Dealing With Shares Sample Clauses
Dealing With Shares. 5.1 Restrictions in relation to Equity Shares
(a) The Strategic Partner expressly agrees and undertakes that it shall not for a period of 3 (three) years from the Closing Date, directly or indirectly, sell, transfer, assign, pledge, charge, grant a beneficial interest in, grant any option or right to purchase, or in any other way dispose or encumber (collectively, "Transfer") any Equity Shares or the legal or beneficial ownership of the Equity Shares, to any Person; Provided however that the aforesaid restriction shall not apply if a pledge of Equity Shares is made by the Strategic Partner pursuant to Clause 5.1(c).
(b) The Parties agree that in the event that any share transfer committee is constituted pursuant to Clause 4.1(e), no Transfer of any Equity Shares held by any Shareholder shall be approved by such share transfer committee without an affirmative vote of the nominee of the Government on the share transfer committee. Provided however, that the Government nominee on the share transfer committee shall not withhold its approval to any Transfer of Equity Share(s) if such Transfer is in accordance with the terms of this Agreement.
(c) The Strategic Partner may with the prior written approval of Government, pledge the Equity Shares held by it with an Indian financial institution, a scheduled bank or a recognised international lender as security for any loan or advances made by such financial institution, scheduled bank or recognized international lender to the Company. The Strategic Partner shall at the time of seeking the approval of the Government reveal the identity of the proposed pledgee(s) and the material terms and conditions concerning the creation of the pledge and shall procure an undertaking from the pledgee(s) to the effect that it shall be bound by the restrictions on transfer of Equity Shares and the contractual obligations and covenants as provided in this Agreement.
(d) The Government may pledge, charge or mortgage the Equity Shares held by it, provided it gives a written notice to the Strategic Partner 15 (fifteen) days prior to the creation of such pledge, charge or mortgage specifying the identity of the Person in whose favour the Government proposes to pledge, charge or mortgage the Equity Shares held by it and the material terms and conditions concerning the creation of such pledge, charge or mortgage.
Dealing With Shares. 1Restrictions on Transfer of Shares
Dealing With Shares. No Transfer of Shares
2.1 Except as expressly provided for in this Part 2, the Shareholders hereof shall not sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber their Shares or their rights under this Agreement without first complying with all of the provisions of this Agreement unless, prior to the disposition or encumbrance of their Shares, all of the Shareholders have consented in writing to such disposition or encumbrance. Endorsement on Certificate
2.2 Share certificates of the Corporation shall bear the following language either as an endorsement or on the face thereof: "The shares represented by this certificate are subject to all the terms and conditions of a Shareholders' Agreement made as of May 1, 2006 as the same may be amended from time to time" Sale of Shares
(a) Any Shareholder (in this Section 2.3, the "Offeror") who desires to sell all or any of its Shares shall give notice of such proposed sale (in this Section 2.3, the "Notice") to the Corporation and to the other Shareholders and shall set out in the Notice the number of its Shares that it desires to sell (in this Section 2.3, the "Offered Shares") and the terms upon which and the price at which it desires to sell the Offered Shares (in this Section 2.3, the "Purchase Price").
(b) Upon the Notice being given, the other Shareholders (in this Section 2.3, "the Offerees" or "an Offeree") shall have the right to purchase all, but not less than all, of the Offered Shares for the Purchase Price. The Offerees shall be entitled to purchase the Offered Shares pro rata based upon the number of Shares beneficially owned by the Offerees or to purchase in such other proportion as the Offerees may agree in writing.
(c) Within 10 Business Days of having been given the Notice, each Offeree who desires to purchase all of the Offered Shares that it is entitled to purchase in accordance with the provisions of Section (b) shall give notice to the Offeror, to the Corporation and to the other Offerees. If any Offeree does not give such notice, the Offered Shares that it had been entitled to purchase (in this Section (c), the "Rejected Shares") may instead be purchased by the Offerees who did give such notice, pro rata based upon the number of Shares beneficially owned by such Offerees as between themselves or in such other proportion as such Offerees may agree in writing, and, within five Business Days after the expiry of the 10 Business Day period specified in this Se...
