Common use of Issue of New Securities Clause in Contracts

Issue of New Securities. 8.1 Subject to compliance with Clause 6 and save as provided in Clause 8.6 below, in the event the Company wishes to allot and issue any new Shares, the Company shall offer such new Shares (such offer a “Rights Offer”) to each Shareholder based on its Pro Rata Share. The Board shall serve a written notice (the “Rights Offer Notice”) to the Shareholders specifying (a) the number and type of new Shares offered to the Shareholder pursuant to the Rights Offer, (b) the price and terms of the Rights Offer, and (c) any proposed third party subscriber(s) of the new Shares. 8.2 Each Shareholder may accept and subscribe for any of the new Shares to which it is entitled pursuant to the Rights Offer (up to its Pro Rata Share of such new Shares) by giving written notice to the Company within fifteen (15) Business Days of the date of the Rights Offer Notice, and may, subject to Clause 8.4, nominate its Affiliate to accept and subscribe for any such new Shares on its behalf. If a Shareholder does not serve its acceptance notice in accordance with this Clause, it shall be deemed to have declined the Rights Offer. 8.3 The Board may, for a period of three (3) months thereafter, at its discretion, offer the new Shares which were not accepted or were deemed to have been declined under the Rights Offer, at a price and on terms no more favourable to the proposed third party subscriber(s) specified in the Rights Offer Notice. In the event that the Company has not allotted and issued such new Shares within the said three (3) month period, then the Company shall not thereafter allot and issue any such new Shares without again first offering such new Shares to the Shareholders pursuant to this Clause 8. 8.4 Subject to the requirements of Clauses 8.1 to 8.3 and the provisions of Section 161 of the Act, any new Shares shall be at the disposal of the Board who may allot, grant options over or otherwise dispose of them to such Persons, at such times and on such terms as they think proper. 8.5 The Company shall not issue any new Shares to any Person, unless that Person is a party to this Agreement or has executed and delivered a Deed of Adherence under which that Person shall agree to be bound by this Agreement as if an original party hereto. 8.6 The Rights Offer shall not apply to (a) the allotment and issuance of new Shares in connection with a Qualified IPO, or (b) the allotment and issuance of new Shares pursuant to subdivisions, share dividends or bonus issues (other than in cash) provided that in each case Clause 6 has been complied with.