any person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus or the Prospectus and this Agreement. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered 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 Shareholderapplicable). Notwithstanding the aforesaid, above 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 such Sold Shares, if any, declared by the Company after the Closing Date, subject to Applicable Law and such Final Sold Shares shall rank pari-pari passu to with the Equity Shares of the CompanyShares.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it the Share Escrow Agent shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ 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 anyany time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, the Selling Shareholders shall be entitled to give any instructions, severally and not jointly, in respect of any corporate actions in relation to their respective Offered Shares, as the legal and beneficial holders of their respective portion of the Offered Shares, such as voting in any shareholders’ meeting until the Closing Date, provided however that, no corporate action will be given effect to if it results in or has the effect of creating a Lien in favor of any Person or transferring such Offered Shares to any Person, except pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement.
4.3 All obligations 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 hereunder 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 several the owner of their respective Offered Shares or any part thereof and not joint and shall continue to enjoy the rights attached to the Offered Shares as if no party shall be responsible for Offered Shares had been credited to the obligations of any other PartyEscrow Demat Account by the relevant Selling Shareholders.
Appears in 1 contract
Sources: 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 credited to the credit of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares, Shares and, if paid, shall be released by the Company into their respective a bank account(s) ), as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until such Offered Shares are credited in relation to the demat accounts Offered Shares, each of the Allottees on the Closing DateSelling Shareholders shall, each Selling Shareholder shall severally and not jointly, continue to be, be the beneficial and legal owner of their the respective portion of the Offered Shares and shall exercise, severally and not jointly, continue to exercise all their respective rights in relation to their respective portion of the Offered Shares, includingincluding but not limited to voting rights, without limitationdividends and other corporate benefits, the voting rights if any, attached to such its Offered Shares Shares, and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date. Notwithstanding the above, and without any liability on the Selling Shareholders, the Allottees of the Sold Shares shall be entitled to dividends and other corporate benefits attached to the Offered Shares, if any, declared by the Company after the Closing Date, subject to Applicable Law. Notwithstanding anything stated in this Agreement, such Sold Shares shall rank pari passu to the Equity Shares.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that the Share Escrow Agent shall not at any time, claim or be entitled to or exercise any voting rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders Shareholders, severally and not jointly, shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions in relation to their respective portion of Offered Shares, such as voting in any shareholders shareholders’ meeting until the Closing Date Date; provided however, that no corporate action, including any corporate action initiated or proposed provided by the Company will be given effect to, if it results in or has the effect of creating Lien an Encumbrance in favor of any person Person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent ▇▇▇▇▇▇ 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 further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders Shareholders’ Demat Accounts pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to 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. 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 to Equity Shares of the Company.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ 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 other Party.
Appears in 1 contract
Sources: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES.
4.1 4.1. The Parties agree that during the period that its respective portion of 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 Selling Shareholders, to the extent of their its respective portion of the Offered Shares, and. Further, if such dividend is declared or paid, it shall be released by the Company into their the respective bank account(s) as may be notified in writing by each of the respective Selling ShareholderShareholders. In addition, until such its respective portion of the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall severally and not jointly, continue to be, be the beneficial and legal owner of their its respective portion of the Offered Shares and shall exercisecontinue to exercise severally, severally and not jointly, all their the respective rights in relation to their its respective portion of the Offered Shares, including, without limitation, the voting rights rights, dividends and corporate benefits attached to such 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 Parties agree that during 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 including voting in any shareholders shareholders’ meeting until the Closing Date provided howeverDate, that no corporate action, including any corporate action initiated or proposed by in accordance with Applicable Law (not creating a lien on its respective portion of the Company will be given effect to, if it results in or has the effect of creating Lien in favor of any person or transferring such Offered Shares to any Personor being in the nature of a Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the terms of this Agreement) as legal and beneficial holders of its respective proportion of the Offered Shares, to be carried out relating to its respective Offered Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the its respective Selling Shareholders Shareholders’ Demat Account, as applicable pursuant to Clause Clauses 3, Clause 5 5.2, 5.4, 5.5, 5.6 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the have complete legal and beneficial owner ownership of its respective such portion of the Offered Shares (or any part thereof) credited back to respective Selling Shareholders’ 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 credited transferred to the Escrow Demat Account by such Selling ShareholderShareholders. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, 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 after the Closing Date, Date subject to Applicable Law and such Final Sold Shares shall rank pari-passu to Equity Shares of the CompanyLaw.
4.2 4.2. The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control control over or in respect of the Offered Shares other than as provided for to the extent of debit of the Offered Shares in terms of this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it shall not at any
4.3 All obligations 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 Parties hereunder shall be several and not joint and no party shall be responsible for the obligations of any other PartyOffered Shares.
Appears in 1 contract
Sources: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES.
4.1 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, and. Further, if such dividend is paid, it shall be released by the Company into their respective bank account(s) as may be notified in writing by the respective each Selling Shareholder. In addition, until such the respective portion of the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall severally and not jointly, continue to be, be the beneficial and legal owner of their respective portion of the Offered Shares and shall exerciseShares, severally continue to exercise severally, and not jointly, all their respective rights in relation to their its respective portion of the Offered Shares, including, without limitation, the voting rights attached to such 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 Parties agree that during 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 (not creating a lien on 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 Lien in favor of any person or transferring such Offered Shares to any Personor being in the nature of a Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the terms of this Agreement. The Parties further agree that, if ) as legal and beneficial holders of their respective proportion of the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its carried out relating to their 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 ShareholderShares. 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, Date subject to Applicable Law and such Final Sold Shares shall rank pari-passu to Equity Shares of the CompanyLaw.
4.2 4.2. The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, not at any time, including but not limited toclaim, claim to have, 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 ▇▇▇▇▇▇ agrees and undertakes that it shall not at anyany time, whether during a claim for breach of this Agreement or not, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares as applicable.
