Common use of Sale Shares Clause in Contracts

Sale Shares. and registered capital of Interest ---------------------------------------------- (a) The Sale Shares represents (and will at Completion represent) the entire issued share capital of the Company, and subject to (d) below is and will at Completion be free from all liens, charges, encumbrances and third party rights whatsoever (including rights of pre-emption). Each of the Vendors is and will at Completion be solely beneficially entitled to and able to procure the sale and transfer or otherwise disposal of the respective Sale Shares as set out against its name in Schedule 2. The Company has not exercised any lien over any of its shares and there is outstanding no call on the Sale Shares and the Sale Shares are fully-paid. (b) The issued shares of the PRC Subsidiary which are referred to in Schedule 1B as beneficially owned by the Company are and will at Completion be, free from all liens, charges, encumbrances and third party rights whatsoever and the PRC Subsidiary is and will at Completion be solely beneficially entitled to and able to procure the sale and transfer or otherwise disposal of such issued shares. The PRC Subsidiary has not exercised any lien over any of such issued shares and there is outstanding no call on any of such issued shares and all of such issued shares are fully-paid. (c) The issued share capital of each of the Group Companies are duly and validly issued, fully paid and non assessable, and such issued shares, and all outstanding shares, options and other securities of each of the Group Companies have been issued in full compliance with the requirements of all applicable securities laws and regulations. (d) The Company has reserved sufficient unissued Ordinary Shares for possible issuance upon the conversion of the Series A Preferred Shares. Except for the conversion privileges of the Series A Preferred Shares, there are no options, warrants, conversion privileges, preemptive rights or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase or acquire any share of the Company. Apart from the exceptions noted herein, no Ordinary Shares or Series A Preferred Shares, or shares issuable upon exercise or exchange of any outstanding options, warrants or rights, or other shares issuable by the Company, are subject to any rights of first refusal or other rights to purchase or acquire such shares (whether in favor of the Company or any other person), pursuant to any agreement or commitment of the Company. (e) Other than the Vendors herein, no other companies owns or has any interest of any nature whatsoever in any shares of any class, debentures or other securities issued by any of the Group Companies and other than the Company, no other companies owns or has any interest of any nature whatsoever in any shares of any class, debentures or other securities issued by the PRC Subsidiary. (f) Each of the Vendors or the Company is not aware of any event or circumstances has arisen or shall arise prior to Completion which would enable the Series A Preferred Shareholders the right to receive the payments under Article 11C of its memorandum and articles of association. (g) Each of the Vendors or the Company is not aware of any event or circumstances has arisen or shall arise prior to Completion which would lead to a conversion of the Series A Preferred Shares.

Sale Shares. a. The Non-Promoter Seller is the sole legal and registered capital beneficial owner of Interest ---------------------------------------------- (a) The the Sale Shares represents (and will at Completion represent) the entire issued share capital of the Company, and subject to (d) below is and will at Completion be free from all liens, charges, encumbrances and third party rights whatsoever (including rights of pre-emption). Each of the Vendors is and will at Completion be solely beneficially entitled to and able to procure the sale and transfer or otherwise disposal of the respective Sale Shares as set out against its / their name in Part B of Schedule 2. The Company 1) and has not exercised any lien over any of its shares clear, legal, valid and there is outstanding no call on marketable title in the Sale Shares held by them, free and clear from all Encumbrances (subject to the provisions of the Existing Agreements). b. The Transfer of such Sale Shares held by the Non Promoter Seller to the relevant Purchasers at First Closing shall effectively convey to such Purchasers good, valid and marketable title to such Sale Shares free and clear of all Encumbrances and together with all the rights and obligations attached therewith. c. The Sale Shares of the Non Promoter Seller were: (a) duly issued by the Company in accordance with Applicable Law; (b) are fully paid; (c) duly stamped; and (d) validly acquired and held by each Non Promoter Seller in accordance with Applicable Law. d. The Non Promoter Seller has not entered into or arrived at any agreement or arrangement, written or oral, with any Person, which will render transfer of any of the Non Promoter Seller's Sale Shares pursuant to this Agreement in violation of such agreements or arrangements. e. There are no