Equity Lock-in Conditions. 4.8.1. The shareholding of Seller as on the date of this Agreement (“Existing Shareholding”) is as follows: Name of Shareholders Member Number of Shares Value of Shares in MUR Description of Shareholding Lead Shareholder/ Sole Shareholder ……..% (Please insert percent as per the proposed shareholding of Seller. It shall not be less than 51%) of the subscribed and paid up equity share capital Other Shareholder ……% (Please insert percent as per the proposed shareholding of Seller.) of the subscribed and paid up equity share capital - 4.8.2. Seller shall not undertake or permit any change in the shareholding by any of the Shareholders specified in Clause 4.8.1 without prior written approval of CEB, save and except as provided in Clause 17.4. For the avoidance of doubt, in the event that CEB permits any change in the shareholding specified in Clause 4.8.1, this Clause 4.8.2 shall apply, mutatis mutandis, to such revised shareholding of Seller and any revision in such shareholding of Seller shall be undertaken only with the prior written approval of CEB. 4.8.3. Seller having been set up for the sole purpose of exercising the rights and observing and performing its obligations under this Agreement, Seller hereby undertakes and agrees that it shall not undertake or permit any Change of Control except in accordance with the provisions of Clause 17.4 and that the Lead Shareholder shall hold not less than 51% (fifty one percent) of its subscribed and paid up equity share capital until the expiry of the Term of this Agreement. 4.8.4. In the event of non-compliance with the provisions of Clauses 4.8.2 and 4.8.3 above, the same shall constitute a Seller Default and CEB shall be entitled to terminate this Agreement in accordance with Clause 16.1.2, to encash the entire Development Security and to appropriate the proceeds thereof. (a) it is duly organised and validly existing under the laws of Republic of Mauritius, and has requisite capability, power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) it has the financial standing and technical capability to undertake the Project in accordance with the terms of this Agreement; (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (e) it is subject to the laws of the Republic of Mauritius, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (f) the information furnished in the Proposal and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its Memorandum and Articles of Association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (h) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it, its shareholder (s) or its officers at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (i) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (j) it has complied with the Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement; (k) it shall at no time undertake or permit any Change of Control except in accordance with the provisions of Clause 17.4; (l) the [Lead Shareholder and Other Shareholder] [Sole Shareholder], [have/has] no known unpaid overdue debts to the revenue or customs authorities of Mauritius, as on the date of this Agreement; (m) the [Lead Shareholder and Other Shareholder] [Sole Shareholder] [have/has] the financial standing and resources to fund the required equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; (n) the [Lead Shareholder and Other Shareholder] [Sole Shareholder] [are/is] duly organised and validly existing and recognised under the laws of the Republic of Mauritius, and has requested CEB to enter into this Agreement with Seller, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (o) any shareholder or its Affiliate, has not commenced any legal proceedings against CEB within the 5 (five) years prior to the date of the execution of this Agreement; (p) it is acting on its own account, and its decision to enter into this Agreement is based on its own judgement, not in reliance upon the advice or recommendations of the other Party and it is capable of assessing its merits and understanding, and understands and accepts the terms, conditions and risks of this Agreement; Seller has not relied on any promises, representations, statements or information of any kind that are not contained in this Agreement and in the RE Scheme dated 26 October 2021 in deciding to enter into this Agreement; (q) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for submitting a proposal(s) pursuant to the RE Scheme dated 26 October 2021 and entering into this Agreement or for influencing or attempting to influence any agent, contractor, sub-contractor, officer or employee of CEB in connection therewith; (r) no representation or warranty by it contained herein or in any other document furnished by it to CEB or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; and (s) the stated capital of the shareholder(s) of Seller as at the date of this Agreement is as per the Equity Lock-in Conditions set forth under Clause 4.8. (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorise the execution, delivery and performance of this Agreement; (c) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on CEB‟s ability to perform its obligations under this Agreement; and (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof.