4.3 All obligations 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 hereunder 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 be several continue to have complete legal and not joint 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 party shall be responsible for Offered Shares had been transferred to the obligations of any other PartyEscrow Demat Account by such Selling Shareholders.
Appears in 1 contract
Sources: 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 respective portion of the Offered Shares, and. Further, if such dividend is paid, it shall be released by the Company into their respective bank account(s) account as may be notified in writing by the respective Selling Shareholder. In addition, until such the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall continue to be, be the beneficial and legal owner of their respective the Offered Shares and shall exercise, severally and not jointly, all their respective the rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing DateShares. The Parties agree that during During the period that the Offered Shares are held in the Escrow Demat Account, each of the Promoter Selling Shareholders Shareholder 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 (not creating a lien on 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 Lien in favor of any person or transferring such Offered Shares to any Personor being in the nature of a Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the terms of this Agreement. The Parties further agree that, if ) as legal and beneficial holder of the Offered Shares, or any part thereof, are credited back to be carried out relating to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered 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 ShareholderShares. Notwithstanding the aforesaid, and without any liability on any of the Promoter Selling ShareholdersShareholder, 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, Date subject to Applicable Law and such Final Sold Shares shall rank pari-passu to Equity Shares of the CompanyLaw.
4.2 4.2. The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, not at any time, including but not limited toclaim, claim to have, 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 ▇▇▇▇▇▇ hereby agrees and undertakes that it shall not at anyany 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 4.3. All obligations of the Parties hereunder shall be several and not joint and no party Party shall be responsible for the obligations of any other Party.
4.4. 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 and Allotment of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the Promoter Selling Shareholder’s Demat Account, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, Selling Shareholder shall continue to have complete legal and beneficial ownership of the Offered Shares credited back to thePromoter Selling Shareholder’s 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 Promoter Selling Shareholder.
Appears in 1 contract
Sources: 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, Shares and, if paid, shall be released by the Company into their respective bank account(s) ), as may be notified in writing by the respective Selling ShareholderShareholders. 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 such Offered the Sold Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall continue to be, the beneficial and legal owner Date and/or credit of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of the Unsold Shares remaining to the credit of the Escrow Demat Account in accordance with the Red ▇▇▇▇▇▇▇ 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 Company agrees and acknowledges that such Sold Shares shall rank pari passu to Equity Shares.
4.2. The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over in respect of the 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 interest or control over 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 Dateas applicable. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders Shareholders, severally and not jointly, 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 shareholders’ meeting until the Closing Date provided Date; provided, however, that no corporate action, other than in accordance with this Agreement including any corporate action initiated or proposed provided by the Company will be given effect to, if it results in or has the effect of creating a Lien in favor of any person or has the effect of transferring of such Offered Shares to any Personperson, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement.
4.3. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and / or 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 without any encumbrance continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been credited to the Escrow Demat Account by such Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate 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 to Equity Shares of the Company.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ 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 other Party.
Appears in 1 contract
Sources: 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, Shares and, if paid, shall be released by the Company into their respective a bank account(s) account, as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until such Offered Shares are credited in relation to the demat accounts Offered Shares, each of the Allottees on the Closing Date, each Selling Shareholder Shareholders shall continue to be, be the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their the respective portion of the Offered SharesShares and exercise all their respective rights, including, without limitation, the including voting rights attached to such its Offered Shares Shares, and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date as Sold Shares. Notwithstanding the above, and without any liability on 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. Notwithstanding anything stated in this Agreement, such Sold Shares shall rank pari passu to the Equity Shares.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that the Share Escrow Agent shall not at any time, claim or be entitled to or exercise any voting rights, any other rights, or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders Shareholders, severally and not jointly, 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 shareholders’ meeting until the Closing Date Date; provided however, that no corporate action, including any corporate action initiated or proposed provided by the Company will be given effect to, if it results in or has the effect of creating Lien an Encumbrance in favor of any person Person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent ▇▇▇▇▇▇ 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 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been credited to the Escrow Demat Account by such Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate 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 to Equity Shares of the Company.
4.2 4.4 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect obligations of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it shall not at any
4.3 All obligations each of the Parties hereunder shall be 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 no party several) and none of the Parties shall be responsible or liable, directly or indirectly, for the obligations any acts or omissions of any other Party.
Appears in 1 contract
Sources: 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 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, Shareholder and, if paidpaid by the Company, shall be released by the Company into their respective a bank account(s) as may be account notified in writing by the respective Selling Shareholder. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each in relation to the Offered Shares, the Selling Shareholder shall continue to beexercise its rights, including voting rights, dividends and other corporate benefits if any, attached to the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of until the Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits, until such Offered Sold Shares are credited to the demat accounts of the Allottees on the Closing Date. 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 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 Lien in favor of any person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered 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. Notwithstanding the aforesaid, above and without any liability on any of the Selling ShareholdersShareholder, the 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 after the Closing Date, subject to Applicable Law and such Final Sold Shares shall rank pari-pari passu to with the Equity Shares of the CompanyShares.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it the Share Escrow Agent shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it the Share Escrow Agent shall not at anyany 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 ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3 All obligations 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 hereunder 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 several the owner of the Offered Shares (or any part thereof) and not joint and shall continue to enjoy the rights attached to such Offered Shares as if no party shall be responsible for Equity Shares had been credited to the obligations of any other PartyEscrow Demat Account by the Selling Shareholder.
