Common use of OWNERSHIP OF THE OFFERED SHARES Clause in Contracts

OWNERSHIP OF THE OFFERED SHARES. 4.1. The Parties agree that during the period that the Offered Shares are held in escrow in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholders, to the extent of their Offered Shares. Further, if such dividend is declared or paid, it shall be released by the Company into their bank account(s) as may be notified in writing by the Selling Shareholders. In addition, until the Offered Shares are credited to the demat accounts of the Allottees on the Closing Date, the Selling Shareholders shall, continue to be the beneficial and legal owner of their Offered Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to such Offered Shares and enjoy any related benefits. During the period that the Offered Shares are held in the Escrow Demat Account, the Selling Shareholders shall be entitled to give any instructions in respect of any corporate actions (not creating a lien on the Offered Shares or being in the nature of a Transfer, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial holders of their Offered Shares, to be carried out relating to their Offered Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to each of the Selling Shareholders’ Demat Account, as applicable pursuant to Clauses 3.1, 5.2, 5.4, 5.5,5.6, 5.7 and Clause 9 of this Agreement, the Selling Shareholders shall continue to have complete legal and beneficial ownership of such Offered Shares credited back to each of the Selling Shareholders’ Demat Account and shall continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been transferred to the Escrow Demat Account by such Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any of the Selling Shareholders, the relevant Allottees of the Final Sold Shares shall be entitled to dividends and other corporate benefits attached to the Final Sold Shares, if any, declared by the Company or after the Closing Date subject to Applicable Law.

Appears in 1 contract

Samples: Share Escrow Agreement

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OWNERSHIP OF THE OFFERED SHARES. 4.1. The Parties agree that during 4.1 Each of the period that Selling Shareholders undertakes to retain the Offered Shares are held in escrow the Escrow Demat Account until the completion of events set forth in Clause 5 hereof and in accordance with the terms of this Agreement. Notwithstanding any provisions of this Agreement, the Parties agree and acknowledge that with respect to the Offered Shares, in the instance the Red Xxxxxxx Prospectus is not filed within ten (10) Working Days from the deposit of the Offered Shares in the Escrow Demat Account, any dividend declared or paid on the Offered Shares shall be to the credit of the respective Selling Shareholders, to the extent of their Offered Shares. Further, if such dividend is declared or paid, it shall be released by the Company into their bank account(s) other date as may be notified in writing by mutually agreed between the Selling Shareholders. In addition, until the Offered Shares are credited to the demat accounts of the Allottees on the Closing DateCompany, 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, continue to be upon receipt of instructions in writing, debit the beneficial respective Offer Shares from the Escrow Demat Account and legal owner of their Offered Shares, continue to exercise all their rights in relation to its Offered Shares, including, without limitation, the voting rights attached to credit such Offered Shares and enjoy any related benefits. During into the period that the Offered Shares are held respective Selling Shareholder(s) Demat Accounts in the Escrow Demat Accountsame proportion, the Selling Shareholders shall be entitled to give any instructions in respect of any corporate actions (not creating a lien on the Offered Shares or being in the nature of a Transfer, except pursuant to the Offer in accordance with the Red Xxxxxxx Prospectus, Prospectus and the terms of this Agreement) as legal and beneficial holders of their Offered Shares, to be carried out relating to their Offered Shares. The Parties further agree that, if the Offered Shares, or any part thereof, are credited back to each of the Selling Shareholders’ Demat Account, as applicable pursuant to Clauses 3.1, 5.2, 5.4, 5.5,5.6, 5.7 and Clause 9 of this Agreement, the Selling Shareholders shall continue to have complete legal and beneficial ownership of from which such Offered Shares were originally credited back to each of the Selling Shareholders’ Demat Account and shall continue to enjoy the rights attached to such Offered Shares as if no Offered Shares had been transferred to the Escrow Demat Account by such Selling Shareholder. Notwithstanding the aforesaid, and without any liability on any each of the Selling Shareholders. Once the Offered Shares are credited back to the respective Selling Shareholder Demat Accounts, if the Company and the Selling Shareholders, desire to file the Red Xxxxxxx Prospectus with the RoC and new Deposit Date is determined, the relevant Allottees Selling Shareholders shall debit their respective portion of the Final Sold Offered Shares shall be entitled to dividends from their respective Selling Shareholder Demat Accounts and other corporate benefits attached credit such Offered Shares to the Final Sold Sharesescrow demat account again in accordance with this Agreement, if any, declared by or as mutually agreed between the Company or after and the Closing Date subject to Applicable LawSelling Shareholders in consultation with the BRLMs.

Appears in 1 contract

Samples: Share Escrow Agreement

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