Common use of Obligations relating to Change in Ownership Clause in Contracts

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFP, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFP, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFP, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him from shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2:: ▇▇▇.▇▇▇▇▇▇.▇▇▇ Downloaded (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) or more of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour endeavor to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the AuthorityMOR. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority MOR from national security and public interest perspective, the decision of the Authority MOR in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the AuthorityMOR. For the avoidance of doubt, it is expressly agreed that approval of the Authority MOR hereunder shall be limited to national security and public interest perspective, and the Authority MOR shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority MOR shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 (a) The Concessionaire shall not undertake or permit any Change in OwnershipOwnership in the Concessionaire, except with the prior written approval of the Authority. 5.3.2 (b) Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges thatthat during the concession period,: (i) all All acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty-five per cent) or more of the total Equity of the Concessionaire; or (ii) acquisition Acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person person, either by himself or together with any person or persons acting in concert with him him, shall constitute a “Change in Ownership Ownership” requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2:5.3(b): (ai) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) of the Equity of the Concessionaire shall constitute acquisition of control, control directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 (a) The Concessionaire shall not undertake or permit any Change in Ownership, Ownership except with the prior written approval of the Authority. 5.3.2 (b) Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges thatthat during the Concession Period: (i) all acquisitions of Equity equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equityequity, in aggregate of not less than 15[25% (fifteen twenty-five per cent) )] or more of the total Equity equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a “Change in Ownership Ownership” requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf regard being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2:5.3(b): (ai) the expression “acquirer”, “control” control and “person acting in concert” concert shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equityequity, or the control of the Board board of Directorsdirectors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of the shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (companies, whether situate situated in India or abroad) , the Equity equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15[25% (fifteen twenty five one per cent) )] of the Equity equity of the Concessionaire Concessionaire, shall constitute acquisition of control, directly or indirectly, of the Board board of Directors directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 (a) The Concessionaire shall not undertake or permit any Change in Ownership, Ownership except with the prior written approval of the Authority. 5.3.2 (b) Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges thatthat during the Concession Period: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty-five per cent) or more of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a “Change in Ownership Ownership” requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf regard being finalfinal, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2:Article 5.3(b): (ai) the expression “acquirer”, “control” control and “person acting in concert” concert shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board board of Directorsdirectors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of the shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (companies, whether situate situated in India or abroad) , the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five one per cent) of the Equity of the Concessionaire Concessionaire, shall constitute acquisition of control, directly or indirectly, of the Board board of Directors directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) of the total Equity of the Selected Bidder/Consortium Members in the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and if the Authority does not deny the approval required under this Clause 5.3.2 within a period of 90 (ninety) days from the date of receiving a notice along with full particulars and documents from the Concessionaire, the approval shall endeavour be deemed to convey its decision thereon expeditiouslyhave been granted to the extent such Change in Ownership is in accordance with the provisions of this Agreement. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent25%(twenty five percent) or more of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspectiveAuthority, the decision of the Authority Authority, in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial India(Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen per centtwenty five percent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him; shall constitute a Change in Ownership requiring be subject to prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the AuthorityMPRDC. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority MPRDC from national security and public interest perspective, the decision of the Authority MPRDC in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the AuthorityMPRDC. For the avoidance of doubt, it is expressly agreed that approval of the Authority MPRDC hereunder shall be limited to national security and public interest perspective, and the Authority MPRDC shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority MPRDC shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) or more of the total Equity of the Concessionaire; : or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire Operator shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire Operator agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) or more of the total Equity of the ConcessionaireOperator; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire Operator by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the ConcessionaireOperator, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire Operator without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Operator from any liability or obligation under this Agreement. It is further agreed that in the event of any acquisition of shares or control in the Lead Member or its holding company by another overseas entity, which results in a Change in Ownership as set forth in this Clause 5.3.2, the Operator shall inform the Authority of such occurrence within 15 (fifteen) days thereof and seek consent of the Authority under and in accordance with the provisions of this Clause 5.3. In the event the Authority denies its consent to such Change in Ownership, a Change in Ownership in breach of this Clause 5.3 shall be deemed to have occurred. