On the Completion Date. (i) Subject to Clause 6.6 and Clause 14.13, the Purchaser shall remit the respective Purchase Consideration (in immediately available funds) to each of the Seller’s Bank Accounts in the amount set out in Column VII of Schedule 3. (ii) the Sellers shall (a) provide to their respective Depository Participants, duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Sellers in writing as soon as practicable after the Execution Date); (b) procure its Depository Participants to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser. (iii) The Sellers shall file the relevant Forms FC-TRS and all related documentation in respect of the transfer of the Sale Shares, with the authorised dealer of the Sellers. (iv) The Sellers shall procure that a Board meeting is held at which the following business shall be transacted: (a) the resignation of the directors, without any claim in respect of breach of contract, compensation for loss of office or termination of employment or redundancy or unfair dismissal, or any other grounds whatsoever (other than pursuant to Clauses 6.1(ix), Clause 6.1(x), Clause 6.1(xi) and the Patni Agreements), whether statutory or otherwise or for unpaid remuneration, nominated by the Sellers to the Board, namely ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ Patni, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Patni, and ▇▇ ▇▇▇▇▇ Theodoor van den ▇▇▇▇, and/or the board of directors of any of the Company’s Subsidiaries (if any), shall be tendered and accepted by the Board or such boards of directors of the Company’s Subsidiaries, as the case may be; (b) the appointment of directors nominated by the Purchaser on the Board shall be approved; and (c) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out above and the amendment of the Articles of Association shall be convened.
Appears in 2 contracts
Sources: Share Purchase Agreement (Patni Computer Systems LTD), Share Purchase Agreement (Igate Corp)
On the Completion Date. (i) Subject to Clause 6.6 and Clause 14.13, the Purchaser shall remit the respective Purchase Consideration (in immediately available funds) to each of the Seller’s Bank Accounts in the amount set out in Column VII of Schedule 3.
(ii) the Sellers shall (a) provide to their respective Depository Participants, duly executed DP Instructions in the prescribed form for the transfer of the Sale Shares to the Demat Account of the Purchaser (details of which shall be provided to the Sellers in writing as soon as practicable after the Execution Date); (b) procure its Depository Participants to duly acknowledge such DP Instructions; (c) deliver a copy of such acknowledgement to the Purchaser; and (d) use best endeavours to procure credit of the Sale Shares to the Demat Account of the Purchaser.
(iii) The Sellers shall file the relevant Forms FC-TRS and all related documentation in respect of the transfer of the Sale Shares, with the authorised dealer of the Sellers.
(iv) The Sellers shall procure that a Board meeting is held at which the following business shall be transacted:
(a) the resignation of the directors, without any claim in respect of breach of contract, compensation for loss of office or termination of employment or redundancy or unfair dismissal, or any other grounds whatsoever (other than pursuant to Clauses 6.1(ix), Clause 6.1(x), Clause 6.1(xi) and the Patni Agreements), whether statutory or otherwise or for unpaid remuneration, nominated by the Sellers to the Board, namely ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ Patni, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Patni, and ▇▇ ▇▇▇▇▇ Mr Louis Theodoor van den ▇▇▇▇, and/or the board of directors of any of the Company’s Subsidiaries (if any), shall be tendered and accepted by the Board or such boards of directors of the Company’s Subsidiaries, as the case may be;
(b) the appointment of directors nominated by the Purchaser on the Board shall be approved; and
(c) an extra-ordinary general meeting of the shareholders of the Company to approve the matters set out above and the amendment of the Articles of Association shall be convened.
Appears in 1 contract
Sources: Share Purchase Agreement