proceedings related to any Taxes pending against any Non Promoter Seller that (a) affects the validity and marketability of the title of the Non Promoter Seller's Sale Shares under section 281 of the IT Act; or (b) affects the ability of each Non Promoter Seller to sell its respective Sale Shares to the relevant Purchasers or the title of the relevant Purchasers to the respective Sale Shares pursuant to the purchase of the Non Promoter Seller's Sale Shares in accordance with the terms of this Agreement; or (c) could render the transaction of transfer of the Sale Shares are fully-paidby any or all the Non Promoter Sellers void under Section 281 of the IT Act. f. The In-specie Snowdrop Sale Shares (upon occurrence of SHIPL Closing) were (a) duly issued by the Company and duly distributed by the Holdco in accordance with Applicable Law; (b) The issued shares of the PRC Subsidiary which are referred to in Schedule 1B as beneficially owned by the Company are and will at Completion be, free from all liens, charges, encumbrances and third party rights whatsoever and the PRC Subsidiary is and will at Completion be solely beneficially entitled to and able to procure the sale and transfer or otherwise disposal of such issued shares. The PRC Subsidiary has not exercised any lien over any of such issued shares and there is outstanding no call on any of such issued shares and all of such issued shares are fully-fully paid. ; (c) The issued share capital of each of the Group Companies are duly stamped; and validly issued, fully paid and non assessable, and such issued shares, and all outstanding shares, options and other securities of each of the Group Companies have been issued in full compliance with the requirements of all applicable securities laws and regulations. (d) The Company has reserved sufficient unissued Ordinary Shares for possible issuance upon the conversion of the Series A Preferred Shares. Except for the conversion privileges of the Series A Preferred Shares, there are no options, warrants, conversion privileges, preemptive rights or other rights, or agreements validly acquired and held by Snowdrop in accordance with respect to the issuance thereof, presently outstanding to purchase or acquire any share of the Company. Apart from the exceptions noted herein, no Ordinary Shares or Series A Preferred Shares, or shares issuable upon exercise or exchange of any outstanding options, warrants or rights, or other shares issuable by the Company, are subject to any rights of first refusal or other rights to purchase or acquire such shares (whether in favor of the Company or any other person), pursuant to any agreement or commitment of the CompanyApplicable Law. (e) Other than the Vendors herein, no other companies owns or has any interest of any nature whatsoever in any shares of any class, debentures or other securities issued by any of the Group Companies and other than the Company, no other companies owns or has any interest of any nature whatsoever in any shares of any class, debentures or other securities issued by the PRC Subsidiary. (f) Each of the Vendors or the Company is not aware of any event or circumstances has arisen or shall arise prior to Completion which would enable the Series A Preferred Shareholders the right to receive the payments under Article 11C of its memorandum and articles of association. (g) Each of the Vendors or the Company is not aware of any event or circumstances has arisen or shall arise prior to Completion which would lead to a conversion of the Series A Preferred Shares.

Sale Shares. and registered capital a. The Seller has not received any notice of Interest ---------------------------------------------- (a) The any investigations, or claims or pending litigation or proceedings that could restrict the sale of the Sale Shares represents (by the Seller. b. The Seller is the sole legal and will at Completion represent) the entire issued share capital beneficial owner of the Company, and subject to (d) below is and will at Completion be free from all liens, charges, encumbrances and third party rights whatsoever (including rights of pre-emption). Each of the Vendors is and will at Completion be solely beneficially entitled to and able to procure the sale and transfer or otherwise disposal of the respective Sale Shares as set out against its name in Schedule 2. The Company has not exercised any lien over any of its shares and there is outstanding no call on the Sale Shares and has clear, legal, valid and marketable title in the Sale Shares are fully-paidheld by it, free and clear from all Encumbrances. c. The Transfer of such Sale Shares to the Purchasers at Closing shall effectively convey to each Purchaser good, valid and marketable title to such Sale Shares free and clear of all Encumbrances and together with all the rights and obligations attached therewith. d. The Sale Shares were: (a) duly issued to the Seller by the Company in accordance with Applicable Law; (b) The issued shares of the PRC Subsidiary which are referred to in Schedule 1B as beneficially owned by the Company are and will at Completion be, free from all liens, charges, encumbrances and third party