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the ConcessionaireOperator; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireOperator; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the ConcessionaireOperator, not less than half of the directors on the Board of Directors of the Concessionaire Operator or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire Operator shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the ConcessionaireOperator.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself itself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty-five per cent) of the total Equity of the Selected Bidder/Consortium Members in the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the . The decision of the Authority in this behalf being shall be final, conclusive and binding on the Concessionaire, and the Concessionaire undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-re- enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 5.3.1. The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 5.3.2. Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board board of Directors directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board board of Directors directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board board of Directorsdirectors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 5.4.1. The Concessionaire SPD shall not undertake or permit any Change in Ownership, except with the prior written approval of the AuthorityRailways. 5.3.2 5.4.2. Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire SPD agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) of the total Equity of the ConcessionaireSPD; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire SPD by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority Railways from national security and public interest perspective, the decision of the Authority Railways in this behalf being final, conclusive and binding on the ConcessionaireSPD, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire SPD without such prior approval of the AuthorityRailways. For the avoidance of doubt, it is expressly agreed that approval of the Authority Railways hereunder shall be limited to national security and public interest perspective, and the Authority Railways shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority Railways shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire SPD from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.25.4.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the ConcessionaireSPD; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireSPD; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the ConcessionaireSPD, not less than half of the directors on the Board of Directors of the Concessionaire SPD or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) of the Equity of the Concessionaire SPD shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the ConcessionaireSPD.

Obligations relating to Change in Ownership. 5.3.1 4.3.1 The Concessionaire Implementation Agency shall not undertake or permit any Change in Ownership, except with the prior written approval of the AuthorityAuthority and DGQA/DDP. 5.3.2 4.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire Implementation Agency agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty-five per cent) or more of the total Equity of the ConcessionaireImplementation Agency; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire Implementation Agency by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the ConcessionaireImplementation Agency, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire Implementation Agency without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Implementation Agency from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.24.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities Security and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the ConcessionaireImplementation Agency; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireImplementation Agency; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the ConcessionaireImplementation Agency, not less than half of the directors on the Board of Directors of the Concessionaire Implementation Agency or of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire Implementation Agency shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the ConcessionaireImplementation Agency.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) or more of the total Equity of the Concessionaire; , or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities Security and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 5.4.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Concessioning Authority. 5.3.2 5.4.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per centpercent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board board of Directors directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him; shall constitute a Change in Ownership requiring prior approval of the Concessioning Authority from national security and public interest perspective, the decision of the Concessioning Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board board of Directors directors of the Concessionaire without such prior approval of the Concessioning Authority. For the avoidance of doubt, it is expressly agreed that approval of the Concessioning Authority hereunder shall be limited to national security and public interest perspective, and the Concessioning Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Concessioning Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.25.4.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board board of Directorsdirectors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board board of Directors directors of the Concessionaire or of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 15% (fifteen per centpercent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board board of Directors directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 5.4.1 The Concessionaire shall not undertake or permit any Change in OwnershipOwnership in the Concessionaire, except with the prior written approval of the Authority. 5.3.2 5.4.