 

are Controlling, Controlled by or are under the common Control with the relevant
Investor, its Affiliates, or the aforementioned funds and investment vehicles;

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

xxi) “Deed of Adherence” shall mean the deed of adherence in the form agreed amongst the | “Deed of
Company, the Promoters and the Investors in the Agreement, for the purpose of agreeing to | Adherence”
be bound by the terms of the Agreement;
xxii) “DEG” shall mean DEG — Deutsche Investitions — Und Entwicklungsgesellschaft Mbh, a| “DEG”
financial institution incorporated and existing as a limited liability company under the laws
of the Federal Republic of Germany;
xxiii) “DEG Prohibited Lists” include the Specially Designated Nationals and Blocked Persons|“DEG Prohibited
list and any other publicly available list of terrorists, terrorist organizations, narcotics | Lists”
traffickers or other similarly proscribed parties, maintained by the U.S. Department of the
Treasury's Office of Foreign Assets Control or by any other department or agency of the
government of the United States of America or the European Union;
xxiv) “DEG Prohibited Person” means any Person that is named on the DEG Prohibited Lists; |“DEG Prohibited
Person”
XXV) “Depositories Act” shall mean the Depositories Act, 1996 and any statutory modification | “Depositories Act”
or re- enactment thereof for the time being in force in India;
xxvi) “Determined Price” shall mean fair market value of each Security being sold/bought back | “Determined Price”
(as applicable), as determined by an Independent Valuer appointed (i) jointly by the
Investors whose Securities are being sold / bought back; or (ii) by the relevant Investor,
when only one Investor’s Securities are being sold / bought back;
xxvii) “Director” shall mean a director appointed on the Board from time to time in accordance | “Director”
with the provisions of Applicable Law and the Articles of the Company;
xxviii) “Encumbrance” shall mean: “Encumbrance”
@ any mortgage, charge (whether fixed or floating), pledge, lien (statutory or other),
hypothecation, assignment, security interest or other encumbrances of any kind
securing or conferring any priority of payment in respect of any obligation of any
Person and includes without limitation any right granted by a transaction which, in
legal terms, is not the granting of security but which has an economic or financial
effect similar to the granting of security in each case under any Applicable Law;
(ii) any voting agreement, interest, option, right of first offer, refusal or Transfer
restriction in favour of any Person; and
(iii) any adverse claim as to title, possession or use;
xxix) “Equity Shares” shall mean the equity shares of par value of INR 10 (Rupees Ten only) | “Equity Shares”
each of the Company and carrying 1 (one) vote each;
XXX) “ESOP” shall mean employee stock options of the Company; “ESOP”
xxxi) “ESOP Scheme” shall mean the Suryoday Employees Stock Option Scheme 2010 and any | “ESOP Scheme”
other scheme formulated by the Company and approved by the Board and shareholders in
accordance with the terms of these Articles;
xxxii) “Extraordinary General Meeting” shall mean meeting of the Company’s Shareholders, | “Extraordinary
which is not an Annual General Meeting; General Meeting”
xxxiii) “FEMA” shall mean the Foreign Exchange Management Act, 1999, read with the rules and | “FEMA”
regulations prescribed thereunder;
Xxxxiv) “FEMA Regulations” shall mean the Foreign Exchange Management (Transfer or Issue of | “FEMA
Security by a Person Resident Outside India) Regulations 2017, as amended from time to| Regulations”

 

time;

 

 

406

 