rights whatsoever and the PRC Subsidiary is and will at Completion be solely beneficially entitled to and able to procure the sale and transfer or otherwise disposal of such issued shares. The PRC Subsidiary has not exercised any lien over any of such issued shares and there is outstanding no call on any of such issued shares and all of such issued shares are fully-fully paid. ; (c) The issued share capital of each of the Group Companies are duly stamped; and validly issued, fully paid and non assessable, and such issued shares, and all outstanding shares, options and other securities of each of the Group Companies have been issued in full compliance with the requirements of all applicable securities laws and regulations. (d) The Company has reserved sufficient unissued Ordinary Shares for possible issuance upon the conversion of the Series A Preferred Shares. Except for the conversion privileges of the Series A Preferred Shares, there are no options, warrants, conversion privileges, preemptive rights or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase or acquire any share of the Company. Apart from the exceptions noted herein, no Ordinary Shares or Series A Preferred Shares, or shares issuable upon exercise or exchange of any outstanding options, warrants or rights, or other shares issuable validly issued and held by the Company, are subject to any rights of first refusal Seller in accordance with Applicable Law. e. The Seller has not entered into or other rights to purchase or acquire such shares (whether in favor of the Company or any other person), pursuant to arrived at any agreement or commitment arrangement, written or oral, with any Person, which will render transfer of the Company. (e) Other than the Vendors herein, no other companies owns or has any interest of any nature whatsoever in any shares of any class, debentures or other securities issued by any of the Group Companies and other than the Company, no other companies owns Sale Shares pursuant to this Agreement in violation of such agreements or has any interest of any nature whatsoever in any shares of any class, debentures or other securities issued by the PRC Subsidiaryarrangements. f. There are no proceedings related to any Taxes pending against the Seller that (fa) Each affects the validity and marketability of the Vendors title of the Sale Shares under the IT Act, or (b) affects the ability of the Seller to sell its Sale Shares to the Purchasers or the Company is not aware of any event or circumstances has arisen or shall arise prior to Completion which would enable the Series A Preferred Shareholders the right to receive the payments under Article 11C of its memorandum and articles of association. (g) Each title of the Vendors or Purchasers to the Company is not aware of any event or circumstances has arisen or shall arise prior Sale Shares pursuant to Completion which would lead to a conversion the purchase of the Series A Preferred SharesSale Shares in accordance with the terms of this Agreement; or (c) could render the transactions of transfer of the Sale Shares by any or all the Seller void under Section 281 of the IT Act.

Sale Shares. and registered capital of Interest ---------------------------------------------- (a) The On the Agreement Date, the Holdco is the sole legal and beneficial owner of the Holdco Sale Shares represents 2 and has clear, legal, valid and marketable title in the Holdco Sale Shares 2 held by them, free and clear from all Encumbrances (and will at Completion represent) subject to the entire issued share capital provisions of the CompanyExisting Agreements), and subject to (d) below is and will at Completion be free from all liens, charges, encumbrances and third party rights whatsoever (including rights of pre-emption). Each except for the voting agreement in respect of the Vendors is and will at Completion be solely beneficially entitled to and able to procure Holdco Sale Shares executed in accordance with the sale and transfer or otherwise disposal terms of the respective Sale Shares as set out against its name in Schedule 2. The Company has not exercised any lien over any of its shares and there is outstanding no call on the Sale Shares and the Sale Shares are fully-paidRestated Long Form SPA. (b) The issued shares On the Closing Date, the Holdco is the sole legal and beneficial owner of the PRC Subsidiary which are referred to Holdco Sale Shares 2 and has clear, legal, valid and marketable title in Schedule 1B as beneficially owned the Holdco Sale Shares 2 held by the Company are and will at Completion bethem, free and clear from all liensEncumbrances, charges, encumbrances and third party rights whatsoever and except for the PRC Subsidiary is and will at Completion be solely beneficially entitled to and able to procure voting agreement in respect of the sale and transfer or otherwise disposal Holdco Sale Shares executed in accordance with the terms of such issued shares. The PRC Subsidiary has not exercised any lien over any of such issued shares and there is outstanding no call on any of such issued shares and all of such issued shares are fully-paidthe Restated Long Form SPA. (c) The