Sample Share Purchase And Share Holder Agreement Page 58
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77in this Clause 5.7 as the "Default Notice") to the Defaulting Party containing an offer by
the Non-Defaulting Party, at the option of the Non-Defaulting Party to either:
(i)
sell all or any of the Equity Shares held by the Non-Defaulting Party to the
Defaulting Party (such offer being referred to in this Clause 5.7 as an "Offer to Sell") at a
price that is equivalent to 125% (one hundred twenty five percent) of the price of such
Equity Shares determined in accordance with Clause 6.1. Provided however, that in the
event that the Defaulting Party is the Strategic Partner and the event of breach committed
by the Strategic Partner is under the terms of Clause 4.9 or Clause 7.2(e) or Clause 7.2 (f)
or this Article 5, the price at which Government (the Non-Defaulting Party) may make
the Offer to Sell shall be 150% (one hundred fifty percent) of the price of such Equity
Shares determined in accordance with Clause 6.1 and the Strategic Partner shall be
obligated to buy at such price; or
(ii)
purchase (in the case of Strategic Partner either directly or through its
Affiliates and in the case of the Government either directly or indirectly through a
designated nominee), all or any of the Equity Shares held by the Defaulting Party (such
purchase being referred to in this Clause 5.7 as an "Offer to Purchase") at a price that is
equivalent to 75% (seventy five percent) of the price of such Equity Shares determined in
accordance with Clause 6.1. Provided however, that in the event that the Defaulting Party
is the Strategic Partner and the event of breach committed by the Strategic Partner is
under the terms of Clause 4.9 or Clause 7.2(e) or Clause 7.2(f) or this Article 5, the price
at which Government (the Non-Defaulting Party) may make the Offer to Purchase shall
be 50% (fifty percent) of the price of such Equity Shares determined in accordance with
Clause 6.1 and the Strategic Partner shall be obligated to sell at such price.
(b)
Within 45 (forty five) Business Days of the Notice being given containing
the Offer to Sell or the Offer to Purchase, as the case may be, the Defaulting Party shall
complete the transaction of the purchase and sale of the Equity Shares.
(c)
The Defaulting Party shall be liable for all costs and expenses (including
reasonable legal fees) including, but not limited to, those that the Defaulting Party (or its
nominee) may incur to complete the transaction of sale and purchase pursuant to this
Clause 5.7.
(d)
For the purpose of this Clause 5.7, the Strategic Partner shall be deemed to
be in breach of this Agreement if the Principal(s) commits any breach or default of the
terms of this Agreement.
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