Sample Share Purchase And Share Holder Agreement Page 41

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“Confidential Information” shall have the meaning ascribed to such term in Clause 8.2 (a)
hereof;
“Default Notice” shall have the meaning ascribed to such term in Clause 5.7 (a) hereof;
“Defaulting Party” shall have the meaning ascribed to such term in Clause 5.7 (a) hereof;
“Dispute” shall have the meaning ascribed to such term in Clause 10.1(a) hereof;
“Employee” shall mean persons who are on the rolls of the Company on the Closing Date
and shall include workmen, managers and supervisors but shall exclude the directors of
the Company prior to the Closing Date.
"Equity Share(s)" means the voting equity share(s) of the Company, which have been
issued or may be issued from time to time in accordance with its Articles of Association,
Memorandum of Association and the Act;
"Fair Value" means with respect to any Equity Shares, the price of such Equity Shares as
determined in accordance with Schedule II of this Agreement and expressed in terms of
money;
"Financial Year" means, except as otherwise agreed by the Board in accordance with this
Agreement, the financial year consisting of a period of 12 consecutive months
commencing on 1st April of each calendar year and ending on 31st day of March of the
immediately following calendar year.
“Funding Notice” shall have the meaning ascribed to such term in Clause 3.2 (a) hereof;
“Funding Period” shall have the meaning ascribed to such term in Clause 3.2 (a) hereof;
“Insolvency Acceptance Notice” shall have the meaning ascribed to such term in Clause
5.5 (b) hereof;
“Insolvency Offer Notice” shall have the meaning ascribed to such term in Clause 5.5 (a)
hereof;
“Insolvency Offer Period” shall have the meaning ascribed to such term in Clause 5.5 (b)
hereof;
“Managing Director” means the managing director of the Company, as may be appointed
from time to time;
"Maximum Benefit" shall mean employee benefits which are the higher of (a) the terms
of the voluntary retirement scheme as provided by the Department of Public Enterprises
(Government of India) guidelines and applicable to the Company on the Closing Date or

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