Appears in 1 contract
Sources: 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 Shareholders for the Offered Shares, and. Further, if such dividend is paid, it shall be released by the Company into their respective the bank account(s) account as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until such the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each the Selling Shareholder Shareholders shall continue to be, be the beneficial and legal owner of their respective the Offered Shares and shall exercise, severally and not jointly, exercise all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing DateShares. The Parties agree that during 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 (not creating a lien on 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 Lien in favor of any person or transferring such Offered Shares to any Personor being in the nature of a Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the terms of this Agreement. The Parties further agree that, if ) as legal and beneficial holders of the Offered Shares, or any part thereof, are credited back to be carried out relating to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered 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 ShareholderShares. 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, Date subject to Applicable Law and Law. Notwithstanding anything stated in this Agreement, such Final Sold Shares shall rank pari-pari passu to with the existing Equity Shares of the CompanyShares.
4.2 4.2. The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no beneficial rights and it shall not, not at any time, including but not limited toclaim, claim to have, 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 ▇▇▇▇▇▇ agrees and undertakes that it shall not at anyany 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 as applicable.
4.3 All obligations 4.3. 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 the Offered Shares until the Transfer and Allotment of the Offered Shares on the Closing Date. The Parties hereunder further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling Shareholders’ Demat Account, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 or Clause 9 of this Agreement, the Selling Shareholders shall be several continue to have complete legal and not joint beneficial ownership of the Offered Shares credited back to the Selling Shareholders’ Demat Account and shall continue to enjoy the rights attached to the Offered Shares as if no party shall be responsible for Offered Shares had been transferred to the obligations of any other PartyEscrow Demat Account by the Selling Shareholders.
Appears in 1 contract
Sources: 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, Shareholder and, if paid, shall be released by into the Company into their respective bank account(s) account of the Selling Shareholder as may be notified in writing by the respective Selling Shareholder. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each the Selling Shareholder shall continue to be, the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective exercise its rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such the Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing DateShares. The Parties agree that during During the period that the Offered Shares are held in the Escrow Demat Account, each of the Selling Shareholders Shareholder shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions (not being in relation to their respective Offered Shares, such as voting in any shareholders meeting until the 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 nature of creating Lien in favor of any person or transferring such Offered Shares to any Persona Transfer, except Transfer pursuant to the Offer in accordance with the terms of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and or this Agreement. The Parties further agree that), if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the as 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 ShareholderShares. 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 Sharesbenefits, if any, declared by the Company Corporation after the Closing Date, Date subject to Applicable Law and such Final Sold Shares shall rank pari-passu to Equity Shares of the CompanyLaw.
4.2 4.2. The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it shall not at anyany time, whether during a claim for breach of this Agreement or not, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3 4.3. All obligations of the Parties hereunder shall be several and not joint and no party 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
Sources: 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, and. 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 ShareholderShareholders. In addition, until such the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each the Selling Shareholder shall Shareholders shall, continue to be, be the beneficial and legal owner of their respective Offered Shares and shall exerciseShares, severally and not jointly, continue to exercise all their respective rights in relation to their respective portion of the its 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. The Parties agree that during 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 (not creating a lien on 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 Lien in favor of any person or transferring such Offered Shares to any Personor being in the nature of a Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ 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 Shareholders’ Demat Account, as applicable pursuant to Clause 3Clauses 3.1, Clause 5 5.2, 5.4, 5.5,5.6, 5.7 and Clause 9 of this Agreement, each such the Selling Shareholder Shareholders shall continue to be the have complete legal and beneficial owner ownership of its respective portion such Offered Shares credited back to each of the Offered Shares (or any part thereof) Selling Shareholders’ Demat Account and shall continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been credited 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 Law and such Final Sold Shares shall rank pari-passu to Equity Shares of the CompanyLaw.
4.2 4.2. The Share Escrow Agent ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ agrees and undertakes that it shall not at any
4.3 All obligations 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 Parties hereunder shall be several and not joint and no party shall be responsible for the obligations of any other PartyOffered Shares.
Appears in 1 contract
Sources: 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 credited to the credit of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares, Shares and, if paid, shall be released by the Company into their respective a bank account(s) account, as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall continue to be, the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, includingeach of the Selling Shareholders shall continue to exercise all their respective rights, without limitation, the including voting rights attached to such its Offered Shares Shares, and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date. Notwithstanding the above, and without any liability on the Selling Shareholders, the Allottees of the Sold Shares shall be entitled to dividends and other corporate benefits attached to the Offered Shares, if any, declared by the Company after the Closing Date, subject to Applicable Law. Notwithstanding anything stated in this Agreement, 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 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 or exercise any voting rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders Shareholders, severally and not jointly, 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 shareholders’ meeting until the Closing Date Date; provided however, that no corporate action, including any corporate action initiated or proposed provided by the Company will be given effect to, if it results in or has the effect of creating Lien an Encumbrance in favor of any person Person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ 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 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been credited to the Escrow Demat Account by such Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate 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 to Equity Shares of the Company.
4.2 4.4 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect obligations of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it shall not at any
4.3 All obligations each of the Parties hereunder shall be 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 no party several) and none of the Parties shall be responsible or liable, directly or indirectly, for the obligations any acts or omissions of any other Party.
Appears in 1 contract
Sources: 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 Promoter Selling Shareholders, to the extent of their respective portion of the Offered Shares, Shares and, if paid, shall be released by the Company into their respective a bank account(s) account, as may be notified in writing by the respective Promoter Selling ShareholderShareholders. In addition, until such Offered Shares are credited in relation to the demat accounts Offered Shares, each of the Allottees on the Closing Date, each Promoter Selling Shareholder Shareholders shall continue to be, be the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their the respective portion of the Offered SharesShares and exercise all their respective rights, including, without limitation, the including voting rights attached to such its Offered Shares Shares, and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date. 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 Date as Sold 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 Lien in favor of any person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered 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. Notwithstanding the aforesaidabove, and without any liability on any of the Promoter 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 Law. Notwithstanding anything stated in this Agreement, such Final Sold Shares shall rank pari-pari passu to the Equity Shares of the CompanyShares.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it the Share Escrow Agent shall have no rights and it shall not, not at any time, including but not limited toclaim, claim to have, 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 ▇▇▇▇▇▇ 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 anyany time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Promoter Selling Shareholders, severally and not jointly, shall be entitled to give any instructions in respect of any corporate actions in relation to their respective Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided however, that no corporate action, including any corporate action initiated or provided by the Company will be given effect to, if it results in or has the effect of creating an Encumbrance in favor of any Person or transferring such Offered Shares to any Person, except pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3 All 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 hereunder shall be 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 no party several) and none of the Parties shall be responsible or liable, directly or indirectly, for the obligations any acts or omissions of any other Party.
