 

In the case of any Director / Investor residing abroad, such notice shall be given by email
and where available, by facsimile, to such Director’s / Investor’s email address and facsimile
number, as applicable abroad.

 

93.

Subject to the procedure set out in these Articles for calling a board meeting, it is hereby
clarified that nothing contained in Articles 88 and 90 shall restrict the right of the
Independent Directors for proposing, considering, discussing, deliberating or deciding on
the matters set out in Articles 88 and 90.

Rights of
Independent
Directors with
respect to matters
covered in Article
88 and 90

 

LIQUIDATION EVENT

 

94.

The Investors shall have a liquidation preference right upon the happening of a Liquidation
Event in the manner set forth in this Article 92. On the occurrence of a Liquidation Event,
the proceeds from such Liquidation Event shall be distributed in the following preference
and priority (“Liquidation Preference”):

@ Subject to Applicable Law, each of the Investors shall receive, on a pari passu
basis, prior to and in preference of any other distributions, an amount that provides
each Investor with the higher of (a) 100% (one hundred per cent) of their respective
Investment Amounts or (b) the Determined Price multiplied by the total Equity
Shares held by such Investor; and

(ii) Thereafter, the Promoters shall receive: (a) all remaining amounts in a manner pro
rata to their shareholding in the Company, on a fully diluted basis, in case the
Investors have received 100% (one hundred per cent) of their respective Investment
Amount in accordance with sub-clause (i) (a) above; or (b) up to the Determined
Price multiplied by the total Equity Shares held by the Promoters, in case the
Investors have received amounts in accordance with sub clause (i) (b) above.

(iii) Thereafter, any remaining proceeds shall be distributed to the Shareholders pro-
rata to their shareholding in the Company on a fully diluted basis.

(iv) Any non-cash consideration received on account of any Liquidation Event such as
a merger shall be distributed in accordance with the principles set out in this Article
92.

In the event that the Liquidation Preference in accordance with the foregoing is not permitted
by Applicable Law, then the Company shall make all reasonable efforts to obtain any
Authorizations necessary to allow such Liquidation Preference and if required by the
Investors, subject to Applicable Law, hold the money for Liquidation Preference in trust for
the Investors until such Liquidation Preference such Authorization is received.

Liquidation
Preference

 

95.

The Company and the Key Promoter shall ensure that whatever proceeds are generated
consequent to the Liquidation Event, the Investors shall, at their sole discretion, have the
right to receive, prior to and in preference to any distribution of any of the assets or funds of
the Company to any Shareholder or holder of any other class or series of shares or Securities
in the manner provided in Article 92. The Company shall provide all reasonable assistance
to the Investors in receiving such proceeds.

Proceeds of
Liquidation Event

 

96.

In the event of (i) any liquidation, dissolution, winding up, bankruptcy or other analogous
insolvency proceeding of the Company, either voluntary or involuntary, the holder of
Investor Securities shall, prior to and in preference of any other distributions, receive
proceeds (subject to the Applicable Law) from the winding up or liquidation of the Company
in such manner that provides the Investors the Liquidation Preference; or (ii) any acquisition
of the Company by means of a merger, acquisition or other form of corporate reorganization
in which the Shareholders of the Company do not own majority of the outstanding assets of
the surviving entity, the Investors shall, prior to and in preference of any other distributions,
be entitled to receive shares in the surviving entity in such numbers which provides them
the Liquidation Preference.

 

 

97.

 

If, pursuant to a Liquidation Event, all or 50% (fifty per cent) or more of the assets of the
Company are sold, Majority Investors (in their sole desertion) may by written notice require

 

 

434

 