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges thatthatshall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire: (ia) all All acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) of the total Equity of the Concessionaire; or (iib) acquisition Acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person person, either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and The Concessionaire undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2Article 5.4.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, control directly or indirectly, of the Board of Directors of the Concessionaire. 5.4.3 Subject to Article 5.4.1 and Article 5.4.2, a Change in Ownership of the Concessionaire is deemed not to have occurred upon a transfer of any ownership interest in the Concessionaire by the Initial Shareholders, provided that: a) Each of the consortium members of the Selected Bidder, whose experience has been evaluated for Technical Capacity and /or Financial Capacity evaluation at the time of selection of the Selected Bidder, shall hold at least 26% (twenty six percent) of the total Equity till a period of 5 (five) years following COD; and b) Lead consortium member (of the Selected Bidder) shall hold at least 51% (fifty one percent) of the total Equity till COD; and at least 26% (twenty six percent) thereafter till the 5th anniversary of the COD, and provided that the experience of this member has been evaluated for Technical Capacity and / or Financial Capacity evaluation at the time of selection of the Selected Bidder. c) Single entity / all consortium members [of the Selected Bidder], shall collectively hold at least 51% (fifty one percent) of the total Equity till 5th anniversary of the COD. 5.4.4 Concessionaire shall inform the Authority about any change in equity shareholding of the Concessionaire within 15 days of such change taking place.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFP, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2:: Downloaded from ▇▇▇.▇▇▇▇▇▇.▇▇▇ (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) or more of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him: shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour endeavor to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him; shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company company, holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) of the Equity of the Concessionaire Concessionaire, shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 6.9.1 The Concessionaire Operator shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 6.9.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPContract, the Concessionaire Operator agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself itself or with any person Person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1520% (fifteen per centtwenty percent) or more of the total Equity of the ConcessionaireOperator; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire Operator by any person Person either by himself itself or together with any person or persons acting in concert with him it, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the . The decision of the Authority in this behalf being final, conclusive and binding on the ConcessionaireOperator, and the Operator undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire Operator without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval Approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the The Authority shall not be liable in any manner on account of grant grant, delay or otherwise of such approval and that such approval approval, delay, denial or denial otherwise thereof shall not in any manner absolve absolve, the Concessionaire Operator from any liability or obligation under this AgreementContract. For the purposes of this Clause 5.3.2Article 6.9.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have has the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the ConcessionaireOperator; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireOperator; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the ConcessionaireOperator, not less than half of the directors on the Board of Directors of the Concessionaire Operator or of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 1520% (fifteen per centtwenty percent) or more of the Equity of the Concessionaire Operator shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the ConcessionaireOperator. 6.9.3 The Operator hereby agrees that if the Selected Bidder is a special purpose vehicle established primarily for the purposes of holding Equity in the Operator (such Selected Bidder being a “Promoter SPV”), a transfer of any shareholding in such Promoter SPV shall constitute an indirect transfer of Equity by the Promoter SPV for the purposes of this Contract and be subject to the restrictions on transfer of shares as set forth in this Contract. 6.9.4 The Operator hereby agrees to ensure that if the Selected Bidder is a Consortium, then: (a) the lead member, being the technical partner and whose technical capacity has been evaluated for the purpose of its selection, shall hold at least 51% (fifty-one percent) of the Equity of the Operator; and (b) each member of the Selected Bidder, whose financial capacity has been evaluated, shall individually hold at least 26% (twenty-six percent) or more of the Equity of the Operator; till the 1st (first) anniversary of the Appointed Date.

Obligations relating to Change in Ownership. 5.3.1 4.3.1. The Concessionaire was pre-qualified and short-listed on the basis of its technical and financial capacity and shall, until the 2nd (second) anniversary of the date of Commercial Operation Date (COD) of the Project, hold entire equity share capital of the subscribed and paid-up equity of the Concessionaire. Additionally, the Concessionaire shall also acknowledge and shall hold that: i. the Lead member, until the 10th anniversary of the date of Commercial Operation of the Project, hold equity share capital representing not less than 51% (fifty one per cent) of the subscribed and paid-up equity of the Concessionaire; ii. Other Constituent Member, until the 2nd anniversary of the date of Commercial Operation of the Project, hold equity share capital representing not less than 26% (twenty six per cent) of the subscribed and paid-up equity of the Concessionaire; iii. For any breach of the above two conditions, i.e., Clause 4.3.1 (i) & (ii), by the Concessionaire, the Agreement shall be liable to be terminated without the Authority being liable in any manner whatsoever to the Concessionaire. In such an event, the Authority shall be entitled to forfeit and appropriate the Construction Performance Security/Operation Performance Security, as the case may be, as Damages, without prejudice to any other right or remedy that may be available to the Authority under the Concession Agreement or otherwise. 