 

(iii) the proposed price per Tag Offer Security that the Tag Purchaser has agreed to pay
to the Tag Seller for the Tag Offer Securities;

(iv) the proposed date of consummation of the proposed Transfer; and

(v) a representation that the proposed transferee of the Tag Offer Securities has been
informed of the Tag Along Right of the Investors and has agreed to purchase all
the Equity Shares required to be purchased in accordance with the terms of this
Article.

Notwithstanding anything contained in this Article 55, the consideration payable pursuant
to exercise of the Tag Along Right by any Investor shall be cash consideration only, unless
otherwise agreed by such Investor.

 

58.

Each of the Investors, who is entitled to exercise the Tag Along Right under the Articles 53
and 54, may respond to the Tag Along Notice by serving a written notice on the Tag Seller
(“Response Notice”) prior to the expiry of 30 (thirty) Business Days of receipt of the Tag
Along Notice (“Tag Along Period”) specifying therein the number of Securities which the
relevant Investor and/or its Affiliate (who are entitled to exercise the Tag Along Right under
Article 53 and 54) intends to Transfer to the Tag Purchaser pursuant to the exercise of its
Tag Along Right (the “Tagged Securities”) and require the Tag Seller to ensure that the
Tag Purchaser also purchases the Tagged Securities which is mentioned in the Response
Notice(s), at the same price and on the same terms as are mentioned in the Tag Along Notice.

Tag Along Period

 

59.

The Tag Seller shall, forthwith but not later than 30 (thirty) Business Days from the expiry
of the Tag Along Period, take all necessary steps to Transfer the Tag Offer Securities along
with Tagged Securities to the Tag Purchaser. The closing of the sale and purchase of the
Tag Offer Securities and the Tagged Securities shall be held at the principal office of the
Company at 11:00 a.m. local time, not later than 30 (thirty) Business Days from the expiry
of the Tag Along Period, if no approval pursuant to Article 62 is required (provided that if
any approval is required pursuant to Article 62, then such period shall be the 55" (fifty fifth)
Business Day after the expiry of the Tag Along Period) or at such other time and place as
the parties to the transaction (the Tag Purchaser, Tag Seller and the relevant Investor) may
agree. At such closing, the Tag Seller and the relevant Investors who proposes to sell their
Tagged Securities shall deliver to the Tag Purchaser identified in the Tag Along Notice,
certificates representing the Tag Offer Securities and the Tagged Securities respectively,
accompanied by duly executed instruments of Transfer or duly executed Transfer
instructions to the relevant depository participant. The Tag Purchaser shall deliver at such
closing full payment in respect of the Tag Offer Securities and the Tagged Securities to the
Tag Seller and the relevant Investors (who has sold the Tagged Securities), respectively. It
is clarified that the Investors shall not be liable to pay any stamp duty applicable in relation
to the said Transfers.

Sale of Tag offer
Securities

 

60.

It shall be the responsibility and liability of the Tag Seller to ensure that, along with the Tag
Offer Securities, the Tag Purchaser also acquires the Tagged Securities for the same
consideration and upon the same terms and conditions as applicable to the Tag Offer
Securities. If the Tag Purchaser fails to purchase the Tagged Securities from the Investor(s)
and/or its Affiliate (who are entitled to exercise the Tag Along Right under this Article),
such Tag Seller shall not make the proposed Transfer, and if purported to be made, such
Transfer shall be null and void.

Transfer of Tagged
Securities

 

61.

None of the Investors and/or their respective Affiliates shall be required to provide any
representations or warranties or indemnities to the Tag Purchaser except for a representation
of clear title to their respective Tagged Securities being Transferred.

Representation by
Tag Seller

 

62.

The Tag Along Right set forth in Articles 53 and 54 shall apply in each case of a proposed
Transfer by the Promoters of their Securities subject to the terms of these Articles.

Applicability of Tag
along Rights

 

 

63.

 

In the event that none of the Investors deliver Response Notice(s) to the Tag Seller prior to
the expiry of the Tag Along Period, then, upon the expiry of the Tag Along Period, the Tag
Seller shall subject to restrictions in Articles 44 to 47 be entitled to sell and Transfer the Tag
Offer Securities to the Tag Purchaser mentioned in the Tag Along Notice on the same terms
and conditions and for the same consideration as is specified in the Tag Along Notice. If
completion of the sale and Transfer to the Tag Purchaser by the Tag Seller does not take

 

Expiry of Tag along
period

 

423

 