issued share capital of each Transfer of the Group Companies are duly Holdco Sale Shares 2 to the Purchasers at Second Closing shall effectively convey to the Purchaser good, valid and validly issued, fully paid marketable title to such Holdco Sale Shares 2 free and non assessable, and such issued shares, and clear of all outstanding shares, options and other securities of each Encumbrances (except for the voting agreement in respect of the Group Companies have been issued Holdco Sale Shares executed in full compliance accordance with the requirements terms of the Restated Long Form SPA) and together with all applicable securities laws the rights and regulationsobligations attached therewith. (d) The Company has reserved sufficient unissued Ordinary Holdco Sale Shares for possible issuance upon the conversion of the Series A Preferred Shares. Except for the conversion privileges of the Series A Preferred Shares, there are no options, warrants, conversion privileges, preemptive rights or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase or acquire any share of the Company. Apart from the exceptions noted herein, no Ordinary Shares or Series A Preferred Shares, or shares issuable upon exercise or exchange of any outstanding options, warrants or rights, or other shares issuable 2 were: (a) duly issued by the Company, Company in accordance with Applicable Law; (b) are subject to any rights of first refusal or other rights to purchase or acquire such shares fully paid; (whether c) duly stamped; and (d) validly acquired and held by Holdco in favor of the Company or any other person), pursuant to any agreement or commitment of the Companyaccordance with Applicable Law. (e) Other than the Vendors hereinThe Holdco has not entered into or arrived at any agreement or arrangement, no other companies owns written or has oral, with any interest Person, which will render transfer of any nature whatsoever in any shares of any class, debentures or other securities issued by any of the Group Companies and other than Holdco Sale Shares 2 pursuant to the Company, no other companies owns Restated Long Form SPA in violation of such agreements or has any interest of any nature whatsoever in any shares of any class, debentures or other securities issued by the PRC Subsidiaryarrangements. (f) Each There are no proceedings related to any Taxes pending against the Holdco that (a) affects the validity and marketability of the Vendors title of the Holdco Sale Shares 2 under section 281 of the IT Act; or (b) affects the ability of the Holdco to sell the Holdco Sale Shares 2 to the Purchasers or the Company is not aware of any event or circumstances has arisen or shall arise prior to Completion which would enable the Series A Preferred Shareholders the right to receive the payments under Article 11C of its memorandum and articles of association. (g) Each title of the Vendors or Purchasers to the Company is not aware of any event or circumstances has arisen or shall arise prior Holdco Sale Shares 2 pursuant to Completion which would lead to a conversion the purchase of the Series A Preferred SharesHoldco Sale Shares 2 in accordance with the terms of the Restated Long Form SPA; or (c) could render the transaction of transfer of the Holdco Sale Shares 2 by the Holdco void under Section 281 of the IT Act.

Sale Shares. Tie Company hereby represents, warrants, and registered capital covenants, as applicable, to the Transferor: i. The Sellers are the legal and beneficial owners of Interest ---------------------------------------------- (a) the Sale Shares and have tie right to exercise all voting and other rights over and in respect 3f such Sale Shares; ii. The Sellers have received all approvals, licenses, consents and authorizations from all authorities concerned including Governmental Author:les, financial institutions, if any, required to be obtained for the purioses of this transaction, to enable the Sellers to sell the Sale Shares to the Transferor and no consents or approvals from any person is required to be obtained by the Sellers to validly transfer the Sale Xxxxxx to the Transferor; iii. The Selers have full, unrestricted power and unqualified right to sell, transfer assign, convey and deliver to the Transferor, the title in the Sale Xxxxxx; iv. The execution and delivery of this agreement by the Sellers, and promises, agreements or undertakings by the Sellers, under this Agreement do not or shall not, to the best of the Sellers knowledge, 9 v9 violate any law, rule, regulation or order applicable to him or violate or contravene the provisions of or constitute a default under any documents, contracts, agreements or any other instn-.7nents to which he is a party or which are applicable to him; v. The Sale Shares represents (held by the Sellers have been allottec or acquired and are each fully paid or credited as fully paid and Fill stamp duty applicable of the Sale Shares have been paid; vi. There is no Encumbrance or any third-party interest on any of the Sale Shares; vii. This Agreement or any other document to be execute: pursuant to or in connection with this Agreement will at Completion represent) when