Sample Share Purchase And Share Holder Agreement Page 59
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775.8
Put Option Right of Government
(a)
The Parties hereby agree that at any time after the expiry of ____ (___) year
from the Closing Date, the Government shall be entitled to issue one or more notice(s)
(“Put Option Notice”) to the Strategic Partner, requiring the Strategic Partner to purchase
from the Government ("Put Option") some or all of the Equity Shares held by
Government at the time it exercises the Put Option (“Put Shares”) at the Fair Value of the
Put Shares (“Put Option Price”).
(b)
In the event Government issues the Put Notice, the Strategic Partner shall be
under an obligation to buy and complete the purchase of the Put Shares within a period of
15 Business Days of the determination of the Put Option Price.
(c)
The Strategic Partner shall deliver a bank draft drawn on a scheduled commercial
bank registered with the Reserve Bank of India, excluding any regional rural bank or any
co-operative bank, which is acceptable to the Government for the Put Option Price. The
Government shall transfer the Put Shares to the Strategic Partner only upon receipt of the
Put Option Price in the account of the Government, provided that if the Put Shares are not
held in a dematerialised form then the stamp duty payable on the transfer of Put Shares
shall be paid by the Strategic Partner.
(e)
For the avoidance of doubt, the right of Government under this Clause 5.8 is
in addition to the right of the Government to sell any or all of the Equity Shares held by it
in accordance with the other provisions of Article 5 of this Agreement.
5.9
Call Option Right of Strategic Partner
(a)
The Parties hereby agree that at any time after the expiry of ___ (____) year
from the Closing Date, Strategic Partner shall be entitled to issue a notice to Government
(“Call Option Notice”), requiring Government to sell to the Strategic Partner (“Call
Option”) all but not less than all of the Equity Shares held by Government on the date of
the issue of the Call Option Notice (“Called Shares”) at a price which is higher of (“Call
Option Price”):
(i) the Fair Value of the Called Shares; or
(ii) if the Company is listed, the value of the Called Shares computed on the basis of the
highest price of the Equity Shares (during the period 15 days prior to the date of the Call
Option Notice) as quoted in the stock exchange(s) where they are primarily traded; or
(iii) the price obtained by multiplying the number of Called Shares with Rs.___.
(b)
The Parties shall complete the sale and purchase of the Called Shares within a
period of 15 Business Days of the determination of the Call Option Price. If the purchase
of the Called Shares is not completed by the Strategic Partner within the aforesaid period
of 15 Business Days, the Call Option shall lapse and the Government shall be relieved of
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