In consideration of the sale of the Sale Shares to me/us by the Seller at such consideration as agreed, I/we undertake to deposit the Sale Shares, after completion of the payment of all the consideration payable by me/us for the purchase of the Sale Shares, into a securities trading account in my/our name opened with your securities company (“My Trading Account”).
Please accept the following irrevocable and unconditional instructions, which can only be varied or terminated in writing by me/us together with the Seller or be terminated at the end of five (5) business days after the Holding Period (as defined below):
请接受以下不可撤销和无条件的指示，这些指示能由本人/吾等联同卖方以书面形式更改或终止，或于指定保管时间(将由下列定义)后 5 个工作天终止:
- The Sale Shares shall be held and maintained in My Trading Account for a period of not less than one year after I/we have made full payment of the Sale Shares and after completion of its registration and recording in your records and systems of My Trading Account (“Holding Period”);
- Any and all sale or disposal of the Sale Shares shall be subject only to the joint instructions from me/us and the Seller during the Holding Period;
- I/We hereby undertake and agree not to dispose or sell or otherwise cause to be disposed or sold or create any charge/pledge/lien/security or encumbrance of whatsoever nature against the Sale Shares or any part thereof nor by whatever means pledge or charge My Trading Account or any equity and/or benefit/right thereof to any third party/corporation without the prior written consent from the Seller.
- In the event, for whatever reason, that any or all of the Sales Shares were sold or disposed of during the Holding Period, you are hereby specifically instant to hold all proceeds of sale from such sale or disposal in My Trading Account pending joint instructions from me/us and the Seller for release of all sale proceeds; and
- You shall have the absolute right and discretion to notify the Seller or its authorized representative immediately if there be any arrangement and/or dealing with the Sale Shares or any part thereof during the Holding Period.
I/We hereby agrees to indemnify and keep indemnified and holds harmless you (being the Seller) and your securities company from any damage, loss, cost or expense arising out of or connected with any claim or dispute arising from your performance of the instructions provided herein.
I/We agree that the terms herein shall be subject to and construed in accordance with the laws of New Zealand and be subject to the jurisdiction of the courts of New Zealand.
I/We acknowledge receipt of the irrevocable and unconditional instructions given by the Purchaser. Notice with details shall be provided if and when needed.