The Share. Escrow Agent agrees that it shall ensure that the Escrow Demat Account will not be operated in any manner and for any other purpose other than as provided in this Agreement and as required under SEBI ICDR Regulations. The Share Escrow Agent xxxxxx agrees and undertakes not to comply with any instructions which are not provided in accordance with the terms of this Agreement, including, without limitation, any instructions from the Company or any of the Selling Shareholders which are not provided in accordance with the terms of this Agreement, after due verification.
The Share. Escrow Agent shall promptly issue a notice to the Parties, on becoming aware of the occurrence of any of the events or proceedings as set out in Clause 8.2(ii) above, including any pending, potential or threatened proceeding which would likely result in the occurrence of such event.
The Share. Escrow Agent shall keep all information and other materials passing between it and the other Parties in relation to the transactions contemplated by this Agreement, which was either designated as confidential or which was by its nature intended to be, confidential (“Confidential Information”), and shall not divulge such information to any other person or use such Confidential Information other than:
The Share. Exchange Ratio specified in paragraph (a)(i) above shall be subject to a minimum of 0.85 of a BCE Share per Common Share and a maximum of 0.97 of a BCE Share per Common Share. The Offer shall be subject only to the conditions set forth on Schedule B hereto.
The Share. Escrow Agent shall provide a written confirmation on the credit of the Offered Shares to the Escrow Demat Account to the Company, each of the Promoter Selling Shareholders and the Lead Managers, in a form as set out in Schedule D on the same Working Day on which the Offered Shares have been credited to Escrow Demat Account.
The Share. Escrow Agent xxxxxx agrees and consents to the inclusion of its name and references to it for the purposes of the Offer, in whole or any part thereof, in the Red Xxxxxxx Prospectus, the Prospectus and any other material prepared in connection with the Offer which are intended to be filed with the SEBI, RoC and the Stock Exchanges.
The Share. Escrow Agent hereby acknowledges and shall ensure compliance with Applicable Law and shall ensure that the Escrow Demat Account shall not be operated in any manner and for any purpose other than as per this Agreement and under Applicable Laws.
The Share. Consideration 6
The Share holder hereby agrees that during the period commencing on the date hereof and continuing until this provision terminates pur- suant to Section 7 hereof, at any meeting of the holders of shares of Common Stock, however called, or in connection with any written consent of the holders of shares of Common Stock, it shall vote (or cause to be voted) the Shares held of record or Beneficially Owned (as defined below) by it, whether here- tofore owned or hereafter acquired, (i) in favor of the adop- tion of the Merger Agreement and any actions required in fur- therance thereof and hereof; (ii) against any action or agree- ment that would result in a breach in any respect of any cov- enant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement (after giv- ing effect to any materiality or similar qualifications con- tained therein); and (iii) except as otherwise agreed to in writing in advance by Acquiror, against the following actions (other than the Merger and the transactions contemplated by the
The Share warehousing Company shall transfer the shares held to the Company’s employees according to the Employee Incentive Scheme and the resolutions of the board of directors.
