Sample Share Purchase And Share Holder Agreement Page 56
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77of the Securities and Exchange Board of India and the listing agreement. Further, the
Strategic Partner and the Government shall cause the Company to prepare and/or assist in
the preparation of all reports and documents which may be required in relation to the
offer to the pubic and shall cause the Company to execute such documents and
agreements as may be required to facilitate the offer to the public and listing thereof.
(h)
Except when a sale of Offer Shares is made pursuant to Clause 5.3(f), the
Other Shareholder shall be entitled to require proof that the purchase and sale of the Offer
Shares was completed at a price and on terms no more favourable than those that would
have been applicable had the Other Shareholder agreed to purchase the Offer Shares.
(i)
All Sale Notices, Acceptance Notices or any other notices given under this
Clause 5.3 shall be given concurrently to the Company.
5.4
Tag Along Right
a)
In the event the Government decides not to exercise its right of first refusal
pursuant to a Sale Notice sent by Strategic Partner as the Offeror, Government may
instead of exercising its right to purchase the Offer Shares, send a tag along notice (the
"Tag Along Notice") to the Strategic Partner, requiring the Strategic Partner (as the
Offeror) to ensure that the proposed third party purchaser of the Offer Shares also
purchases all of the Equity Shares held by the Government at the same price and on the
same terms as the Offer Shares. It is hereby expressly agreed that if the Offeror under
Clause 5.3(a) is Government, the Strategic Partner shall not have any corresponding right
to issue the Tag Along Notice and the provisions of this Clause 5.4 shall not apply in
such case.
b)
In the event that the proposed third party purchaser is unwilling or unable to
acquire all of the Offer Shares and Government's Equity Shares mentioned in the Tag
Along Notice, upon such terms, then the Strategic Partner may elect either to cancel such
proposed transfer or to allocate the maximum number of Equity Shares which the
proposed third party purchaser is willing to purchase among the Offer Shares and the
Equity Shares mentioned in the Tag Along Notice pro-rata in the ratio of equity
shareholding of the Strategic Partner and the Government in the Company and to
complete such transfer in accordance with the revised terms.
c)
The Strategic Partner shall not be entitled to sell or transfer any of the Offer
Shares to any proposed purchaser/ transferee unless the proposed purchaser/ transferee
simultaneously purchases and pays for the required number of Equity Shares mentioned
in the Tag Along Notice or a proportionate number of Equity Shares, as the case may be,
in accordance with the provisions of this Clause 5.4.
5.5
Insolvency
a)
If an Event of Bankruptcy occurs in relation to the Strategic Partner, the
Strategic Partner shall give notice of such Event of Bankruptcy ("Insolvency Offer
Notice") to Government within 7 (seven) days of such Event of Bankruptcy, offering to
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