Common use of Further Issue of Shares Clause in Contracts

Further Issue of Shares. 6.1 In the event the Company proposes to issue any Equity Securities other than an Exempted Issuance (“Further Issuance”), subject to Clause 3 (Reserved Matters) and Clause 6.3 below, the Company shall first offer such Equity Securities to each of the Shareholders in compliance with applicable Law and in the manner set out in this Clause 6. Each Shareholder shall have a right (“Pre-Emptive Right”), but not the obligation, to purchase such number of Equity Securities in the Further Issuance pro rata to their Shareholding in the Company on a Fully Diluted Basis. 6.2 Subject to applicable Law and Clause 6.3 below, the Further Issuance shall take place in the manner set out below: 6.2.1 The Company shall deliver a written notice (“Offer Notice”) to each Shareholder stating: Shares”); (b) the price and terms, if any, upon which the Equity Securities are proposed to be issued (“Issuance Terms”); and (c) the number of Equity Securities that each Shareholder is entitled to subscribe to in such issue (“Issuance Entitlement”). 6.2.2 Within 15 (fifteen) days after receipt of the Offer Notice (“Offer Period”), each Shareholder may elect to subscribe at the price (“Issuance Price”) and on the terms and conditions specified in the Offer Notice, to all or part of its respective Issuance Entitlement, by giving a written notice to the Company (“Acceptance Notice”). Within 15 (fifteen) days of communication of the Acceptance Notice (“Issuance Period”) by any Shareholder (“Accepting Shareholder”), the Company shall issue the Issuance Shares to each such Accepting Shareholder in accordance with their respective Issuance Entitlement, provided that such Accepting Shareholder shall have remitted the subscription amount to the Company for the subscription of the Issuance Entitlement. 6.2.3 If any Shareholder fails to provide the Acceptance Notice within the Offer Period, then the Company may allot such Shareholders’ respective Issuance Entitlement to any Eligible Third Party at the Issuance Price and on the terms and conditions mentioned in the Offer Notice.

Further Issue of Shares. 6.1 In (1) Where at any time the event Board or the Company proposes Company, as the case may be, propose to increase the subscribed capital by the issue any Equity Securities other than an Exempted Issuance (“Further Issuance”)of further shares then such shares shall be offered, subject to Clause 3 the provisions of section 62 of the Act, and the rules made thereunder: (Reserved Mattersi) to the persons who at the date of the offer are holders of the Equity Shares of the Company, in proportion as nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer subject to the conditions mentioned in (ii) to (iv) below; (ii) The offer aforesaid shall be made by notice specifying the number of shares offered and limiting a time not being less than fifteen (15) days (or such lesser number of days as may be prescribed under the Act or the rules made thereunder, or other applicable law) and Clause 6.3 belownot exceeding thirty (30) days from the date of the offer, within which the offer if not accepted, shall be deemed to have been declined. Provided that the notice shall be dispatched through registered post or speed post or through electronic mode or courier or any other mode having proof of delivery to all the existing Shareholders at least three (3) days before the opening of the issue; (iii) The aforesaid offer shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to them or any of them in favour of any other person and the notice referred to in sub-clause (ii) shall contain a statement of this right; (iv) After the expiry of time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given that the person declines to accept the shares offered, the Board of Directors may dispose off them in such manner which is not disadvantageous to the Members and the Company; (B) to employees under any scheme of employees’ stock option subject to approval of Shareholders of the Company as per applicable provisions / law and subject to the rules and such other conditions, as may be prescribed under applicable law; or (C) to any person(s), if it is authorised by approval of the Shareholders of the Company, whether or not those persons include the persons referred to in clause (A) or clause (B) above either for cash or for a consideration other than cash, at such price as may be determined in accordance with law, subject to such conditions as may be prescribed under the Act and the rules made thereunder; (2) Nothing in sub-clause (iii) of clause (1)(A) shall be deemed: (i) To extend the time within which the offer should be accepted; or (ii) To authorize any person to exercise the right of renunciation for a second time on the ground that the person in whose favour the renunciation was first made has declined to take the shares compromised in the renunciation. (3) Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the exercise of an option as a term attached to the debentures issued or loans raised by the Company to convert such debentures or loans into shares in the Company or to subscribe for shares of the Company. Provided that the terms of issue of such debentures or loans containing such an option have been approved before the issue of such debentures or the raising of such loans by approval of Shareholders of the Company in a General Meeting as per applicable provision / law. (4) Subject to the provisions of the Act and these Articles, the Company shall first offer such Equity Securities may from time to each of the Shareholders in compliance with applicable Law and in the manner set out in this Clause 6. Each Shareholder shall have a right (“Pre-Emptive Right”), but not the obligation, to purchase such number of Equity Securities in the Further Issuance pro rata to their Shareholding in the Company on a Fully Diluted Basistime issue sweat equity shares. 6.2 Subject to applicable Law and Clause 6.3 below, the Further Issuance shall take place in the manner set out below: 6.2.1 The Company shall deliver a written notice (“Offer Notice”) to each Shareholder stating: Shares”); (b) the price and terms, if any, upon which the Equity Securities are proposed to be issued (“Issuance Terms”); and (c) the number of Equity Securities that each Shareholder is entitled to subscribe to in such issue (“Issuance Entitlement”). 6.2.2 Within 15 (fifteen) days after receipt of the Offer Notice (“Offer Period”), each Shareholder may elect to subscribe at the price (“Issuance Price”) and on the terms and conditions specified in the Offer Notice, to all or part of its respective Issuance Entitlement, by giving a written notice to the Company (“Acceptance Notice”). Within 15 (fifteen) days of communication of the Acceptance Notice (“Issuance Period”) by any Shareholder (“Accepting Shareholder”), the Company shall issue the Issuance Shares to each such Accepting Shareholder in accordance with their respective Issuance Entitlement, provided that such Accepting Shareholder shall have remitted the subscription amount to the Company for the subscription of the Issuance Entitlement. 6.2.3 If any Shareholder fails to provide the Acceptance Notice within the Offer Period, then the Company may allot such Shareholders’ respective Issuance Entitlement to any Eligible Third Party at the Issuance Price and on the terms and conditions mentioned in the Offer Notice.

