Sample Share Purchase And Share Holder Agreement Page 57
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77sell all, but not less than all, of the Equity Shares beneficially then owned by the Strategic
Partner (the "SP's Shares") to Government and/or its nominee at a price that is _____%
(____ percent) of the Fair Value of the SP’s Shares determined pursuant to Clause 6.1.
b)
Within 60 Business Days of the date of determination of the purchase price
in accordance with Clause 6.1 (for the purposes of this Clause the "Insolvency Offer
Period") Government may give to the Strategic Partner, with a copy to the Company, a
notice in writing exercising its right (through itself and/or its nominees) to purchase the
SP's Shares under this Clause 5.5 (an "Insolvency Acceptance Notice"). If the Insolvency
Acceptance Notice is given by Government, the transaction of purchase and sale shall be
completed within 60 Business Days of the expiry of the Insolvency Offer Period.
c)
Upon the completion of the purchase of the SP’s Shares by the Government
pursuant to this Clause 5.5, the Government shall be constituted as successors in interest
of the Strategic Partner to the extent of the Equity Shares held by the Strategic Partner,
and the Government and/or its nominees shall be entitled to succeed to, and be
transmitted as the successor Shareholders on the register of members of the Company.
d)
If an Event of Bankruptcy occurs in relation to the Principal(s), the
provisions of this Clause shall apply to the Equity Shares held by the Shareholder(s)
which the Principal(s) controls, mutatis mutandis.
5.6
Sale of Equity Shares to the Employees of the Company
Notwithstanding anything to the contrary contained in Clauses 5.1(b) and 5.3,
Government shall at its sole discretion at any time after the lapse of 6 (six) months from
the Closing Date, have the option of selling from its shareholding, Equity Shares
representing not more than ___% (___ percent) of the Equity Share Capital of the
Company, to the Employees of the Company in the manner as decided by the Board. In
the event that Government exercises its option to sell part of the Equity Shares held by it
to the Employees, the Employees shall be issued fresh share certificates for the Equity
Shares transferred to the Employees if such Equity Shares are not held in a dematerialised
form. The Parties agree that upon the completion of transfer, the Equity Shares
transferred to the Employees pursuant to this Clause 5.6 shall not be subject to any
restrictions in this Agreement, whether by way of a voting arrangement or a right of first
refusal.
5.7
Consequences of Breach by Parties
(a)
If either of the Strategic Partner or Government commits any breach or
default of the terms of this Agreement (the "Defaulting Party") which if capable of being
remedied, is not remedied within 30 (thirty) days of receipt of notice (and such period
being referred to as “Preliminary Default Remedy Period”) of such breach, from the other
party (the Non-Defaulting Party"), the Non Defaulting Party shall have the right,
exercisable at its sole discretion, at any time within 60 (sixty) days of the expiry of the
Preliminary Default Remedy Period to give another notice (such notice being referred to
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