Appears in 1 contract
Sources: 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 credited to the credit of the respective Promoter Selling Shareholders, to the extent of their respective portion of the Offered Shares, Shares and, if paid, shall be released by the Company into their respective a bank account(s) ), as may be notified in writing by the respective Promoter Selling ShareholderShareholders. In addition, until such Offered Shares are credited in relation to the demat accounts Offered Shares, each of the Allottees on the Closing DatePromoter Selling Shareholders shall, each Selling Shareholder shall severally and not jointly, continue to be, be the beneficial and legal owner of their the respective portion of the Offered Shares and shall exercise, severally and not jointly, continue to exercise all their respective rights in relation to their respective portion of the Offered Shares, includingincluding but not limited to voting rights, without limitationdividends and other corporate benefits, the voting rights if any, attached to such its Offered Shares Shares, and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date. Notwithstanding the above, and without any liability on the Promoter Selling Shareholders, the Allottees of the Sold Shares shall be entitled to dividends and other corporate benefits attached to the Offered Shares, if any, declared by the Company after the Closing Date, subject to Applicable Law. Notwithstanding anything stated in this Agreement, such Sold Shares shall rank pari passu to the Equity Shares.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that the Share Escrow Agent shall not at any time, claim or be entitled to or exercise any voting rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Promoter Selling Shareholders Shareholders, severally and not jointly, shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions in relation to their respective portion of Offered Shares, such as voting in any shareholders shareholders’ meeting until the Closing Date Date; provided however, that no corporate action, including any corporate action initiated or proposed provided by the Company will be given effect to, if it results in or has the effect of creating Lien an Encumbrance in favor of any person Person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent ▇▇▇▇▇▇ 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 Shareholders’ Demat Accounts pursuant to Clause 3, 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. 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 to Equity Shares of the Company.
4.2 4.4 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect obligations of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it shall not at any
4.3 All obligations each of the Parties hereunder 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 several and not joint and no party shall be responsible for the obligations of liable to any other PartyParty therein.
Appears in 1 contract
Sources: Shareholder 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, and. 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 Shareholder. In addition, until such the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each the Selling Shareholder Shareholders shall continue to be, be the beneficial and legal owner of their respective portion of the Offered Shares and shall exercise, severally and not jointly, exercise all their respective its rights in relation to their respective portion of the such 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 DateShares. The Parties agree that during 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 (not creating a lien on 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 Lien in favor of any person or transferring such Offered Shares to any Personor being in the nature of a Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 terms of this Agreement, each such Selling Shareholder shall continue to be the ) as legal and beneficial owner holders of its their respective portion of the Offered Shares (or any part thereof) and shall continue Shares, to enjoy the rights attached be carried out relating to such their respective Offered Shares as if no Offered Shares had been credited to the Escrow Demat Account by such Selling ShareholderShares. 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, Date subject to Applicable Law and such Final Sold Shares shall rank pari-passu to Equity Shares of the CompanyLaw.
4.2 4.2. The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, not at any time, including but not limited toclaim, claim to have, 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 ▇▇▇▇▇▇ hereby agrees and undertakes that it shall not at anyany 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 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 hereunder further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling Shareholders’ Demat Accounts, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, the Selling Shareholders shall be several continue to have complete legal and not joint beneficial ownership of such Offered Shares credited back to the respective Selling Shareholders’ Demat Account and shall continue to enjoy the rights attached to such Offered Shares as if no party shall be responsible for Offered Shares had been transferred to the obligations of any other PartyEscrow Demat Account by such Selling Shareholder.
Appears in 1 contract
Sources: 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 credited to the credit of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares, Shares and, if paid, 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 ShareholderShareholders. In addition, until such Offered Shares are credited in relation to the demat accounts Offered Shares, each of the Allottees on the Closing DateSelling Shareholdersshall, each Selling Shareholder shall continue to beseverally and not jointly, continueto be the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of the Offered SharesShares and continue to exercise all their respective rights, including, without limitation, the including voting rights attached to such their respective Offered Shares Shares, and enjoy any related benefits, until 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 Allottees of the Sold Shares shall be entitled to dividends and other corporate benefits attached to the Offered Shares, if any, declared by the Company after the Closing Date, subject to 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 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 or exercise any voting rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claimor be entitled to or exerciseany voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders shall shall, severally and not jointly, 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 shareholders’ meeting until the Closing Date Date; provided however, that no corporate action, including any corporate action initiated or proposed 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 Person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ 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 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been credited to the Escrow Demat Account by such Selling Shareholder. .