4.3.2. The Concessionaire shall not undertake or permit any Change in Ownership, except with prior written approval from the prior approval Authority. Provided further that any such request made under this Clause 4.3 and/or Article 34, at the opinion of the Authority. 5.3.2 Notwithstanding anything , may be required to be accompanied by a suitable no objection letter from Senior Lenders. Subject to the contrary contained in this Agreement and the RFP, the Concessionaire agrees and acknowledges that: (i) all acquisitions provisions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer Clause 4.3.1 of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, Agreement,it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour endeavor to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 5.4.1 The Concessionaire shall not undertake or permit any Change in OwnershipOwnership in the Concessionaire, except with the prior written approval of the Authority. 5.3.2 5.4.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges thatthat shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person person, either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and The Concessionaire undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2Article 5.4.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, control directly or indirectly, of the Board of Directors of the Concessionaire. 5.4.3 Subject to Article 5.4.1 and Article 5.4.2, a Change in Ownership of the Concessionaire is deemed not to have occurred upon a transfer of any ownership interest in the Concessionaire by the Initial Shareholders, provided that: a) Each of the consortium members of the Selected Bidder, whose experience has been evaluated for Technical Capacity and / or Financial Capacity evaluation at the time of selection of the Selected Bidder, shall hold at least 26% (twenty six percent) of the total Equity till a period of 5 (five) years following COD; and b) Lead consortium member (of the Selected Bidder) shall hold at least 51% (fifty one percent) of the total Equity till COD; and at least 26% (twenty six percent) thereafter till the 5th anniversary of the COD, and provided that the experience of this member has been evaluated for Technical Capacity and / or Financial Capacity evaluation at the time of selection of the Selected Bidder. c) Single entity / all consortium members [of the Selected Bidder], shall collectively hold at least 51% (fifty one percent) of the total Equity till 5th anniversary of the COD. 5.4.4 Concessionaire shall inform the Authority about any change in equity shareholding of the Concessionaire within 15 days of such change taking place.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board board of Directors directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him; shall constitute a Change in Ownership requiring prior approval of the Authority from a national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board board of Directors directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to a national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board board of Directorsdirectors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 5.14.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 5.14.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty-five per cent) or more of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour endeavor to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.25.14.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 (a) The Concessionaire shall not undertake or permit any Change in Ownership, Ownership except with the prior written approval of the Authority. 5.3.2 (b) Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges thatthat during the Concession Period: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15[25% (fifteen twenty-five per cent) )] or more of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a “Change in Ownership Ownership” requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf regard being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2:Article 5.3(b): (ai) the expression “acquirer”, “control” control and “person acting in concert” concert shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board board of Directorsdirectors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of the shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (companies, whether situate situated in India or abroad) , the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15[25% (fifteen twenty five one per cent) )] of the Equity of the Concessionaire Concessionaire, shall constitute acquisition of control, directly or indirectly, of the Board board of Directors directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 6.3.1 The Concessionaire Operator shall not undertake or permit any Change in Ownership, except Ownership within a period of [3 (three)] years from COD of 1st Lot of Buses and after three years only with the prior written approval of the Authority. 5.3.2 6.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPContract, the Concessionaire Operator agrees and acknowledges that: (i) a. all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; Operator, or (ii) b. acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire Operator by any person either by himself or together with any person or persons acting in concert with him him. c. the {existing promoter(s)}, together with {its/their} Associates, hold not less than 51% (fifty one per cent) of its issued and paid-up Equity as on the date of this Contract and all times during the term of the Contract; and that no member of the Consortium whose technical and financial capacity was evaluated for the purposes of short-listing in response to the Request for Proposal shall hold less than 26% (twenty six per cent) of such Equity at all times during the term of the Contract. shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the ConcessionaireOperator, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire Operator without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Operator from any liability or obligation under this AgreementContract. For the purposes of this Clause 5.3.26.3.2: (a) a. the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the ConcessionaireOperator; (b) b. the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireOperator; and (c) c. power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the ConcessionaireOperator, not less than half of the directors on the Board of Directors of the Concessionaire Operator or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire Operator shall constitute acquisition of control, control directly or indirectly, indirectly of the Board of Directors of the ConcessionaireOperator.