Appears in 1 contract
Sources: Energy Supply and Purchase Agreement
Equity Lock-in Conditions. 4.8.1. The shareholding of Seller as on the date of this Agreement (“Existing Shareholding”) is as follows: Name of Shareholders Member Number of Shares Value of Shares in MUR Description of Shareholding Lead Shareholder/ Sole Shareholder ……..% (Please insert percent as per the proposed shareholding of Seller. It shall not be less than 51%) of the subscribed and paid up equity share capital Other Shareholder ……% (Please insert percent as per the proposed shareholding of Seller.) of the subscribed and paid up equity share capital -
4.8.2. Seller shall not undertake or permit any change in the shareholding by any of the Shareholders specified in Clause 4.8.1 without prior written approval of CEB, save and except as provided in Clause 17.4. For the avoidance of doubt, in the event that CEB permits any change in the shareholding specified in Clause 4.8.1, this Clause 4.8.2 shall apply, mutatis mutandis, to such revised shareholding of Seller and any revision in such shareholding of Seller shall be undertaken only with the prior written approval of CEB.
4.8.3. Seller having been set up for the sole purpose of exercising the rights and observing and performing its obligations under this Agreement, Seller hereby undertakes and agrees that it shall not undertake or permit any Change of Control except in accordance with the provisions of Clause 17.4 and that the Lead Shareholder shall hold not less than 51% (fifty one percent) of its subscribed and paid up equity share capital until the expiry of the Term of this Agreement.
4.8.4. In the event of non-compliance with the provisions of Clauses 4.8.2 and 4.8.3 above, the same shall constitute a Seller Default and CEB shall be entitled to terminate this Agreement in accordance with Clause 16.1.2, to encash the entire Development Security and to appropriate the proceeds thereof.
(a) it is duly organised and validly existing under the laws of Republic of Mauritius, and has requisite capability, power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
(c) it has the financial standing and technical capability to undertake the Project in accordance with the terms of this Agreement;
(d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(e) it is subject to the laws of the Republic of Mauritius, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Proposal and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its Memorandum and Articles of Association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;
(h) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it, its shareholder (s) or its officers at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;
(i) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement;
(j) it has complied with the Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement;
(k) it shall at no time undertake or permit any Change of Control except in accordance with the provisions of Clause 17.4;
(l) the [Lead Shareholder and Other Shareholder] [Sole Shareholder], [have/has] no known unpaid overdue debts to the revenue or customs authorities of Mauritius, as on the date of this Agreement;
(m) the [Lead Shareholder and Other Shareholder] [Sole Shareholder] [have/has] the financial standing and resources to fund the required equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement;
(n) the [Lead Shareholder and Other Shareholder] [Sole Shareholder] [are/is] duly organised and validly existing and recognised under the laws of the Republic of Mauritius, and has requested CEB to enter into this Agreement with Seller, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement;
(o) any shareholder or its Affiliate, has not commenced any legal proceedings against CEB within the 5 (five) years prior to the date of the execution of this Agreement;
(p) it is acting on its own account, and its decision to enter into this Agreement is based on its own judgement, not in reliance upon the advice or recommendations of the other Party and it is capable of assessing its merits and understanding, and understands and accepts the terms, conditions and risks of this Agreement; Seller has not relied on any promises, representations, statements or information of any kind that are not contained in this Agreement and in the RE Scheme dated 26 October 2021 in deciding to enter into this Agreement;
(q) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for submitting a proposal(s) pursuant to the RE Scheme dated 26 October 2021 and entering into this Agreement or for influencing or attempting to influence any agent, contractor, sub-contractor, officer or employee of CEB in connection therewith;
(r) no representation or warranty by it contained herein or in any other document furnished by it to CEB or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; and
(s) the stated capital of the shareholder(s) of Seller as at the date of this Agreement is as per the Equity Lock-in Conditions set forth under Clause 4.8.
(a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement;
(b) it has taken all necessary actions under the Applicable Laws to authorise the execution, delivery and performance of this Agreement;
(c) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on CEB‟s CEB’s ability to perform its obligations under this Agreement; and
(d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof.
Appears in 1 contract
Sources: Energy Supply and Purchase Agreement