4.4 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 anything contained 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 to Equity Shares of the Company.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for contrary in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees , (i) the rights and undertakes that it shall not at any
4.3 All the obligations of the Parties hereunder shall be several and not joint and no party any Selling Shareholder shall not be responsible liable for the obligations of the Company or the Share Escrow Agent or the other Selling Shareholders, as the case may be; (ii) the rights and obligations of each of the Selling Shareholders under this Agreement are several and not joint; and (iii) no Party shall be liable for any other default by another Party.. Notwithstanding anything contained in this Agreement, no Party shall be responsible
Appears in 1 contract
Sources: 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 credited to the credit of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares, Shares and, if paid, shall be released by the Company into their respective a bank account(s) ), as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until such Offered Shares are credited in relation to the demat accounts Offered Shares, each of the Allottees on the Closing DateSelling Shareholders shall, each Selling Shareholder shall severally and not jointly, continue to be, be the beneficial and legal owner of their the respective portion of the Offered Shares and shall exercise, severally and not jointly, continue to exercise all their respective rights in relation to their respective portion of the Offered Shares, includingincluding but not limited to voting rights, without limitationdividends and other corporate benefits, the voting rights if any, attached to such its Offered Shares Shares, and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date. Notwithstanding the above, and without any liability on 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. Notwithstanding anything stated in this Agreement, such Sold Shares shall rank pari passu to the Equity Shares.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over in respect of the 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 or exercise any voting rights, any other rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders Shareholders, severally and not jointly, shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions in relation to their respective portion of Offered Shares, such as voting in any shareholders shareholders’ meeting until the Closing Date Date; provided however, that no corporate action, including any corporate action initiated or proposed provided by the Company will be given effect to, if it results in or has the effect of creating Lien an Encumbrance in favor of any person Person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent ▇▇▇▇▇▇ 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 Shareholders’ Demat Accounts pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to 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. Notwithstanding the aforesaid, .
4.4 The rights and without any liability on any obligations of each of the Selling ShareholdersParties under this Share Escrow Agreement and the representations, the Allottees warranties, undertakings and covenants provided by each 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 to Equity Shares of the Company.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or Parties (unless expressly otherwise set out under this Agreement in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees any joint and undertakes that it shall several obligations) are several (and not at any
4.3 All obligations joint or joint and several) and none of the Parties hereunder shall be several and not joint and no party shall be responsible or liable, directly or indirectly, for the any acts or omissions or obligations of any other Party.
Appears in 1 contract
Sources: 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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.
4.1 4.2 The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account in terms of this Agreement, any dividend declared or paid on the Offered Shares shall be to the credit of the Selling Shareholders, and, if paid by the Company, shall be released into a bank account notified in writing by the Selling Shareholders. In addition, until the Closing Date, the Selling Shareholders shall continue to be the beneficial and legal owner of the respective portion of the Offered Shares and exercise all of its rights, including but not limited to voting rights attached to its Offered Shares, and enjoy any related benefits such as, dividends, and other corporate benefits if any, attached to their respective portion of the Offered Shares. Notwithstanding the above and without any liability on the Selling Shareholders, the Allottees of the Sold Shares shall be entitled to dividends and other corporate benefits attached to such Sold Shares, if any, declared by the Company after the Closing Date, subject to Applicable Law. Notwithstanding anything stated in this Agreement, such Sold Shares shall rank pari passu with the Equity Shares.
4.3 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ 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, 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, and, if paid, shall be released by the Company into their respective bank account(s) as may be notified in writing by the respective Selling Shareholder. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall continue to be, the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date. The Parties agree that during the period that the Offered Shares are held in the Escrow Demat Account, each of the Selling Shareholders Shareholders, shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions in relation to their respective its Offered Shares, such as voting in any shareholders Shareholder’ meeting until the Closing Date provided Date; provided, however, that no corporate action, including any corporate action initiated or proposed by the Company will be given effect to, to if it results in or has the effect of creating a Lien in favor favour of any person, or a Transfer to any person or transferring such returning the Offered Shares back to any Personthe Selling Shareholder Demat Account, except Transfer with the consent of the Company or pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent ▇▇▇▇▇▇ 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 respective Selling Shareholders Shareholder Demat Account pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such the Selling Shareholder Shareholders 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. 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 to Equity Shares of the Company.
4.2 4.5 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect obligations of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it shall not at any
4.3 All obligations each of the Parties hereunder shall be under this Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties are several (and not joint or joint and no party several) and none of the Parties shall be responsible or liable, directly or indirectly, for the obligations any acts or omissions of any other Party.
Appears in 1 contract
Sources: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES.
4.1 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, and. 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 each Selling Shareholder. In addition, until such the respective portion of the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall severally and not jointly, continue to be, be the beneficial and legal owner of their respective portion of the Offered Shares and shall exerciseShares, severally continue to exercise severally, and not jointly, all their respective rights in relation to their its respective portion of the Offered Shares, including, without limitation, the voting rights attached to such 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 Parties agree that during 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 (not creating a lien on 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 Lien in favor of any person or transferring such Offered Shares to any Personor being in the nature of a Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the 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 the respective Selling Shareholders Shareholders’ Demat Account, as applicable pursuant to Clause 3Clauses 5.2, Clause 5 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the have complete legal and beneficial owner ownership of its respective portion of the such Offered Shares (or any part thereof) 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 credited 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, Date subject to Applicable Law and such Final Sold Shares shall rank pari-passu to Equity Shares of the CompanyLaws.
4.2 4.2. The Share Escrow Agent ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ hereby agrees and undertakes that it shall not at any
4.3 All obligations 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 Parties hereunder shall be several and not joint and no party shall be responsible for the obligations of any other PartyOffered Shares.