Obligations relating to Change in Ownership. 5.3.1 5.3.1. The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 5.3.2. Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, ; the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board board of Directors directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him; shall constitute a Change in Ownership requiring prior approval of the Authority from a national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board board of Directors directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to a national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. Provided that, if the Authority does not respond to any request of the Concessionaire for permitting Change in Ownership under this Clause 5.3.2 within a period of 60 (sixty) days from the date thereof, in such case, the consent for permitting such Change in Ownership as requested by the Concessionaire under this Clause 5.3.2, shall be deemed to have been approved by the Authority. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board board of Directorsdirectors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, Ownership except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges thatthat during the Concession Period: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty-five per cent) or more of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a “Change in Ownership Ownership” requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf regard being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” control and “person acting in concert” concert shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of the shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (companies, whether situate situated in India or abroad) , the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) of the Equity of the Concessionaire Concessionaire, shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 (a) The Concessionaire Developer shall not undertake or permit any Change in Ownership, except with the prior approval of the AuthorityClient. 5.3.2 (b) Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire Developer agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the ConcessionaireDeveloper; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire Developer by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspectiveClient, the decision of the Authority Client in this behalf being final, conclusive and binding on the ConcessionaireDeveloper, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire Developer without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiouslyClient. It is also agreed that the Authority Client shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Developer from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2Article: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India Pakistan or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireDeveloper; and (cb) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India Pakistan or abroad) the Equity of the ConcessionaireDeveloper, not less than half of the directors on the Board of Directors of the Concessionaire Developer or of any company, directly or indirectly whether situate in India Pakistan or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire Developer shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the ConcessionaireDeveloper.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the AuthorityMPRDC. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring be subject to prior approval of the Authority MPRDC from national security and public interest perspective, the decision of the Authority MPRDC in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the AuthorityMPRDC. For the avoidance of doubt, it is expressly agreed that approval of the Authority MPRDC hereunder shall be limited to national security and public interest perspective, perspective and the Authority MPRDC shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority MPRDC shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreementagreement. For the purposes of this Clause 5.3.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen 15%(fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the AuthorityGovernment. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority Government from national security and public interest perspective, the decision of the Authority Government in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the AuthorityGovernment. For the avoidance of doubt, it is expressly agreed that approval of the Authority Government hereunder shall be limited to national security and public interest perspective, and the Authority Government shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority Government shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirera person resident outside India, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per fifteenper cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any a person either resident outside Indiaeither by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. It is further clarified that for acquisition of Equity or control of the Board of Directors of the Concessionaire by any person resident in India, the Concessionaire shall inform the Authority no later than 7 (seven) days from the date of such acquisition. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and; (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or situated abroad, having ultimate control of not less than 15% (fifteen twenty five per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.;

