The Selling Shareholder s/ Xxxxxx Xxxxxxxx
The Selling Shareholder. (a) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Selling Shareholder is resident (the “International Jurisdiction”) which would apply to the acquisition of the Pubco Shares;
(b) the Selling Shareholder is acquiring the Pubco Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Selling Shareholder is permitted to acquire the Pubco Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions;
(c) understands and agrees that the applicable securities laws of the authorities in the International Jurisdiction do not require Pubco to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Pubco Shares; and
(d) the acquisition of the Pubco Shares by the Selling Shareholder does not trigger:
(i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or
(ii) any continuous disclosure reporting obligation of Pubco in the International Jurisdiction; and the Selling Shareholder will, if requested by Pubco, deliver to Pubco a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in Sections 11(c) and 11(d) above to the satisfaction of Pubco, acting reasonably;
The Selling Shareholder. The obligation of the Selling Shareholder to consummate the ESOP Purchase is subject to the satisfaction and fulfillment of each of the following conditions at or prior to the Closing, unless waived in writing by the Selling Shareholder:
The Selling Shareholder. The obligation of the Selling Shareholder to consummate the Company Purchase is subject to the satisfaction and fulfillment of each of the following conditions at or prior to the Closing, unless waived in writing by the Selling Shareholder:
(a) Payment of Purchase Price and Transaction Fee. The Company shall have paid the Purchase Price and the Transaction Fee in accordance with Sections 1.03 and 1.04 hereof.
The Selling Shareholder and the Buyer shall have the right to request the addition of any necessary Permitted Regulatory Conditions or adjustments to existing Permitted Regulatory Conditions, but only to the extent necessary to be able to complete the transfer of the Relevant Securities.
The Selling Shareholder and the Buyer shall have the right to request the addition of any necessary Permitted Regulatory Conditions or adjustments to existing Permitted Regulatory Conditions, but: (i) only to the extent necessary to be able to complete the transfer of the Relevant Securities; and (ii) provided that, where the addition of, or adjustment to, such Permitted Regulatory Conditions and/or any undertakings to be given thereunder could reasonably be expected to adversely impact upon the Remaining Shareholder or the Group, then such addition or adjustment shall be subject to the prior written consent of the Remaining Shareholder.
The Selling Shareholder. Date: June 15, 2011
The Selling Shareholder the Company, the BRLMs, the Syndicate Members, the Registrar to the Offer and the Escrow Collection Banks (as defined below) have entered into an escrow
The Selling Shareholder and the Company hereby authorize the Underwriters to distribute copies of the RHP, the Prospectus and the Pricing Information attached hereto as Schedule 4 together with all amendments, corrections, corrigenda, supplements or notices to investors, in such manner as is permitted under the applicable Law.
The Selling Shareholder and Buyer hereby consent to the non- exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on the Selling Shareholder with respect to such a claim anywhere in the world.