Appears in 1 contract
Sources: 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 interests accrued on or dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholders, to the extent of Shareholders for their respective portion of the Offered Shares, and. Further, if such dividend is paid, it shall be released by the Company into their respective the bank account(s) account as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until such the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each of the Selling Shareholder Shareholders shall continue to be, be the beneficial and legal owner of their respective portion of the Offered Shares and shall exercise, severally and not jointly, exercise all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing DateShares. The Parties agree that during During the period that the Offered Shares are held in the Escrow Demat Account, each of the respective Selling Shareholders shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions in relation to (not creating a lien on their respective Offered Shares, such as voting in any shareholders meeting until portion of 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 Lien in favor of any person or transferring such Offered Shares to any Personor being in the nature of a Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 terms of this Agreement, each such Selling Shareholder shall continue to be the ) as legal and beneficial owner holders of its their respective portion of the Offered Shares (or any part thereof) and shall continue Shares, to enjoy the rights attached to such Offered Shares as if no Offered Shares had been credited be carried out relating to the Escrow Demat Account by such Selling ShareholderOffered 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, Date subject to Applicable Law Law. Notwithstanding anything stated in this Agreement, and without any liability on any of the Selling Shareholders, such Final Sold Shares shall rank pari-pari passu to with the existing Equity Shares of the CompanyShares.
4.2 4.2. The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, not at any time, including but not limited toclaim, claim to have, 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 ▇▇▇▇▇▇ hereby agrees and undertakes that it shall not at anyany 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 4.3. All obligations of the Parties hereunder shall be several and not joint and no party Party shall be responsible for the obligations of any other Party.
4.4. 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 their respective Offered Shares until the Transfer and Allotment of the Offered Shares on the Closing Date. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholder’s Demat Account, as applicable pursuant to Clauses 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, the Selling Shareholders shall continue to have complete legal and beneficial ownership of such Offered Shares credited back to the respective Selling Shareholder’s Demat Account and shall continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been transferred to the Escrow Demat Account by such Selling Shareholders.
Appears in 1 contract
Sources: Shareholder Agreements
OWNERSHIP OF THE OFFERED SHARES.
4.1 4.1. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat AccountAccount in terms of this Agreement, any dividend declared or paid on any portion of the Offered Shares shall be to the credit of the respective Selling Shareholders, to the extent of their respective portion of the Offered Shares, and. 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 each Selling Shareholder. In addition, until such the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall severally and not jointly, continue to be, be the beneficial and legal owner of their respective portion of the Offered Shares and shall exerciseenjoy any related benefits, severally and continue to exercise severally, and not jointly, all their respective rights in relation to their its respective portion of the Offered Shares, including, without limitation, the voting rights rights, dividends and other corporate benefits, if any, 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 DateShares. The Parties agree that during 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 (not creating a lien on 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 Lien in favor of any person or transferring such Offered Shares to any Personor being in the nature of a Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the 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 the respective Selling Shareholders Shareholders’ Demat Account, as applicable pursuant to Clause 3Clauses 5.2, Clause 5 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the have complete legal and beneficial owner ownership of its respective portion of the such Offered Shares (or any part thereof) credited back to respective Selling Shareholders’ Demat Account and shall enjoy any related benefits continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been credited 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, Date subject to Applicable Law and such Final Sold Shares shall rank pari-passu to Equity Shares of the CompanyLaw.
4.2 4.2. The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited toclaim, claim to have or 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 ▇▇▇▇▇▇ agrees and undertakes that it shall not at any
4.3 All obligations 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 Parties hereunder shall be several and not joint and no party shall be responsible for the obligations of any other PartyOffered Shares.
Appears in 1 contract
Sources: 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 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, Shares and, if paid, shall be released by the Company into their respective a bank account(s) account, as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall continue to be, the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, includingeach of the Selling Shareholders shall continue to exercise all their respective rights, without limitation, the including but not limited to voting rights attached to such its Offered Shares Shares, and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date. Notwithstanding the above, and without any liability on the Selling Shareholders, the Allottees of the Sold Shares shall be entitled to dividends and other corporate benefits attached to such Sold Shares, if any, declared by the Company after the Closing Date, subject to Applicable Laws. 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 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that the Share Escrow Agent shall not at any time, claim or be entitled to or exercise any voting rights or control over the Offered Shares and it shall not at any time, whether during a claim for breach of this Agreement or not, claim or be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders Shareholders, severally and not jointly, 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 shareholders’ meeting until the Closing Date Date; provided however, that no corporate action, other than in accordance with this Agreement including any corporate action initiated or proposed provided by the Company will be given effect to, if it results in or has the effect of creating Lien an Encumbrance in favor of any person Person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ 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 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered Shares (or any part thereof) and shall continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been credited to the Escrow Demat Account by such Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate 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 to Equity Shares of the Company.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ 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 other Party.
Appears in 1 contract
Sources: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES.
4.1 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, and. Further, if such dividend is paid, it shall be released by the Company into their respective bank account(s) as may be notified in writing by the respective each Selling Shareholder. In addition, until such the respective portion of the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall shall, severally and not jointly, continue to be, be the beneficial and legal owner of their the respective portion of the Offered Shares and shall exerciseexercise severally, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such respective Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing DateShares. The Parties agree that during 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 (not creating a lien on 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 Lien in favor of any person or transferring such Offered Shares to any Personor being in the nature of a Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the terms of this Agreement. The Parties further agree that, if ) as legal and beneficial holders of their respective proportion of the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its carried out relating to their 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 ShareholderShares. 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, Date subject to Applicable Law and such Final Sold Shares shall rank pari-passu to Equity Shares of the CompanyLaw.
4.2 4.2. The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, not at any time, including but not limited toclaim, claim to have, 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 ▇▇▇▇▇▇ hereby agrees and undertakes that it shall not at anyany 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 4.3. All obligations of the Parties hereunder shall be several and not joint and no party Party shall be responsible for the obligations of any other Party.
4.4. 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 the respective Selling Shareholders’ Demat Account, as applicable pursuant to Clauses 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
Sources: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES.
