Sample Share Purchase And Share Holder Agreement Page 46
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77way of subscription for additional Equity Shares in accordance with Section 81(1) of the
Act or provide a loan to the Company on a pro-rata basis depending upon the number of
Equity Shares then held by such Shareholder, all as determined by the Board and set forth
in the Funding Notice.
(b)
If additional capital is to be contributed pursuant to Clause 3.2(a) by way of
subscription for additional Equity Shares, then the subscription price for each such
additional Equity Shares shall be determined by the Board and set out in the Funding
Notice. The Company shall, promptly upon the receipt of such subscription price, issue to
its shareholders the appropriate number of Equity Shares based upon the payment
received from each such shareholder. Such Equity Shares shall rank pari passu with the
existing issued Equity Shares in all respects, except for the purposes of dividend which
shall be pro rated to the period for which such newly issued shares are in existence.
(c)
If any offer to subscribe for Equity Shares pursuant to Clause 3.2(a) (such
offer, the "Right") includes a right to renounce the Right in favour of any other Person,
then, no Shareholder shall renounce such Right in favour of any third Person (other than,
in the case of the Strategic Partner to a nominee which is an Affiliate of the Strategic
Partner, and in the case of the Government to a nominee which is either a government
company under the provisions of the Act or is a public financial institution notified under
Section 4A of the Act) without first giving the other Shareholders a reasonable
opportunity on a pro-rated basis to acquire such Right, either directly or through its
nominee or partly directly and partly through its nominee, on the same terms and
conditions that such Right is proposed to be renounced in favour of such third Person
(other than an nominee of the renouncing Shareholder). The Person in whose favour the
Right is renounced should be a creditworthy, genuine and reputed party and shall execute
a deed of adherence prior to becoming a shareholder of the Company, whereby it
undertakes to adhere to the terms and conditions of this Agreement.
(d)
Any Person other than a Party hereto, who acquires any Equity Shares in the
Company pursuant to Clause 3.2 (c), shall execute a deed of adherence prior to becoming
a shareholder of the Company whereby it undertakes to adhere to the terms and
conditions of this Agreement.
(e)
The rights of such Person shall be determined in the following manner:
i)
Subject to the provisions of Clause 3.2 (c) above, in the event that a non-
renouncing Shareholder exercises its option to cause its nominee to acquire the Right,
such non-renouncing Shareholder shall exercise all the rights and privileges on behalf of
such nominee and shall be responsible for all the duties and obligations of such nominee
under the terms of this Agreement. The rights of the non-renouncing Shareholder and
such nominee shall be the rights available to the non-renouncing Shareholder under this
Agreement and no additional rights or privileges shall accrue to or be available to the
non-renouncing Shareholder or the nominee.
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