Examples of Original Agreement Date in a sentence
The Non-Promoter Sellers, the Holdco and the Holdco Promoters have entered into a share purchase agreement on the Original Agreement Date (as defined below) with the Purchasers (other than Snowdrop), the Purchaser SPV and the Company to sell the Equity Shares held by them to the Purchasers (through the Purchaser SPV), in accordance with the terms set out therein (Long Form SPA).
The Promoters hereby, jointly and severally, make the representations and warranties set out in Part B of Schedule 2 (Company Warranties) to each Purchaser, which shall be true and correct and is not misleading, as of the Original Agreement Date and as of the First Closing Date, as if made on such date.
On the Original Agreement Date, the Seller is the sole legal and beneficial owner of the Sale Shares (as set out against its name in Part A of Schedule 1) and has clear, legal, valid and marketable title in the Sale Shares held by it (subject to the provisions of the Existing Agreements), free and clear from all Encumbrances.
On the basis of the Memorandum of Association, the Company Bye-laws and the Companies Act (in the case of the Companies Act, as in effect on the Original Agreement Date), the sole required approval of the Company Securityholders of this Agreement and the Amalgamation is the affirmative vote of a majority of the issued and outstanding Company Capital Shares, voting together as a single class (the “Company Shareholder Approval”).
Section 4.17(a)(ii) of the Company Disclosure Schedule sets forth an accurate and complete list, as of the Original Agreement Date, of all persons who are independent contractors of any Acquired Company.