The Selling Shareholders. Total............ SCHEDULE III SUBSIDIARIES OF XXXXXX DENTAL MANAGEMENT SERVICES INC. ------------------------------------------------------ State or Country NAME OF SUBSIDIARY of Incorporation ------------------ ---------------- SCHEDULE IV PROFESSIONAL CORPORATIONS ------------------------- NAME OWNER ---- -----
The Selling Shareholders. Encl.: Details of Anchor Investors entitled to payment of refund and list of Bidders (other than Anchor Investors) for unlocking of ASBA Account SCHEDULE III Date: [●] To: Escrow Collection Bank Public Offer Account Bank Refund Bank Sponsor Banks Dear Sirs, 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 Clause 3.2.4.1(b) of the Cash Escrow and Sponsor Bank Agreement, we instruct you to transfer on [●] (Designated Date), ₹ [●] from the Escrow Account – [●] bearing account No. [●] and the Escrow Account – [●] bearing account No. [●] to the Public Offer Account as per the following: Name of the Banker to the Offer Amount to be transferred (₹.) Bank and Branch Details Name of Public Offer Account Public Offer Account Number IFSC [●] [●] [●] [●] [●] [●] Pursuant to Clause 3.2.4.1(b) of the Cash Escrow and Sponsor Bank Agreement, the Designated Date is [●] and we instruct you to transfer on [●], ₹ [●] from the Escrow Account – [●] bearing account No. [●] and the Escrow Account – [●] bearing account No. [●] to the Refund Account as per the following: Name of the Banker to the Offer Amount to be transferred (₹.) Bank and Branch Details Name of Refund Account Refund Account Number IFSC [●] [●] [●] [●] [●] [●] The LEI Code of the Company is 335800RVIBX2Q1TX1954. Capitalised terms not defined herein shall have the same meaning as ascribed to them in the Cash Escrow and Sponsor Banks Agreement or the Red Xxxxxxx Prospectus or the Prospectus issued by the Company, as the case may be. Kindly acknowledge your acceptance of the instructions on the copy attached to this letter. Sincerely, For Intensive Fiscal Services Private Limited Authorised Signatory Name: [●] Designation: [●] Tel. No.: [●] E-mail: [●] For Axis Capital Limited Authorised Signatory Name: [●] Designation: [●] Tel. No.: [●] E-mail: [●] For JM Financial Limited Authorised Signatory Name: [●] Designation: [●] Tel. No.: [●] E-mail: [●] For Link Intime India Private Limited Authorised Signatory Name: [●] Designation: [●] Tel. No.: [●] E-mail: [●] Copy to:
The Selling Shareholders. Encl.: Details of Anchor Investors entitled to payment of refund and list of Bidders (other than Anchor Investors) for unlocking of ASBA Account. SCHEDULE III Date: [●] To: Escrow Collection Bank Copy to:
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 and Buyer acknowledge that the transaction described herein is of a confidential nature and shall not be disclosed prior to the Closing except to consultants, attorneys and advisors, or as required by law. The Selling Shareholders and Buyer shall not make any public disclosure of the terms of this Agreement prior to the Closing, except as required by law, such requirement to substantiated by a written opinion of counsel.
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 acknowledge that Aquagenix would be irreparably injured and that monetary damages would not provide an adequate remedy to Aquagenix in the event of a breach or threatened breach of the provisions of subsection (a). Accordingly, the Selling Shareholders agree that, in addition to any other remedy available to Aquagenix, Aquagenix shall be entitled to seek injunctive, specific performance and other equitable relief to prevent or restrain the breach or threatened breach of subsection (a), and Aquagenix shall be entitled to receive reimbursement from the Selling Shareholders for all reasonable attorneys' fees and expenses incurred by Aquagenix in enforcing these provisions if it is the prevailing party. If the Selling Shareholders are the prevailing party, the Selling Shareholders shall be entitled to receive reimbursement from the Company for all reasonable attorneys' fees and expenses incurred by the Selling Shareholders. (d) If Aquagenix takes any action at law or in equity to enforce the provisions of this Section 13, the prevailing party shall be entitled to all fees, costs and expenses, including attorneys' fees, trial and appellate level, in connection with such enforcement from the non-prevailing party. (e) In the event that any Selling Shareholders shall be in violation of the aforementioned restrictive covenants, then the time limitation thereof with respect to the defaulting party shall be extended for a period of time equal to the period of time during which breach or breaches should occur; and in the event Aquagenix should be required to seek relief from a court of competent jurisdiction, then the covenant shall be extended for a period of time equal to the pendency of such proceeding, including appeals. 13.2
The Selling Shareholders and Madocks may exercise the Put Option by giving written notice of such election to the Buyer (a "Put Exercise Notice") in accordance with the terms of paragraph 7 hereby.
The Selling Shareholders on a joint and not a several basis, agree to indemnify and hold the Purchaser harmless, from and after the Closing Date, against and in respect of all matters in connection with any losses, liabilities, costs or damages (including reasonable attorneys' fees) incurred by the Purchaser resulting from (i) any breach of its representations and warranties in Section 4.3, "Title,"or (ii) any breach or nonfulfillment of their covenants in Article 7, "Post-Closing Covenants By the Selling Shareholders."
The Selling Shareholders. Total ......................................... _________ The Selling Shareholders are represented by Heller, Ehrman, White & McAuxxxxx, 005 Xxxxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 xxx have appointed Gidexx Xxx-Xxxxxx xxx Michxxx X. Xxxxxxx, xxd each of them, as the Attorneys-in-Fact for such Selling Shareholder.
