Common use of Fundamental Terms Clause in Contracts

Fundamental Terms. 2.1 The Banking Company and the Founders will ensure that Investor is not considered or classified to be the ‘promoter’ of the Banking Company under applicable Laws for any reason whatsoever and that the Investor CCPS held by the Investor is not subject to any restriction on Transfer or otherwise (including that of lock-in or other restriction) which are applicable to promoters under any applicable Law, subject to terms of the Shareholders’ Agreement. 2.2 The Parties expressly acknowledge and agree that in the context of the Founders’ relationship with the Banking Company as promoters and the appointers of key employees of the Banking Company, the Founders’ direct and indirect ownership interest in the Banking Company is a substantial ownership interest, and that the Investor will not proceed with the subscription to the Subscription Securities on the terms and conditions set out herein, but for the Founders’ covenants under the Definitive Agreements to ensure the protection of the value of the Banking Company. It is hereby clarified that the decision of the Investor to invest in the Banking Company is its own independent decision on the basis of the representations, warranties and undertakings herein and under the Shareholders’ Agreement. 2.3 Simultaneously with the execution of this Agreement, the Banking Company shall have provided the Investor certified true copies of the resolution of the Board of the Banking Company approving this Agreement including the consummation of the transactions under this Agreement and authorizing the Person(s) executing this Agreement on behalf of the Banking Company to so sign the Investor shall have received a certified true copy of such resolution.

Fundamental Terms. 2.1 The Banking Company and the Founders will ensure that Investor is Investors are not considered or classified to be the ‘promoter’ of the Banking Company under applicable Laws for any reason whatsoever and that the respective Investor CCPS held by the Investor is Investors are not subject to any restriction on Transfer or otherwise (including that of lock-in or other restriction) which are applicable to promoters under any applicable Law, subject to terms of the Shareholders’ Agreement. 2.2 The Parties expressly acknowledge and agree that in the context of the Founders’ relationship with the Banking Company as promoters and the appointers of key employees of the Banking Company, the Founders’ direct and indirect ownership interest in the Banking Company is a substantial ownership interest, and that the Investor Investors will not proceed with the subscription to the Subscription Securities on respective Investor CCPSon the terms and conditions set out herein, but for the Founders’ covenants under the Definitive Agreements to ensure the protection of the value of the Banking Company. It is hereby clarified that the decision of the Investor Investors to invest in the Banking Company is its their own independent decision on the basis of the representations, warranties and undertakings herein and under the Shareholders’ Agreement. 2.3 Simultaneously with the execution of this Agreement, the Banking Company shall have provided the Investor Investors certified true copies of the resolution of the Board of the Banking Company approving this Agreement including the consummation of the transactions under this Agreement and authorizing the Person(s) executing this Agreement on behalf of the Banking Company to so sign and the Investor Investors shall have received a certified true copy of such resolution. 2.4 Each Investor shall have provided the Banking Company and the Founders certified true copies of the resolution of its boards of directors or governing bodies approving this Agreement including the consummation of the transactions under this Agreement and authorising the Person(s) executing this Agreement on behalf of it to so sign.