Dealing With Shares. 22 3.1 No Transfer of Shares................................................................................................................. 22 3.2 Endorsement on Certificates........................................................................................................ 22 3.3 Shareholder Representations and Warranties............................................................................... 23 3.4 Purchase of Shares of a Shareholder........................................................................................... 23 3.5 Death or Incapacity of a Shareholder.......................................................................................... 26 3.6 Right of First Refusal.................................................................................................................. 27 3.7 Piggyback Right on Sale of Shares............................................................................................. 29 3.8 Drag-Along Right...................................................................................................................... 29 3.9 Valuation................................................................................................................................... 32 3.10 Exclusivity of Sections.............................................................................................................. 32 ARTICLE 4................................................................................................................................... 33 4.1 Material Adverse Transfer, etc 2................................................................................................ 33 ARTICLE 5 MATTERS RELATING TO ISSUANCE OF SHARES BY THE CORPORATION................................................................................................ 33 5.1 Dilution.................................................................................................................................... 33 5.2 Pre-Emptive Right.................................................................................................................... 33
Dealing With Shares. Following Closing and pending the registration of Buyer as holder of the Shares, the Sellers shall deal with Shares and all dividends, distributions and rights to which a holder of such Shares is entitled in its capacity as a holder of such Shares as Buyer may direct in writing and shall hold the Shares and dividends and other distributions of profit or surplus or other assets declared, paid or made in respect of the Shares after Closing and all rights arising out of or in connection with them as bare trustees for Buyer, until the Shares are registered in the name of Buyer.
Dealing With Shares. 11.1 No Shareholder shall pursuant to article 9 of the Memorandum of Association and without obtaining prior approval of the other Shareholder:
11.1.1 Sell, assign, transfer, pledge, mortgage, charge or otherwise encumber any share of any interest in any share;
11.1.2 Grant an option over any share or any interest in any share; or
11.1.3 Enter into any agreement in respect of the votes attached to any share.
11.1.4 A transfer of any share pursuant to Article 9 of the Memorandum of Association shall be on the following conditions:
11.1.5 If the Shareholder transfers any share to a person who is not already a Shareholder it shall require the transferee as a condition of the transfer to execute a deed in the form of the Deed of Adherence confirming to the other Shareholders that it shall be bound by this Agreement as a Shareholder in respect of each share transferred;
11.1.6 Each Shareholder shall procure that the Board registers in the Register a transfer of shares carried out in accordance with this Agreement and the Memorandum of Association in the agreed form.
Dealing With Shares. 5.01 Pre-Emptive Rights
(1) Subject to the provisions of Section 5.01(2), if any additional shares of the Corporation are to be issued from treasury, the Corporation will first offer such shares to the Voting Shareholders by notice given to them of the Corporation’s intention to issue additional shares, the number and class thereof to be so issued and the proposed price and terms of the shares so offered. The Voting Shareholders will have the right to purchase the shares so offered pro rata based upon the number of Voting Shares beneficially owned by the Voting Shareholders at the date notice is given. Each Voting Shareholder will have 60 Business Days from the date such notice is given to take up and pay for any of the shares so offered to the Voting Shareholder. The shares that have not been taken up and paid for within the 60 Business Days will be offered again by the Corporation by notice given to those Voting Shareholders who took up and paid for all the shares initially offered to them, and each of such Voting Shareholders will have the right to purchase the shares so offered pro rata based upon the number of Voting Shares beneficially owned by such Voting Shareholders at the date notice is given of such subsequent offer. Such Voting Shareholders will have 10 Business Days from the date such subsequent notice is given to take up and pay for any of the shares so offered, and so on from time to time until all the shares have been taken up or until all the Voting Shareholders have refused to take up any more, in which latter event the shares not so taken up may be issued to such persons as the directors in their discretion determine, provided that such persons agree to be bound by this Agreement and to become parties hereto and the subscription price and terms of the shares so offered will be the same as the subscription price and terms offered to the Voting Shareholders.
(2) The pre-emptive rights described in Section 5.01(1) will not apply to an issuance of shares to the extent that the Board determines that the shares so offered are being issued pursuant to, or upon the exercise of securities granted under, equity incentive plans of the Corporation established by the Board in accordance with Section 4.09.
Dealing With Shares