exe.mted, constitute legal, valid, binding and enforceable obligations on the entire issued share capital Sellers, in accordance with their respective terms; viii. There are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions or governmental investigations of any nature pending against it or to wl-ich any of Sale Shares is or may be subject to, and the Sellers ha,e not received notice of any such proceeding, claim, action or governmental investigation against the Sellers and there are no such threatened proceeding, claim, action or governmental inves-.1gation, which relates in any manner to this Agreement or which could adversely impact the Sellers abilities to perform this Agreement; ix. The Sellers have not executed any powers of attorney, except for necessary actions for the implementation of this Agreement, and there is no delegation of authority in respect of the rig..-ts and powers derived from holding the Sale Shares; x. Upon the purchase of the Sale Shares, the Transferor .vill be the sole legal and beneficial owner of the Sale Shares and all Equity Shares of the Company, and subject to (d) below is and will at Completion be free from all liens, charges, encumbrances and third party rights whatsoever (including rights of pre-emption). Each of the Vendors is and will at Completion be solely beneficially entitled to and able to procure the sale and transfer or otherwise disposal of the respective Sale Shares as set out against its name in Schedule 2. The Company has not exercised any lien over any of its shares and there is outstanding no call on Transferor shall have clear title to the Sale Shares and the Sale Shares are fully-paid. (b) The issued shares of the PRC Subsidiary which are referred to in Schedule 1B as beneficially owned by the Company are and will at Completion be, be free from all liens, charges, any encumbrances and third party rights whatsoever and the PRC Subsidiary is and will at Completion be solely beneficially entitled to and able to procure the sale and transfer or otherwise disposal any claim or demand of such issued sharesany description; xi. The PRC Subsidiary has Sellers have not exercised any lien over buy-back rights on the Sale Shares and do not have any outstanding claims against the Company nor are there any facts/circumstances which could give rise tc such :laim by the Sellers against the Company in relation to the Sale Shares; xi i. The Sellers shall not sell, pledge, create any encumbrance, third party interest or otherwise dispose the Sale Shares in any manner till the Final Closing Date or termination of this Agreemc-_:, whichever is earlier; and xiii. The Sale Shares will be purchased in compliance wit. all Applicable Law. The sale and purchase of the Sale Shares as contemplated by this Agreement are exempt from the registration requirements 10 v9 applicable state and federal securities :aws of the United States, and neither Sellers nor any authorized agen: acting on such Sellers' behalf will take any action hereafter that would cause the loss of such issued shares and there is outstanding no call on any of such issued shares and all of such issued shares are fully-paidexemption. (c) The issued share capital of each of the Group Companies are duly and validly issued, fully paid and non assessable, and such issued shares, and all outstanding shares, options and other securities of each of the Group Companies have been issued in full compliance with the requirements of all applicable securities laws and regulations. (d) The Company has reserved sufficient unissued Ordinary Shares for possible issuance upon the conversion of the Series A Preferred Shares. Except for the conversion privileges of the Series A Preferred Shares, there are no options, warrants, conversion privileges, preemptive rights or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase or acquire any share of the Company. Apart from the exceptions noted herein, no Ordinary Shares or Series A Preferred Shares, or shares issuable upon exercise or exchange of any outstanding options, warrants or rights, or other shares issuable by the Company, are subject to any rights of first refusal or other rights to purchase or acquire such shares (whether in favor of the Company or any other person), pursuant to any agreement or commitment of the Company. (e) Other than the Vendors herein, no other companies owns or has any interest of any nature whatsoever in any shares of any class, debentures or other securities issued by any of the Group Companies and other than the Company, no other companies owns or has any interest of any nature whatsoever in any shares of any class, debentures or other securities issued by the PRC Subsidiary. (f) Each of the Vendors or the Company is not aware of any event or circumstances has arisen or shall arise prior to Completion which would enable the Series A Preferred Shareholders the right to receive the payments under Article 11C of its memorandum and articles of association. (g) Each of the Vendors or the Company is not aware of any event or circumstances has arisen or shall arise prior to Completion which would lead to a conversion of the Series A Preferred Shares.