Sample Share Purchase And Share Holder Agreement Page 48
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77(ii)
The Strategic Partner shall be entitled to nominate directors on the Board in
proportion to its equity shareholding in the Company provided such number shall
throughout the term of this Agreement not exceed ___ (__). The Chairperson and the
Managing Director shall be appointed from amongst the Directors nominated by the
Strategic Partner; and
(iii)
The Board shall nominate such number of independent directors as may be
required for compliance with corporate governance laws which
is agreed at ___ (___).
b)
The Parties agree that immediately after Closing, the Board shall comprise of
____ (____) directors of which the Strategic Partner shall have the right to nominate ____
(____) directors and the Government shall have the right to nominate ____ (___)
directors.
c)
Both Government and the Strategic Partner shall vote the Equity Shares held by
them to elect/ remove the directors nominated in accordance with this Agreement.
d)
During the term of this Agreement, one of the directors appointed by the Strategic
Partner on the Board shall be the Chairperson of the Board and will preside at all
meetings of the Board and the shareholders of the Company. The Chairperson of the
Board shall not have a tiebreaker vote.
e)
In the event that the Board constitutes a share transfer committee for the purposes
of effecting the transfer of shares of the Company, such transfer committee shall include
at least one nominee each of the Strategic Partner and Government.
4.2
Removal and Replacement of Nominee Directors
Government and the Strategic Partner shall be entitled to remove any director nominated
by them by notice to such director and the other Parties. Any vacancy occurring on the
Board because of the removal, death, disqualification, inability to act, shall be filled by
the Party whose nominee was so affected so as to maintain a Board that is consistent with
the provisions of Clause 4.1(a).
4.3
Meeting of Board
(a)
The Board shall meet at least once every calendar quarter period during the term
of this Agreement and in the event that a meeting of the Board is not held during any
such quarter period, any director may call a meeting of the Board on 48 (forty eight)
hours prior notice to the other directors. At each meeting of the Board, unless waived by
at least one nominee director each of the Strategic Partner and Government, the
Managing Director shall duly report or cause to be reported to the Board with respect to
the current status of the operations of the Company and with respect to all major
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