The Selling Shareholders. Total............
The Selling Shareholders. The Selling Shareholders represent and warrant to the Company that, as of the date hereof, except for those representations and warranties that speak of a different date:
The Selling Shareholders. Encl.: Copy to:
(1) Gopal Snacks Limited
(2) The Selling Shareholders Date: [●] To: The BRLMs Dear Sirs, Re: Initial Public Offer of the Equity Shares of the Gopal Snacks Limited (the “Company” and such offer, the “Offer”) – Cash Escrow and Sponsor Bank Agreement dated [●], 2024 (the “Cash Escrow and Sponsor Bank Agreement”) Pursuant to Clause 3.2.4.1(e) of the Cash Escrow and Sponsor Bank Agreement, we write to inform you that the aggregate amount of commission payable to the Designated Intermediaries in relation to the Offer is ₹ [●] and the details and calculation of the commission is enclosed herein. Capitalised terms used but not defined herein shall have the meaning as ascribed to such terms in the Cash Escrow and Sponsor Bank Agreement or the Red Xxxxxxx Prospectus or the Prospectus issued by the Company, as the case may be. Yours faithfully, For and on behalf of Link Intime India Private Limited Copy to:
(1) Gopal Snacks Limited
(2) The Selling Shareholders Enclosed: Details and calculations of the commission Date: [●] To: Public Offer Account Bank Ladies and Gentlemen, Re.: Initial Public Offer of the Equity Shares of Gopal Snacks Limited (the “Company” and such offer, the “Offer”) – Cash Escrow and Sponsor Bank Agreement dated [●], 2024 (the “Cash Escrow and Sponsor Bank Agreement”) Pursuant to Clauses 3.2.4.2(b) of the Cash Escrow and Sponsor Bank Agreement, we hereby instruct you to transfer on [●] towards the Offer Expenses, from the Public Offer Account [●] bearing account No. [●] to the bank accounts as per the table below:
1. [●] [●] [●] [●] [●] [●]
The Selling Shareholders severally and not jointly acknowledge that the payment of securities transaction tax (“STT”) in relation to sale of the Offered Shares in the Offer for Sale is the sole obligation of the Selling Shareholders and not of the Book Running Lead Managers, and any deposit of such tax by the Book Running Lead Managers (in the manner to be set out in the Cash Escrow and Sponsor Bank Agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws, and that the Book Running Lead Managers shall neither derive any economic benefits from the transaction relating to the payment of STT nor be liable for obligations of the Selling Shareholders in this regard. Such STT shall be deducted based on an opinion issued by an independent peer reviewed chartered accountant appointed by the Company on behalf of the Selling Shareholders and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have no liability towards determination of the quantum of STT to be paid.
The Selling Shareholders and Buyer shall pay its own expenses incident to the preparation and carrying out of this Agreement, including all fees and expenses of counsel and accountants.
The Selling Shareholders. As of the Closing, Company and the Selling Shareholders, jointly and severally, represent and warrant to Smart Ventures, and acknowledge that Smart Ventures is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Smart Ventures, as follows:
The Selling Shareholders as set out in Annexure A of this Agreement (collectively referred to as Selling Shareholders, which expressions shall, unless repugnant to the context or meaning thereof, be deemed to mean and include their successors in interest and permitted assigns), of the SECOND PART;
The Selling Shareholders. Robexx X. Xxxdy ----------------------------------------------- Jamex X. Xxxxxx ----------------------------------------------- Donaxx X. Xxxxxxx -38- 39 ----------------------------------------------- John X. Xxxxxx, Xx. Xxe foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. ROBEXX X. XXXXX & XO. INCORPORATED A.G. XXXXXXX & XONS, INC. THE OHIO COMPANY By: ROBEXX X. XXXXX & XO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule II annexed hereto. By: --------------------------------------- Authorized Representative -39- 40 LSI INDUSTRIES INC. Schedule I ---------- Number of Firm Number of Optional Shares Shares ------ ------ The Company 1,100,000 165,000 The Selling Shareholders: Robexx X. Xxxdy --------- ------- Jamex X. Xxxxxx --------- ------- Donaxx X. Xxxxxxx --------- ------- John X. Xxxxxx, Xx. --------- ------- Total . . . . . . . . . . . . . . . . . . . . . . 1,800,000 270,000 ========= ======= 41 LSI INDUSTRIES INC. Schedule II -----------
The Selling Shareholders. At such time subsequent to the Closing as the Buyer may request, the Selling Shareholders covenant and agree that:
(a) Section 338(h)(10)
The Selling Shareholders shall have similar rights and obligations as those applicable to the shareholders of the Purchaser and of E-Waste upon completion of the proposed merger by Purchaser into the E-Waste Merger following the E-Waste Merger, and in any event, the Selling Shareholders shall have piggy-back registration rights for the shares allocated to the Selling Shareholders.
3.4. The remaining provisions of the Agreement shall remain in effect, unless stated or implied otherwise in this Second Extension.
