Secondary Shares. The Promoter and Existing Shareholders have agreed to sell an aggregate of 14,35,700 (Fourteen Lakhs Thirty Five Thousand Seven Hundred only) Equity Shares (Secondary Shares) owned by them in the Company (details of which have been set out in Section 3 of Schedule 3), which aggregates to a total of 20.1% (twenty point one percent) of the total share capital of the Company, to the Investor, for a total sum of INR 62,00,00,000 (Rupees Sixty Two Crores) and the details of the amount payable to each of the Promoter and the Existing Shareholders will be detailed under Schedule 3 (the total amount payable to the Promoter and Existing Shareholders are collectively referred to as the Purchase Amount).
Secondary Shares. (i) If the underwriters advise the Company that there is sufficient demand to exercise all or a portion of the Over-allotment Option, the Company agrees that it will sell up to 1,082,030 shares of Common Stock to meet such demand. The Company will not be under any obligations under this Agreement to sell in excess of 1,082,030 shares of Common Stock in the exercise of the Over-allotment Option.
Secondary Shares. The Stockholders acknowledge and agree that the Secondary Shares, if any, shall be issued in uncertificated form.
Secondary Shares. Notwithstanding any provision of the Share Restriction Agreement to the contrary, all right, title and interest in and to the Secondary Shares shall be transferred, conveyed, assigned and delivered to the Buyer, free and clear of all Liens, upon the earlier of (i) Buyer’s and Shareholder’s successful filing of a change of ownership for the Company’s facility’s license (Record ID #190723AP) with the California Department of Health Care Services (the “License Transfer”), or (ii) upon the 1-year anniversary of the Closing (such period of time beginning the date of this Agreement and terminating upon the earlier of such events, the “Share Restriction Period”, and each such event, a “Secondary Share Transfer Event”). As promptly as possible prior to and after the Closing, Buyer shall use its best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Bodies that may be or become necessary for its execution and delivery of this Agreement (including without limitation, the License Transfer) and the performance of its obligations pursuant to this Agreement. Each Party shall cooperate fully with the other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The Parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.
Secondary Shares. Subject to the terms and conditions hereof (as ---------------- determined below), each of the Sellers shall sell to each Purchaser, and each Purchaser shall purchase from the Sellers, the number of shares of the Company's preferred stock (the "Preferred Stock") set forth by such Seller's name on Schedule II hereto (said shares being herein collectively called the "Secondary Shares") in the amounts allocated to each Purchaser as set forth on Schedule IIA hereto for the purchase price of $14.8507 per share to be paid in Yahoo Stock and/or in cash, as determined by the Purchasers in their sole discretion at the time of each of the First and Second Closings. The Primary Shares and the Secondary Shares are herein collectively called the "Shares."
Secondary Shares. The Secondary Shares to be purchased by the Underwriters from the Selling Shareholders have been duly authorized for issuance, have been delivered by the Selling Shareholders to the Depositary pursuant to the Deposit Agreement against the issuance of ADSs representing such Secondary Shares, and are validly issued and fully paid and non-assessable. No holder of the Secondary Shares will be subject to personal liability by reason of being such a holder, and the issuance of the Secondary Shares and, subject to the terms of this Agreement, the sale of the Secondary Shares are not subject to the preemptive or other similar rights of any securityholder of the Company.
Secondary Shares. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule C, the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, in each case, subject to such adjustments among the Underwriters as the Underwriters in their sole discretion shall make to eliminate any sales or purchases of fractional securities. Each Underwriter shall purchase from the Selling Shareholders the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, under the column captioned “Number of Secondary Shares to be Purchased from the Selling Shareholders.”
Secondary Shares. At the Closing (and immediately prior to the Stock Purchase), the Selling Stockholder shall sell to the Purchasers, and each of the Purchasers hereby agrees to purchase from the Selling Stockholder that number of Secondary Shares set forth opposite each Purchaser’s name on Exhibit A, free and clear of any Liens, for a per Class A Voting Common Stock price of $3.3956, representing an aggregate purchase price of $3,750,002.17 (the “Secondary Price”), subject to and in accordance with Section 1.01(b).
Secondary Shares. The Secondary Shares specified in Section 2.1(b) of this Agreement shall have been sold and delivered by the Selling Stockholders to the Investor in accordance with the Secondary Share Stock Purchase Agreement.
Secondary Shares. The Chargor further warrants and represents that Paragraph 1.1 (a) to (d) and (f) will be true and accurate with regard to securities which become Secondary Shares after the execution of this Deed, as at the date on which they become Shares.
