 

place within a period of 120 (one hundred twenty) days following the expiry of the Tag
Along Period, the right of the Tag Seller to Transfer the Tag Offer Securities to such Tag
Purchaser shall lapse and the provisions of the Articles 53 to 64 shall once again apply to
the Tag Offer Securities.

 

64.

Where any of the Investors requires prior legal, governmental, regulatory or Shareholder
approval for Transfer of the Equity Shares (the “Relevant Investor”) then, notwithstanding
any other provision of these Articles, the Relevant Investor(s) shall only be obliged to sell
the Equity Shares once such approval is obtained, and the relevant Shareholder(s) shall
reasonably cooperate to obtain any such required approvals. The period within which a
Transfer of such Equity Shares by the Relevant Investor to the Tag Purchaser has to be
completed shall be extended by such further period as is necessary for the purpose of
obtaining the above approvals, provided however that such extension shall not be beyond a
period of 120 (one hundred twenty) days from the date of expiry of the Tag Along Period.

Extension of Tag
Along period

 

65.

For the avoidance of doubt, the Tag Along Right of the Investors’ (who are entitled to
exercise the Tag Along Right under Article 53 & 54) shall apply regardless of whether the
Tagged Securities are of the same class or type of the Tag Offer Securities, provided that, to
the extent such a difference in class or type exists, the consideration payable to the Investors
for the Tagged Securities shall be calculated as if all shares of the Company and Securities
held by the applicable seller and Investors which will be subject to a Transfer under Articles
53 & 54 (assuming the Investors exercises their tag-along rights in full) had been converted
into Equity Shares of the Company on the date immediately prior to the date of the Tag
Along Notice (to the extent not already in the form of common shares of the Company) at
the conversion price which would be applicable on such date had such conversion occurred
on such date.

Consideration for
Tagged Securities

 

66.

If the number of Equity Shares that a Tag Purchaser is permitted to purchase under
Applicable Law is less than the total number of Equity Shares intended to be transferred by
the Tag Seller and the Investor exercising their Tag Along Right, then the number of Equity
Shares that may be transferred by the Tag Seller and the Investor exercising their Tag Along
Right shall be reduced in proportion to their inter-se shareholding in the Company to comply
with the Applicable Law. Provided that the Investor shall have the option (at their sole
discretion) to not Transfer their Equity Shares in reduced numbers than their entitlement
pursuant to the exercise of their Tag Along Right. Provided further that, this Article 64 shall
not restrict a Transfer of Equity Shares by a Member who is a Non-resident to another Non-
resident that is permitted under the Applicable Law.

Proportional
reduction of Tagged
Securities

 

PRE-EMPTION AND ANTI-DILUTION RIGHTS OF INVESTORS

 

67.

Subject to compliance with the procedure set out in Articles 65 to 73, the Company may
raise funds by way of fresh issue of Securities, other than issue of Securities through a rights
issuance under Section 62(1)(a) of the Act (“Fresh Issue” and such Securities, the “New
Securities”), to any Person who is a not a Shareholder of the Company at the time of the
Fresh Issue of Securities (“Future Investor”). Notwithstanding anything contained
anywhere in these Articles, each of the Investors shall at all times be entitled to have the
first right to participate in the Fresh Issue to the extent required to maintain their respective
percentage shareholding in the Company on the basis of the Equity Shares actually held by
them and on the same terms and conditions (including price) as the Fresh Issue.

 

68.

The Company shall offer proportionate number of the New Securities to each of the
Investors by delivery of a written notice to the Investor which notice shall state (i) the
number of New Securities proposed to be issued; (ii) the terms of such Fresh Issue; and (iii)
the proposed purchase price per New Security proposed to be issued. Each of the Investors
shall have the right to participate in the Fresh Issue through 1 (one) or more of their Affiliates
or such nominees as may be acceptable to the Company.

 

 

69.

 

@ Each of the Investors may respond to the Company with a firm letter of offer to
buy (“Acceptance Letter”) up to the pro rata proportion (proportionate to the
Equity Shares held by such Investor in the Company at such point of time) of the
New Securities (i) in the event that the Fresh Issue is of 15% (fifteen per cent) or
more of the share capital of the Company, within 60 (sixty) Business Days; or (ii)

 

 

424

 