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 respective portion of the Final Offered Shares, Shares and, if paid, shall be released by the Company into their respective bank account(s) ), as may be notified in writing by the respective Selling Shareholder. 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 such Offered the Sold Shares are credited to the demat accounts of the Allottees on the Closing Date, each in accordance with the Red ▇▇▇▇▇▇▇ Prospectus or the Prospectus (as applicable). Notwithstanding the above and without any liability to the Selling Shareholder shall continue to beShareholder, the beneficial Allottees of the Sold Shares shall be entitled to dividends, and legal owner other corporate benefits attached to the Sold Shares, if any, declared by the Company, after the Closing Date, subject to Applicable Law. Notwithstanding anything stated in this Agreement and without any liability on the Selling Shareholder, such Sold Shares shall rank pari passu to Equity Shares.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall have no rights and it shall not at any time, claim, have, be entitled to or exercise any voting rights or control over in respect of their respective the Final Offered Shares. The Share Escrow Agent ▇▇▇▇▇▇ 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 exercisenot at any time, severally and not jointlywhether during a claim for breach of this Agreement or not, all their respective rights in relation claim, have, be entitled to their respective portion of or exercise any voting rights, beneficial interest or control over 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. The Parties agree that during the period that the Final Offered Shares are held in escrow in the Escrow Demat Account, each of the Selling Shareholders Shareholder shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions in relation to their respective Final Offered Shares, such as voting in any shareholders shareholders’ meeting until the Closing Date provided Date; provided, however, that no corporate action, other than in accordance with this Agreement, including any corporate action initiated or proposed 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 Personperson, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ 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 respective Selling Shareholders Shareholder pursuant to Clause 3, Clause 5 and / or Clause 9 of this Agreement, each such the Selling Shareholder shall continue to be the have complete legal and beneficial owner ownership of its respective 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 such Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate 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 to Equity Shares of the Company.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ 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 other Party.
Appears in 1 contract
Sources: 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 Shareholders, to the extent of their respective portion of the Offered Shares, and, if paid, shall be released by the Company into their respective the bank account(s) account as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each the Selling Shareholder Shareholders shall continue to be, the beneficial and legal owner of their respective the Offered Shares and shall exercise, severally and not jointly, exercise all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date. 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 (severally and not jointly) in respect of any corporate actions in relation to their respective 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 (not being in the Company will be given effect to, if it results in or has the effect nature of creating Lien in favor of any person or transferring such Offered Shares to any Persona Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. The Parties further agree that), if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the as legal and beneficial owner holders of its their 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 ShareholderShares. 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 to Equity Shares of the Company.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it shall not at anyany 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 ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares
4.3 All obligations 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 hereunder 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 several the legal and not joint 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 party shall be responsible for Offered Shares had been credited to the obligations of any other PartyEscrow Demat Account by such Selling Shareholder.
Appears in 1 contract
Sources: 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 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, Shareholders and, if paidpaid by the Company, shall be released by the Company into their respective a bank account(s) as may be account notified in writing by the respective Selling ShareholderShareholders. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall continue to be, the beneficial and legal owner of their respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, includingthe Selling Shareholders shall continue to exercise its rights, without limitationincluding voting rights, the voting rights dividends and other corporate benefits if any, attached to such the Offered Shares and enjoy any related benefits, until such Offered the Sold Shares are credited to the demat accounts of the Allottees on the Closing Date. 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 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 Lien in favor of any person or transferring such Offered Shares to any Person, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its respective portion of the Offered 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. Notwithstanding the aforesaid, above 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 such Sold Shares, if any, declared by the Company after the Closing Date, subject to Applicable Law and such Final Sold Shares shall rank pari-pari passu to with the Equity Shares of the CompanyShares.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it the Share Escrow Agent shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it the Share Escrow Agent shall not at anyany time, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, the Selling Shareholders shall be entitled to give any instructions in respect of any corporate actions in relation to the Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided, however, that no corporate action, including any corporate action initiated or provided by the Company, will be given effect to if it results in or has the effect of a Transfer to any person, except pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. Further, the Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement, claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares.
4.3 All obligations 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 owners of the Offered Shares until the Closing Date. The Parties hereunder further agree that, if the Offered Shares, or any part thereof, are credited back to the Selling Shareholders pursuant to Section 5 and Section 9 of this Agreement, the Selling Shareholders shall continue to be several the owner of the Offered Shares (or any part thereof) and not joint and shall continue to enjoy the rights attached to such Offered Shares as if no party shall be responsible for Equity Shares had been credited to the obligations of any other PartyEscrow Demat Account by the Selling Shareholders.
Appears in 1 contract
Sources: 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 any portion of the Offered Shares shall be to the credit of the respective Promoter Selling ShareholdersShareholder, to the extent of their respective portion of the Offered Shares, and. Further, if such dividend is declared or paid, it shall be released by the Company into their respective the bank account(s) as may be notified in writing by the respective Promoter Selling Shareholder. In addition, until such the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each the Promoter Selling Shareholder shall continue to be, be the beneficial and legal owner of their respective the Offered Shares and shall exercise, severally continue to be the legal and not jointly, beneficial owner of its Offered Shares and exercise all their respective the rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights rights, dividends and corporate benefits 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. The Parties agree that during During the period that the Offered Shares are held in the Escrow Demat Account, each of the Promoter Selling Shareholders Shareholder 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 including voting in any shareholders shareholders’ meeting until the Closing Date provided howeverDate, that no corporate action, including any corporate action initiated or proposed by in accordance with Applicable Law (not creating a lien on the Company will be given effect to, if it results in or has the effect of creating Lien in favor of any person or transferring such Offered Shares to any Personor being in the nature of a Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the terms of this Agreement) as legal and beneficial holder of the Offered Shares, to be carried out relating to the Offered Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to the respective Promoter Selling Shareholders Shareholder’s Demat Account, as applicable pursuant to Clause Clauses 3, Clause 5 5.2, 5.4, 5.5 and 5.6 and Clause 9 of this Agreement, each such the Promoter Selling Shareholder shall continue to be the have complete legal and beneficial owner ownership of its respective portion of the such Offered Shares (or any part thereof) credited back to the Promoter Selling Shareholder’s Demat Account and shall without any encumbrances continue to enjoy the rights attached to such portion of the Offered Shares as if no such Offered Shares had been credited 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 after the Closing Date, Date subject to Applicable Law and such Final Sold Shares shall rank pari-passu to Equity Shares of the CompanyLaw.
