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. 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 severally and not jointly, acknowledge that the calculation and payment of STT in relation to sale of the Offered Shares in the Offer for Sale under Applicable Law is the sole obligation of the Selling Shareholders, severally and not jointly, and not of the Book Running Lead Managers, and any deposit of such tax by the Book Running Lead Managers (in the manner to be set out in the Escrow and Sponsor Bank Agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws, and that the Book Running Lead Managers shall neither derive any economic benefits from the transaction relating to the payment of STT nor be liable for obligations of the Selling Shareholders under Applicable Law in this regard. Accordingly, the Selling Shareholders, severally and not jointly, undertake that in the event of any future Proceeding or litigation by any Governmental Authority including the Indian revenue authorities against the Book Running Lead Managers relating to payment of STT in relation to the Offered Shares in the Offer for Sale, the Selling Shareholders shall furnish all necessary reports, documents, papers or information as may be required under Applicable Law or reasonably requested by the Book Running Lead Managers to provide independent submissions for themselves or their respective Affiliates, in any ongoing or future litigation or arbitration and/or investigation by any regulatory or supervisory authority and defray any costs and expenses that are incurred by the Book Running Lead Managers in this regard. Such STT shall be deducted based on an opinion issued by an independent peer reviewed chartered accountant appointed by the Company on behalf of the Selling Shareholders and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have no liability towards determination of the quantum of STT to be paid. The Selling Shareholders hereby agree that the Book Running Lead Managers shall not be liable in any manner whatsoever to the Selling Shareholders for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer.
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. 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.
The Selling Shareholders and QOI shall cause any personal or corporate guarantors who provide Guaranties on the indebtedness or other obligations of QOI or any of its Subsidiaries to continually provide guaranties over the same after the execution of this Agreement in accordance with the current terms thereof. MRV shall use good faith efforts to determine and take suitable measures for relieving or indemnifying the personal or corporate guarantors who provide Guaranties on the indebtedness of QOI or any of its Subsidiaries as listed in Schedule 26 as soon as practicable after Closing.
The Selling Shareholders. As of the Closing, Company and the Selling Shareholders, jointly and severally, represent and warrant to Smart Ventures, and acknowledge that Smart Ventures is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Smart Ventures, as follows:
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 shall have similar rights and obligations as those applicable to the shareholders of the Purchaser and of E-Waste upon completion of the proposed merger by Purchaser into the E-Waste Merger following the E-Waste Merger, and in any event, the Selling Shareholders shall have piggy-back registration rights for the shares allocated to the Selling Shareholders.
