Sample Share Purchase And Share Holder Agreement Page 47
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77ii)
Subject to the provisions of Clause 3.2(c) above, in the event that the non-
renouncing Shareholder does not exercise its option to acquire or cause its nominee to
acquire the Right and the renouncing Shareholder offers the Right to a third party, such
renouncing Shareholder shall exercise all the rights and privileges on behalf of such third
party and shall be responsible for all the duties and obligations of such third party under
the terms of this Agreement. The rights of the renouncing Shareholder and such third
party shall be the rights available to the renouncing Shareholder under this Agreement
and no additional rights or privileges shall accrue to or be available to the renouncing
Shareholder or the third party.
(f)
Notwithstanding anything to the contrary in this Agreement, Strategic
Partner agrees that except with the prior written approval of the Government, it shall not
take or cause to be undertaken any steps for a period of 1 (one) year from the Closing
Date, including but not limited to any further issue of Equity Shares, by way of a rights
issue or in any other manner, that would have the effect of diluting the equity
shareholding of Government below _______ (____ per cent) of the total issued and
subscribed equity share capital
of the Company.
(g)
For the avoidance of doubt, under no circumstances shall a failure to provide
funds by a Shareholder pursuant to a Funding Notice be considered to be default by such
Shareholder under this Agreement or make such Shareholder in any way liable for the
payment of such funds.
3.3
Adherence by Affiliates
In the event, that any of the Affiliate(s) of the Strategic Partner becomes a Shareholder of
the Company, whether pursuant to a renunciation of a Right under Clause 3.2 or
otherwise, such Affiliate of the Strategic Partner shall adhere to this Agreement and be
compliant with the provisions hereof 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.
ARTICLE 4
MANAGEMENT OF THE COMPANY
4.1
Board of Directors
a)
The Company shall have a Board consisting of not more than ___ directors
who shall be nominated as follows:
(i)
The Government shall be entitled throughout the term of this Agreement to
nominate _____ directors on the Board, provided that if the equity shareholding of the
Government falls below ____% (___ percent) of the issued and subscribed equity share
capital of the Company the Government would be entitled to nominate only ___ (___)
director on the Board. Each of such Government nominee directors would be non-
executive and non-retiring directors;
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