4.2 4.2. The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control control over or in respect of the Offered Shares other than as provided for in this AgreementShares. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it shall not at any
4.3 All obligations 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 Parties hereunder shall be several and not joint and no party shall be responsible for the obligations of any other PartyOffered Shares.
Appears in 1 contract
Sources: Share Escrow Agreement
OWNERSHIP OF THE OFFERED SHARES.
4.1 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, and. Further, if such dividend is paid, it shall be released by the Company into their respective bank account(s) as may be notified in writing by the respective each Selling Shareholder. In addition, until such the respective portion of the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each Selling Shareholder shall shall, severally and not jointly, continue to be, be the beneficial and legal owner of their the respective portion of the Offered Shares and shall exerciseexercise severally, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such respective Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing DateShares. The Parties agree that during 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 (not creating a lien on 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 Lien in favor of any person or transferring such Offered Shares to any Personor being in the nature of a Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the terms of this Agreement. The Parties further agree that, if ) as legal and beneficial holders of their respective proportion of the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the legal and beneficial owner of its carried out relating to their 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 ShareholderShares. 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, Date subject to Applicable Law and such Final Sold Shares shall rank pari-passu to the Equity Shares of the CompanyShares.
4.2 4.2. The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, not at any time, including but not limited toclaim, claim to have, 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 ▇▇▇▇▇▇ hereby agrees and undertakes that it shall not at anyany 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 4.3. All obligations of the Parties hereunder shall be several and not joint and no party Party shall be responsible for the obligations of any other Party. The Parties agree that during the period that the Final Offered Shares are held in the Escrow Demat Account, each of the Selling Shareholders shall be entitled to give any instructions in respect of any corporate actions in relation to their respective Final Offered Shares, such as voting in any shareholders’ meeting until the Closing Date; provided, however, that no corporate action will be given effect to if it has the effect of Transferring such Final Offered Shares to any Person, except pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and 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 on the Closing Date. 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 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
Sources: 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 Shareholders, to the extent of their respective portion of the Offered Shares, and, if paid, shall be released by the Company into their respective the bank account(s) account as may be notified in writing by the respective Selling ShareholderShareholders. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, each the Selling Shareholder Shareholders shall continue to be, the beneficial and legal owner of their respective the Offered Shares and shall exercise, severally and not jointly, exercise all their respective rights in relation to their respective portion of the Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date. 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 (severally and not jointly) in respect of any corporate actions in relation to their respective 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 (not being in the Company will be given effect to, if it results in or has the effect nature of creating Lien in favor of any person or transferring such Offered Shares to any Persona Transfer, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and this Agreement. The Parties further agree that), if the Offered Shares, or any part thereof, are credited back to the respective Selling Shareholders pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such Selling Shareholder shall continue to be the as legal and beneficial owner holders of its their 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 ShareholderShares. 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 to Equity Shares of the Company.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that it shall not at anyany 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.
4.3 All obligations 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 hereunder 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 several the legal and not joint 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 party shall be responsible for Offered Shares had been credited to the obligations of any other PartyEscrow Demat Account by such Selling Shareholder.
Appears in 1 contract
Sources: 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 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 the extent of their respective portion of the Offered Shares, and. Further, if paidsuch dividend is declared or paid 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 Shareholder. In addition, until such Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, in relation to the respective Offered Shares, each Selling Shareholder shall continue to be, the beneficial and legal owner of their exercise its respective Offered Shares and shall exercise, severally and not jointly, all their respective rights in relation to their respective portion of the Offered Sharesrights, including, without limitation, the voting rights rights, dividends and other corporate benefits if any, attached to such Offered Shares and enjoy any related benefits, until such Offered the Sold Shares are credited to the demat accounts of the Allottees on the Closing Date. Notwithstanding the above and without any liability on the Selling Shareholders, the Allottees of the Sold Shares shall be entitled to dividends and other corporate benefits attached to such Sold Shares, if any, declared by the Company after the Closing Date, subject to Applicable Law and such Sold Shares shall rank pari passu with the Equity Shares.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that the Share Escrow Agent shall have no rights in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ agrees and undertakes that the Share Escrow Agent shall not at any time, whether during a claim for breach of this Agreement or not claim, have, be entitled to or exercise any voting rights, beneficial interest or control over the Offered Shares. 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 Shareholder, severally and not jointly, shall be entitled to give any instructions (severally and not jointly) in respect of any corporate actions in relation to their its respective portion of the Offered Shares, such as including voting in any shareholders 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 Date; provided, however, that no corporate action, including any corporate action initiated or proposed provided by the Company will be given effect to, to if it results in or has the effect of creating Lien in favor of any person or transferring such Offered Shares a Transfer to any Personperson, except Transfer pursuant to the Offer in accordance with the Red ▇▇▇▇▇▇▇ 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 Shareholders Shareholder pursuant to Clause 3, Clause 5 and Clause 9 of this Agreement, each such 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 such the Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the Allottees of the Final Sold Shares shall be entitled to dividends and other corporate 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 to Equity Shares of the Company.
4.2 The Share Escrow Agent ▇▇▇▇▇▇ agrees and confirms that it shall have no rights and it shall not, at any time, including but not limited to, claim to be entitled to or exercise any voting rights or Control over or in respect of the Offered Shares other than as provided for in this Agreement. The Share Escrow Agent ▇▇▇▇▇▇ 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 other Party.
Appears in 1 contract
Sources: Share Escrow Agreement