Term Sheet For Series A Preference Shares In Page 5
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16Series A Preference Shares;
(ii)
securities issued upon the conversion of any debenture,
warrant, option, or other convertible security;
(iii) shares issuable upon a share split, dividend, or any
subdivision of shares in the Company;
(iv) Ordinary Shares (or options to purchase Ordinary Shares)
issued or issuable to employees or directors of, or
consultants to, the Company pursuant to the ESOP or any
other plan approved by the Company’s Board of Directors;
(v)
Ordinary Shares issued pursuant to the conversion of any of
the Series A Preference Shares;
(vi) shares issued for nil consideration under any pro rata bonus
issue, consolidation or subdivision of any shares or any
reduction or cancellation of share capital (or any similar
reorganisation of the capital of the Company) which affects
all shareholders equally; or
(i)(vii) shares issued as consideration pursuant to any
acquisition undertaken by the Company, provided such
transaction is approved by the Lead Investor.
Right of First Refusal
The Investors
and the Founders (“Eligible Shareholders”)
will have
(ROFR):
a right of first refusal with respect to any shares of the Company
proposed to be transferred by [Founders / shareholders], with a right
of oversubscription for
Eligible Shareholders
Investors
of shares not
taken up by the other
Eligible Shareholders
Investors. Before any
such person may sell shares, he will give the
Eligible Shareholders
Investors
an opportunity to participate in such sale on a basis
proportionate to the amount of securities held by the seller and those
held by the participating
Eligible Shareholders
Investors.
The rights of first refusal will be subject to customary exceptions and
will terminate on a Qualified Public Offering.
Without prejudice to the Investors’ rights of first refusal on share
Right of Co-Sale (Tag
Along):
transfers, in the event that
Foundersexisting shareholders of the
Company
transfer
in excess of 10% of their total shareholding
inany
shares of
the Company, the Investors shall be entitled to a tag along
right in respect of their pro-rata shareholding of the Company.
Provided however, in the event such transfer is likely to result in a
change of control of the Company, the Investors shall be entitled to a
tag along right in respect of their entire Shareholding of the
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