 

in any other case, within 30 (thirty) Business Days of receipt of the notice referred
to in Article 66.

(ii) If all the Investors decline the offer set out in the said notice or fail to respond to
the notice within the stipulated period set out in Article 67(i) above, the Company
may within 10 (ten) Business Days of the expiry of the said period, proceed with
the Fresh Issue to the Future Investor, in its entirety. However, if one or more of
the Investors sends the Acceptance Letter, the Company may only proceed with
Fresh Issue subject to the Investor that has sent the Acceptance Letter receiving its
share entitlement simultaneously with the Future Investor on the same terms and
conditions (including price) as provided to the Future Investor.

(iii) In the event that an Acceptance Letter has been sent by any of the Investors, the
Company shall ensure that such issuance to the Future Investor and the accepting
Investor is completed within 3 (three) months from the date of receipt of the last
Acceptance Letter by the Company.

 

70.

The Company and the Key Promoter shall cooperate in all things necessary or appropriate
under Applicable Law to consummate the transactions contemplated hereby, including
without limitation, the performance of such further acts or the execution and delivery of any
additional instruments or documents as may be reasonably requested or required in order to
carry out the execution of the necessary documents proposed to be executed with the Future
Investor pertaining to any Fresh Issue of New Securities by the Company.

 

71.

In no event whatsoever shall any New Securities be issued by the Company in terms of
Article 77(i) on terms and conditions that are more favourable than those set out in these
Articles. However, in the event the Future Investor receives certain rights or entitlements
that are more beneficial than those granted to the Investors under these Articles, the
Company shall have the obligation to confer those rights or entitlements on all the Investors.
If the Company decides to Transfer any such more beneficial rights it shall execute any
document and/or amend Charter Documents suitably to extend such more favourable rights
or entitlements to the Investors.

 

72.

Subject to Article 69, if for any reason whatsoever, the Company issues any New Securities
at a lower price than the price paid by any Investor for each Investor Securities, then
notwithstanding anything contained in these Articles and without prejudice to any other
rights of such Investor hereunder, but subject to Articles 44 to 47, such Investor shall be
entitled to receive corresponding additional value / Securities from the Company on a
“Weighted Average Price” in order to maintain their shareholding (on a fully diluted basis)
in any manner permitted by the Applicable Law. For the purpose of this Article, the
Weighted Average Price shall be determined in accordance with the formula as set out in
the Agreement.

 

2B

Nothing in Articles 65 to 69 and 72 to73 shall apply to:

@ Equity Shares (or options to purchase Equity Shares) issued or issuable to officers,
directors and employees of the Company pursuant to an employee stock plan that
has been approved by the Board;

(ii) Equity Shares issuable upon the exercise or conversion of any convertible
instrument;

(iii) Equity Shares issued or issuable in connection with any stock split or stock
dividend of the Company.

(iv) Equity shares issued or issuable pursuant to Rights of Key Promoter to subscribe

for shares pursuant to Article 43.

 

 

74,

 

Notwithstanding anything contained in Articles 65 to 73, but subject to Articles 44 to 47, if
any Affiliate of the Investors holds any Securities of the Company at the relevant time, such
Affiliate shall also have (and the Company shall offer to such Affiliate) the first right to
participate in the Fresh Issue to the extent required to maintain its percentage equity

 

425

 

 