Obligations relating to Change in Ownership. 5.3.1 6.3.1 The Concessionaire Operator shall not undertake or permit any Change in Ownership, except Ownership within a period of [3 (three)] years from COD of 1st Lot of Buses and after three years only with the prior written approval of the Authority. 5.3.2 6.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPContract, the Concessionaire Operator agrees and acknowledges that: (i) a. all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; Operator, or (ii) b. acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire Operator by any person either by himself or together with any person or persons acting in concert with him him. shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the ConcessionaireOperator, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire Operator without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Operator from any liability or obligation under this AgreementContract. For the purposes of this Clause 5.3.26.3.2: (a) a. the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the ConcessionaireOperator; (b) b. the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireOperator; and (c) c. power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the ConcessionaireOperator, not less than half of the directors on the Board of Directors of the Concessionaire Operator or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire Operator shall constitute acquisition of control, control directly or indirectly, indirectly of the Board of Directors of the ConcessionaireOperator.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring be subject to prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire Service Provider shall not undertake or permit any Change in Ownership, except with the prior written approval of the Contracting Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPin addition to any other restriction, the Concessionaire Service Provider agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the ConcessionaireService Provider; or (ii) any acquisition of any control directly or indirectly of the Board board of Directors directors of the Concessionaire Service Provider by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring the prior written approval of the Contracting Authority from national security and public interest perspective, the . The decision of the Contracting Authority in this behalf being respect is final, conclusive and binding on the ConcessionaireService Provider, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board board of Directors directors of the Concessionaire Service Provider without such prior written approval of the AuthorityContracting Authority which shall not be unreasonably withheld. For the avoidance of doubt, it is expressly agreed that approval of the Contracting Authority hereunder shall be limited to national security and public interest perspective, and the Contracting Authority shall endeavour to convey its decision thereon expeditiouslywithin sixty (60) days of notification by the Service Provider. It is also agreed that the Contracting Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Service Provider from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities Capital Markets Act (Chapter 485A of the laws of Kenya) and Exchange Board the regulations made thereunder with such modifications as fit the provisions of India this Agreement (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of the Equity, or the control of the Board board of Directorsdirectors, as the case may be, of the ConcessionaireService Provider); (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India Kenya or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireService Provider; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India Kenya or abroad) the Equity of the ConcessionaireService Provider, not less than half of the directors on the Board board of Directors directors of the Concessionaire Service Provider or of any company, directly or indirectly whether situate in India Kenya or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire Service Provider shall constitute acquisition of control, directly or indirectly, of the Board board of Directors directors of the ConcessionaireService Provider. 5.3.3 The restrictions in this Clause 5.3 shall not apply to any direct or indirect Encumbrance over the shares of the Service Provider in favour of the Senior Lenders provided that, the Service Provider shall prior to the granting of any such Encumbrance by the shareholders of the Service Provider, notify the Contracting Authority of the details of the proposed Encumbrance. 5.3.4 Any consent and/or approval of the Contracting Authority required pursuant to this Clause 5.3 shall be deemed granted unless expressly withheld in writing on the grounds specified within 30 (thirty) days of notification by the Service Provider or request for such consent and/or approval.

Obligations relating to Change in Ownership. 5.3.1 6.3.1 The Concessionaire Operator shall not undertake or permit any Change in Ownership, except Ownership within a period of {3 (three)} years from COD of 1st Lot of Buses and after three years only with the prior written approval of the Authority.; 5.3.2 6.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPContract, the Concessionaire Operator agrees and acknowledges that: (i) a. all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; Operator, or (ii) b. acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire Operator by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the ConcessionaireOperator, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire Operator without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Operator from any liability or obligation under this AgreementContract. For the purposes of this Clause 5.3.26.3.2: (a) a. the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the ConcessionaireOperator; (b) b. the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireOperator; and (c) c. power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the ConcessionaireOperator, not less than half of the directors on the Board of Directors of the Concessionaire Operator or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire Operator shall constitute acquisition of control, control directly or indirectly, indirectly of the Board of Directors of the ConcessionaireOperator.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire Service Provider shall not undertake or permit any Change in Ownership, except with the prior written approval of the Contracting Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPin addition to any other restriction, the Concessionaire Service Provider agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the ConcessionaireService Provider; or (ii) any acquisition of any control directly or indirectly of the Board board of Directors directors of the Concessionaire Service Provider by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring the prior written approval of the Contracting Authority from national security and public interest perspective, the . The decision of the Contracting Authority in this behalf being respect is final, conclusive and binding on the ConcessionaireService Provider, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board board of Directors directors of the Concessionaire Service