Further Issue of Shares. 6.1 In 1. Where any increase of subscribed capital through further issue of shares is contemplated by the event the Company proposes to issue any Equity Securities other than an Exempted Issuance (“Further Issuance”)Board then such shares shall be offered, subject to Clause 3 the provisions of section 62 of the Act, and the rules made thereunder: (Reserved Mattersi) Such further shares shall be offered to the persons who, at the date of offer, are holders of equity shares of the Company, in proportion as nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer subject to the following conditions; a. The offer aforesaid shall be made by notice specifying the number of shares offered and limiting a time not being less than seven days (or such lesser number of days as may be prescribed under the Act or the rules made thereunder, or other applicable law) and Clause 6.3 belownot exceeding thirty days from the date of the offer, within which the offer if not accepted, shall be deemed to have been declined. Provided that the notice shall be dispatched through registered post or speed post or through electronic mode or courier or any other mode having proof of delivery to all the existing shareholders at least three days, or such other time prescribed under applicable law, before the opening of the issue; b. The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person and the notice referred to in sub-clause (A(i)(a)) shall contain a statement of this right; c. After the expiry of time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given that the person declines to accept the shares offered, the Company shall first offer Board may dispose of them in such Equity Securities manner which is not disadvantageous to each the Members and the Company; or B. employees under any scheme of employees’ stock option subject to Special Resolution passed by the shareholders of the Shareholders Company and subject such other conditions, as may be prescribed under applicable law; or C. to any persons, if authorized by a Special Resolution, whether or not those persons include the persons referred to in clause (A) or clause (B) above either for cash or for a consideration other than cash, subject to compliance with applicable Law and law. (i) Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the exercise of an option as a term attached to the debentures issued or loans raised by the Company to convert such debentures or loans into shares in the manner set out Company or to subscribe for shares of the Company: Provided that the terms of issue of such debentures or loans containing such an option have been approved before the issue of such debentures or the raising of such loans by a Special Resolution passed by the shareholders of the Company in this Clause 6. Each Shareholder shall have a right General Meeting. (“Pre-Emptive Right”ii) Notwithstanding anything contained in sub section (ii), but not where any debentures have been issued, or loan has been obtained from any government by the obligationCompany, to purchase such number of Equity Securities and if that government considers it necessary in the Further Issuance pro rata public interest so to their Shareholding do, it may, by order, direct that such debentures or loans or any part thereof shall be converted into shares in the Company on a Fully Diluted Basis. 6.2 Subject such terms and conditions as appear to applicable Law and Clause 6.3 below, the Further Issuance shall take place Government to be reasonable in the manner set out below: 6.2.1 The Company shall deliver a written notice (“Offer Notice”) to each Shareholder stating: Shares”); (b) the price and terms, if any, upon which the Equity Securities are proposed to be issued (“Issuance Terms”); and (c) the number of Equity Securities that each Shareholder is entitled to subscribe to in such issue (“Issuance Entitlement”). 6.2.2 Within 15 (fifteen) days after receipt circumstances of the Offer Notice (“Offer Period”), each Shareholder may elect to subscribe at case even if terms of the price (“Issuance Price”) and on issue of such debentures or the raising of such loans do not include a term for providing for an option for such conversion: Provided that where the terms and conditions specified in the Offer Notice, to all or part of its respective Issuance Entitlement, by giving a written notice such conversion are not acceptable to the Company (“Acceptance Notice”). Within 15 (fifteen) Company, it may, within sixty days from the date of communication of the Acceptance Notice (“Issuance Period”) by any Shareholder (“Accepting Shareholder”)such order, appeal to National Company Law Tribunal which shall after hearing the Company shall issue and the Issuance Shares to each Government pass such Accepting Shareholder in accordance with their respective Issuance Entitlement, provided that such Accepting Shareholder shall have remitted the subscription amount to the Company for the subscription of the Issuance Entitlementorder as it deems fit. 6.2.3 If any Shareholder fails to provide the Acceptance Notice within the Offer Period, then the Company may allot such Shareholders’ respective Issuance Entitlement to any Eligible Third Party at the Issuance Price and on (iii) In determining the terms and conditions mentioned of conversion under sub-section (iv), the Government shall have due regard to the financial position of the company, the terms of issue of debentures or loans, as the case may be, the rate of interest payable on such debentures or loans and such other matters as it may consider necessary. (iv) Where the Government has, by an order made under sub-section (iii), directed that any debenture or loan or any part thereof shall be converted into shares in a company and where no appeal has been preferred to the Offer NoticeNational Company Law Tribunal under sub-section (iv) or where such appeal has been dismissed, the memorandum of such company shall, stand altered and the authorized share capital of such company shall stand increased by an amount equal to the amount of the value of shares which such debentures or loans or part thereof has been converted into.