Common use of Elective Exchanges Clause in Contracts

Elective Exchanges. (i) Upon the terms and subject to the conditions of this Agreement, in the event a Shareholder wishes to effect a Permitted Exchange Event, such Shareholder shall (i) deliver to the Corporation an Exchange Notice not less than sixty (60) days prior to the Date of Exchange specified in such Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, for transfer to Amira Mauritius one or more stock certificates, stock powers and such other documents reasonably requested by the Corporation (if certificated) or instructions and stock powers (if uncertificated) representing India Shares (free and clear of all liens, encumbrances, rights of first refusal and the like) in consideration for, at the option of the Corporation, (x) a Cash Exchange Payment by the Corporation in accordance with the instructions provided in the Exchange Notice, in which event, subject only to the conditions in Section 2.1(c), such exchanged India Shares shall be deemed to be transferred to Amira Mauritius, without any action on the part of any Person, including the Corporation, Amira Mauritius or Amira India, in accordance with procedures prescribed by applicable law, or (y) the issuance by the Corporation to such Shareholder of a number of ANFI Shares equal to the number of India Shares exchanged multiplied by the Exchange Multiple, and concomitantly with any such issuance, subject only to the conditions in Section 2.1(c), any exchanged India Shares shall be deemed to be transferred to Amira Mauritius without any action on the part of any Person, including the Corporation, Amira Mauritius or Amira India, in accordance with procedures prescribed by applicable law. After the Corporation receives an Exchange Notice and prior to each Permitted Exchange Event, the board of directors of the Corporation shall in good faith determine the Exchange Multiple to be applied in calculating the amount of consideration to be issued to the exchanging Shareholder.