SALE AND PURCHASE OF THE SALE SHARES. 2.1 Subject to the terms and conditions of this Agreement the Vendor, as beneficial and or registered owner of the Sale Shares, shall sell and the Purchaser shall (or the Purchaser’s nominee), relying on the warranties and indemnities herein contained, purchase the Sale Shares free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared and/or made in respect thereof on or after the date of this Agreement in consideration for the payment set out in Clause 3.1.
SALE AND PURCHASE OF THE SALE SHARES. (a) Subject to the terms and conditions set forth in this Agreement, the Seller shall sell, and HMTL shall purchase the Sale Shares, together with all rights attaching to them.
(b) The consideration for the sale and purchase of the Sale Shares shall be the issue and allotment by HMTL of the HMTL Shares to the Seller. The HMTL Shares shall be issued free of any lien, charge, pledge, option voting arrangement or any other encumbrance, priority or security interest of any nature whatsoever and shall rank pari passu in all respects with the other shares of HMTL on issue as at the Completion Date.
SALE AND PURCHASE OF THE SALE SHARES. 2.1 Upon the terms and subject to the conditions set forth in this Agreement and in consideration of the payment of the Purchase Consideration, the Sellers hereby agree and undertake to sell and the Purchaser agrees and undertakes to purchase from the Sellers, on the Completion Date, good and valid title to the Sale Shares, free and clear of all Encumbrances. The Parties hereby agree that if, at the time of Completion, the number of resulting shareholders (including the Purchaser) in the Company is less than the minimum number of shareholders required under the (Indian) Companies Act, 2013, the Purchaser shall have the right to designate its Affiliates (or any individual person who is either an employee or officer or director of the Purchaser or any of its Affiliates and details of such individual have been provided in writing to the Sellers) to purchase 1 (one) Sale Share in order to satisfy such requirement and Completion shall proceed accordingly, provided that where such designee is an Affiliate (and not an individual person as aforementioned) such Affiliate agrees in writing to be bound by all of the terms, conditions and provisions contained in this Agreement.
2.2 The Sale Shares shall represent at least 51% of the issued share capital of the Company on a Fully Diluted Basis (taking into account the IIF Conversion). As determined in accordance with Clause 2.4, the aggregate consideration (the “Purchase Consideration”) payable by the Purchaser for the Sale Shares shall be an amount equal to:
(a) a fraction (x) the numerator of which is the aggregate number of Sale Shares, and (y) the denominator of which is the total number of Equity Shares; multiplied by
(b) an amount equal to INR 143,064,562,824.00 (Rupees Fourteen Thousand Three Hundred Six Crores Forty Five Lakhs Sixty Two Thousand Eight Hundred Twenty Four only);
(c) less the extent to which the Completion Working Capital is less than the Base Working Capital, provided that this sub-clause (c) shall not be applicable if the difference between the Completion Working Capital and the Base Working Capital does not exceed 20% (twenty percent) of the Base Working Capital;
2.3 The date on which the sale of the Sale Shares to the Purchaser and on which all actions and events provided in Clause 4.2 are completed (hereinafter referred to as “Completion”) shall hereinafter be referred to as the “Completion Date”.
SALE AND PURCHASE OF THE SALE SHARES. 2.1 The Seller hereby agrees to sell the Sale Shares it beneficially owns to the Purchasers, and the Purchasers hereby agree to, jointly and severally, purchase such Sale Shares from the Seller, upon the terms and subject to the conditions set forth in this Agreement.
2.2 The sale and purchase of the Sale Shares pursuant to this Agreement constitute a private, off- market transaction between the Seller and the Purchasers and are not made on or through the Stock Exchange or with, through or involving any participant of the Stock Exchange.
SALE AND PURCHASE OF THE SALE SHARES. Upon the terms and subject to the conditions of this Agreement, the Seller hereby sells and transfers the Sale Shares to and in favor of the Purchaser, who hereby purchases and acquires the Sale Shares together with all rights now and hereafter attaching or accruing thereto (including all dividends declared to paid in respect thereof), forthwith upon execution of this Agreement. The Purchase Price for the Sale Shares shall be US$11.30 per share, for a total consideration of US$137,509.70, payable to the Seller not later than December 10, 2016, in accordance with instructions to be timely provided to the Purchaser by the Seller. Simultaneous with the execution of this Agreement, the Seller shall deliver to the Purchaser (or its designate) an original instrument of transfer, duly executed by the Seller as transferor thereof, and such original share certificate or certificates representing the Sale Shares (collectively the “Transfer Documents”) in aid of facilitating the transfer and registration of the Sale Shares to and in the name of the Purchaser forthwith after the execution of this Agreement.
SALE AND PURCHASE OF THE SALE SHARES. 2.1 The Seller shall with full title guarantee sell and the Purchaser shall purchase the Sale Shares together with all rights attaching to them.
2.2 The Sale Shares shall be sold free from all liens, charges, equities and encumbrances and other rights exercisable by third parties or Affiliates of the Seller.
SALE AND PURCHASE OF THE SALE SHARES. 2.1 The Seller, on the terms and subject to the conditions contained in this Agreement and relying on the Purchaser’s Representations, hereby sells and agrees to transfer to the Purchaser and the Purchaser, on the terms and subject to the conditions contained in this Agreement and relying on the Seller’s Representations, hereby purchases and agrees to acquire the ownership of the Sale Shares from the Seller, in each case free and clear of any and all Encumbrances and including all rights pertaining to the Sale Shares.
2.2 The Parties agree that the Seller shall transfer the Sale Shares to the Purchaser on the Completion Date in accordance with Paragraph 4.1.
SALE AND PURCHASE OF THE SALE SHARES. 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendor shall as legal and beneficial owner sell and the Purchaser shall purchase, the Sale Shares free from all Encumbrances together with all rights now and hereafter attaching thereto including but not limited to the right to all dividends and other distribution which may be paid, declared or made in respect thereof at any time on or after the date of this Agreement.
2.2 The Vendor represents and warrants that there are no pre-emption rights and any other restrictions on the transfer in relation to the Sale Shares, whether conferred by the memorandum and articles of association of the Company or otherwise.
2.3 The Purchaser shall not be obliged to (but may) complete the purchase of any of the Sale Shares unless the sale and purchase of all the Sale Shares is completed simultaneously in accordance with this Agreement.
SALE AND PURCHASE OF THE SALE SHARES. Subject to the terms and conditions set forth in this Agreement, each Vendor agrees to sell, assign, transfer and deliver to the Purchaser on the Completion Date, severally, but not jointly, and the Purchaser agrees to purchase from each Vendor on the Completion Date, the number of shares set forth opposite the name of such Vendor under “Owners of the Sale Shares” on Schedule 1 hereto.
SALE AND PURCHASE OF THE SALE SHARES. 2.1 Subject to the terms of this Agreement, the Vendor shall sell as beneficial owner and the Purchaser shall purchase, the Sale Shares free from all liens, charges and encumbrances and together with all rights now or hereafter attaching to them, including all rights to any dividend or other distribution declared, made or paid on or after the date of this Agreement.
2.2 The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all of the Sale Shares is completed simultaneously.
