Sample Share Purchase And Share Holder Agreement Page 53
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77(a)
The Strategic Partner expressly agrees and undertakes that it shall not for a
period of 3 (three) years from the Closing Date, directly or indirectly, sell, transfer,
assign, pledge, charge, grant a beneficial interest in, grant any option or right to purchase,
or in any other way dispose or encumber (collectively, "Transfer") any Equity Shares or
the legal or beneficial ownership of the Equity Shares, to any Person;
Provided however that the aforesaid restriction shall not apply if a pledge of Equity
Shares is made by the Strategic Partner pursuant to Clause 5.1(c).
(b)
The Parties agree that in the event that any share transfer committee is
constituted pursuant to Clause 4.1(e), no Transfer of any Equity Shares held by any
Shareholder shall be approved by such share transfer committee without an affirmative
vote of the nominee of the Government on the share transfer committee. Provided
however, that the Government nominee on the share transfer committee shall not
withhold its approval to any Transfer of Equity Share(s) if such Transfer is in accordance
with the terms of this Agreement.
(c)
The Strategic Partner may with the prior written approval of Government,
pledge the Equity Shares held by it with an Indian financial institution, a scheduled bank
or a recognised international lender as security for any loan or advances made by such
financial institution, scheduled bank or recognized international lender to the Company.
The Strategic Partner shall at the time of seeking the approval of the Government reveal
the identity of the proposed pledgee(s) and the material terms and conditions concerning
the creation of the pledge and shall procure an undertaking from the pledgee(s) to the
effect that it shall be bound by the restrictions on transfer of Equity Shares and the
contractual obligations and covenants as provided in this Agreement.
(d)
The Government may pledge, charge or mortgage the Equity Shares held by
it, provided it gives a written notice to the Strategic Partner 15 (fifteen) days prior to the
creation of such pledge, charge or mortgage specifying the identity of the Person in
whose favour the Government proposes to pledge, charge or mortgage the Equity Shares
held by it and the material terms and conditions concerning the creation of such pledge,
charge or mortgage.
5.2
Notice of Restrictions
a)
On the Closing Date, the Strategic Partner shall give
irrevocable instructions to the Strategic Partners DP with a notice to the Government,
Company and the Depository, wherein the Strategic Partners DP would be directed not to
Transfer any Equity Shares and preference shares of the Company held by the Strategic
Partner or its Affiliates to any third Person for a period of 3 (three) years from the
Closing Date, unless otherwise directed by Government. The Strategic Partner undertakes
to issue similar irrevocable instructions to the Strategic Partners DP in respect of any
Equity Shares acquired by it or its Affiliates in terms of this Agreement within a period of
3 (three) years from the Closing Date.
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