 

shareholding in the Company and on the same terms and conditions (including price) as the
Fresh Issue.

 

75.

Where any of the Investors requires prior legal, governmental, regulatory or Shareholder
approval for subscribing to any Securities pursuant to Articles 65 to 73 then notwithstanding
any other provision of these Articles, such Investor shall only be obliged to subscribe to such
Securities once such approval is obtained, and the relevant Shareholder(s) shall reasonably
cooperate to obtain any such required approvals. The period within which the subscription
by such Investor pursuant to the Fresh Issue 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 30 (thirty) days from the date
of expiry of time period within which such subscription is required to be completed pursuant
to Articles 65 to 73.

 

EXIT RIGHTS

 

76.

Without prejudice to the provisions of Articles 48 to 52, the Investors shall, until they are
provided exit from the Company, have the right to seek an exit from the Company and the
Key Promoter with respect to the Investor Securities held by them in accordance with the
provisions of Articles 74 to 84.

Exit Rights

 

77.

Until the QIPO Date, the Investors shall (without prejudice to the provisions of Articles 48
to 52) have the right to seek an exit from the Company and the Key Promoter, and the
Company and the Key Promoter shall endeavour to provide an exit to the Investors in respect
of their entire investment in the Company, either through a sale to a Third Party purchaser
as set forth in Articles 76 (i) to 76 (iv) or a secondary sale during a Fresh Issue as set forth
in Articles 77(i) to 77(v).

Exit rights prior to
the QIPO Date

 

 

78.

 

@ At any time until the QIPO Date, any Investor may by written notice require the
Company and the Key Promoter to procure a Third-Party purchaser for the
purchase of all or any of the Investor Securities held by such Investor.

(ii) Within a period of 30 (thirty) Business Days from the receipt of the notice
mentioned in the sub-clause (i) above, the Company and the Key Promoter shall
endeavor to procure a bonafide Third Party purchaser and provide a written notice
(“Sale Details Notice”) to all Investors setting forth the particulars of the
purchaser, the price per Security to be payable by the purchaser, the number of
Securities proposed to be purchased and other key terms of the sale. Within a period
of 14 (fourteen) Business Days from the receipt of Sale Details Notice (“Sale
Decision Period”), each Investor (“Exiting Investor”) may by written notice
(“Sale Decision Notice”) to the Company and the purchaser communicate its
willingness to sell all or any Securities held by it to the purchaser at the price and
the terms specified in the Sale Details Notice. The Company and the Key Promoter,
shall make endeavors to do all such acts as may be required (including obtaining
Authorizations, providing the proposed purchaser access to the records of the
Company and other assistance and co-operate for conducting a legal diligence and
executing such documents as necessary to effect the proposed transfer, including
by providing such reasonable representations in relation to the Company as may be
requested by the Exiting Investors if any) to complete the Transfer of Securities
from the Exiting Investor(s) to the purchaser in accordance with the terms and price
specified in the Sale Decision Notice within 7 (seven) Business Days from the
expiry of the Sale Decision Period.

(iii) Pursuant to the receipt of a Sale Decision Notice from one or more Exiting
Investors, in the event the number of Securities proposed to be sold by the Exiting
Investors exceeds the number of Securities set forth in the Sale Details Notice, the
Company and the Key Promoter shall endeavor that the Third Party purchaser
acquires Securities from such Exiting Investors pro-rata to the Equity Shares held
by the Exiting Investors in the Company. The Exiting Investor(s) shall not be
required to make any representation or warranty to the Third-Party purchaser, other
than clear title to the Securities included in the sale and the Exiting Investor’s power
and authority to undertake the proposed sale.

 

Sale to Third Party
Purchaser

 

426

 
