Common use of Exercise Option Closing Clause in Contracts

Exercise Option Closing. Unless otherwise agreed by the Parties, the closing of the sale of the Underlying Shares pursuant to the Exercise Option shall take place at 1:00 p.m. local time at the registered office of _________ (or such other location as may be agreed by the Parties) on the later of (i) October 31, 2014, (iii) the 20th Business Day after the Price Per Share has been determined pursuant to this Section 5.1 and (iii) the 5th Business Day after the Business Day on which the last of any necessary filings have been made and Approvals has been unconditionally received, which date shall be deemed to be the date of exercise of the Exercise Option by the SPE Shareholders. At the closing of the Exercise Option: (i) the SPE Shareholders, or their designee(s), shall pay (aa) to the Company the Underlying Shares Price in the case of Outstanding Options which had not theretofore been exercised and (bb) to the Optionholders the Underlying Shares Price in the case of that portion of the Underlying Shares represented by Shares previously theretofore received upon exercise of Outstanding Options; (ii) the Company shall pay to each Optionholder, in the case of Outstanding Options which had not theretofore been exercised, by wire transfer of immediately available funds to a bank account designated in writing by such Optionholder at least twenty Business Days before such closing, an amount equal to such Optionholder’s Option Consideration payable pursuant to this Section 5.1; (iii) the Company shall duly issue and allot all the Underlying Shares in respect of Outstanding Options which had not theretofore been exercised[, as set forth on Annexure __,] to the SPE Shareholders and/or their designees and shall deliver to the SPE Shareholders and/or their designees letters of allotment evidencing such issuance and allotment irrevocably instructing each Purchaser’s depository participant to credit such Purchaser’s or its designee’s depository participant account accordingly; (iv) Optionholders who had previously thereto exercised their Outstanding Options shall transfer legal and beneficial ownership of the their Underlying Shares to the SPE Shareholders or their designee(s); (v) each of the Optionholders shall deliver to the SPE Shareholders and/or their designee(s) a certificate representing and warranting that such Optionholder is the legal and beneficial owner of the Underlying Shares being sold thereby and (B) upon issuance of such Underlying Shares to the SPE Shareholders and/or their designee(s) against payment therefor in accordance with this Agreement, the SPE Shareholders and/or their designee(s) shall receive good and valid title to such Underlying Shares, free and clear of any Encumbrances. (vi) If requested by the SPE Shareholders, each of the Optionholders shall deliver to the SPE Shareholders or their designee(s), a no-objection certificate under section 281 of the (Indian) Income Tax Act, 1956 or a certificate from a qualified and reputed accountant of there being no Tax demand (disputed or otherwise) outstanding or any likelihood of such Tax demand arising within six months in respect of such Optionholder.

Exercise Option Closing. Unless otherwise agreed by the Parties, the closing of the sale of the Underlying Shares pursuant to the Exercise Option shall take place at 1:00 p.m. local time at the registered office of _________ the Company (or such other location as may be agreed by the Parties) on the later of (i) October 31, 2014, (iii) the 20th Business Day after the Price Per Share has been determined pursuant to this Section 5.1 and (iii) the 5th Business Day after the Business Day on which the last of any necessary filings have been made and Approvals has been unconditionally received, which date shall be deemed to be the date of exercise of the Exercise Option by the SPE Shareholders. At the closing of the Exercise Option: (i) the SPE Shareholders, or their designee(s), shall pay (aa) to the Company the Underlying Shares Price in the case of Outstanding Options which had not theretofore been exercised and (bb) to the Optionholders the Underlying Shares Price in the case of that portion of the Underlying Shares represented by Shares previously theretofore received upon exercise of Outstanding Options; (ii) the Company shall pay to each Optionholder, in the case of Outstanding Options which had not theretofore been exercised, by wire transfer of immediately available funds to a bank account designated in writing by such Optionholder at least twenty Business Days before such closing, an amount equal to such Optionholder’s Option Consideration payable pursuant to this Section 5.1; (iii) the Company shall duly issue and allot all the Underlying Shares in respect of Outstanding Options which had not theretofore been exercisedexercised [, as set forth on Annexure __,] to the SPE Shareholders and/or their designees and shall deliver to the SPE Shareholders and/or their designees letters of allotment evidencing such issuance and allotment irrevocably instructing each Purchaser’s depository participant to credit such Purchaser’s or its designee’s depository participant account accordingly; (iv) Optionholders who had previously thereto exercised their Outstanding Options shall transfer legal and beneficial ownership of the their Underlying Shares to the SPE Shareholders or their designee(s); (v) each of the Optionholders shall deliver to the SPE Shareholders and/or their designee(s) a certificate representing and warranting that such Optionholder is the legal and beneficial owner of the Underlying Shares being sold thereby and (B) upon issuance of such Underlying Shares to the SPE Shareholders and/or their designee(s) against payment therefor in accordance with this Agreement, the SPE Shareholders and/or their designee(s) shall receive good and valid title to such Underlying Shares, free and clear of any Encumbrances. (vi) If requested by the SPE Shareholders, each of the Optionholders shall deliver to the SPE Shareholders or their designee(s), a no-objection certificate under section 281 of the (Indian) Income Tax Act, 1956 or a certificate from a qualified and reputed accountant of there being no Tax demand (disputed or otherwise) outstanding or any likelihood of such Tax demand arising within six months in respect of such Optionholder.