Provider without such prior written approval of the AuthorityContracting Authority which shall not be unreasonably withheld. For the avoidance of doubt, it is expressly agreed that approval of the Contracting Authority hereunder shall be limited to national security and public interest perspective, and the Contracting Authority shall endeavour to convey its decision thereon expeditiouslywithin sixty (60) days of notification by the Service Provider. It is also agreed that the Contracting Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Service Provider from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities Capital Markets Act (Chapter 485A of the laws of Kenya) and Exchange Board the regulations made thereunder with such modifications as fit the provisions of India this Agreement (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-re- enactment thereof as in force as on the date of acquisition of the Equity, or the control of the Board board of Directorsdirectors, as the case may be, of the ConcessionaireService Provider); (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India Kenya or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireService Provider; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India Kenya or abroad) the Equity of the ConcessionaireService Provider, not less than half of the directors on the Board board of Directors directors of the Concessionaire Service Provider or of any company, directly or indirectly whether situate in India Kenya or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire Service Provider shall constitute acquisition of control, directly or indirectly, of the Board board of Directors directors of the ConcessionaireService Provider. 5.3.3 The restrictions in this Clause 5.3 shall not apply to any direct or indirect Encumbrance over the shares of the Service Provider in favour of the Senior Lenders provided that, the Service Provider shall prior to the granting of any such Encumbrance by the shareholders of the Service Provider, notify the Contracting Authority of the details of the proposed Encumbrance. 5.3.4 Any consent and/or approval of the Contracting Authority required pursuant to this Clause 5.3 shall be deemed granted unless expressly withheld in writing on the grounds specified within 30 (thirty) days of notification by the Service Provider or request for such consent and/or approval.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) or acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him; shall constitute a Change in Ownership requiring be subject to prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 7.7.1 The Concessionaire Lessee shall not undertake or permit any Change in Ownership, except with the prior approval of the AuthorityLessor. 5.3.2 7.7.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire Lessee agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per centpercent) of the total Equity of the ConcessionaireLessee; or (ii) acquisition of any control directly or indirectly of the Board board of Directors directors of the Concessionaire Lessee by any person either by himself or together with any person or persons acting in concert with him him; shall constitute a Change in Ownership requiring prior approval of the Authority Lessor from national security and public interest perspective, the decision of the Authority Lessor in this behalf being final, conclusive and binding on the ConcessionaireLessee, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board board of Directors directors of the Concessionaire Lessee without such prior approval of the AuthorityLessor. For the avoidance of doubt, it is expressly agreed that approval of the Authority Lessor hereunder shall be limited to national security and public interest perspective, and the Authority Lessor shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority Lessor shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Lessee from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.27.7.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board board of Directorsdirectors, as the case may be, of the ConcessionaireLessee; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 (a) The Concessionaire shall not undertake or permit any Change in Ownership, Ownership except with the prior written approval of the Authority. 5.3.2 (b) Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges thatthat during the Concession Period: (i) all acquisitions of Equity equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equityequity, in aggregate of not less than 15[25% (fifteen twenty five per cent) )] or more of the total Equity equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a “Change in Ownership Ownership” requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf regard being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.5.3(b):

Obligations relating to Change in Ownership. 5.3.1 5.5.1 The Concessionaire shall not undertake or permit any Change in OwnershipOwnership in the Concessionaire, except with the prior written approval of the Authority. 5.3.2 5.5.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person person, either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2Article 5.5.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, control directly or indirectly, of the Board of Directors of the Concessionaire. 5.5.3 Subject to Article 5.5.1 and Article 5.5.2, a Change in Ownership of the Concessionaire is deemed not to have occurred upon a transfer of any ownership interest in the Concessionaire by the Initial Shareholders, provided that: a) Each of the Consortium members of the Selected Bidder, whose experience has been evaluated for Technical Capacity and / or Financial Capacity evaluation at the time of selection of the Selected Bidder, shall hold at least 26% (twenty six percent) of the total Equity till a period of 5 (five) years following COD; and b) Lead Consortium member (of the Selected Bidder) shall hold at least 51% (fifty one percent) of the total Equity till COD; and at least 26% (twenty six percent) thereafter till the 5th anniversary of the COD, and provided that the experience of this member has been evaluated for Technical Capacity and / or Financial Capacity evaluation at the time of selection of the Selected Bidder. c) Single entity / all Consortium members [of the Selected Bidder], shall collectively hold at least 51% (fifty one percent) of the total Equity till 5th anniversary of the COD. 5.5.4 Concessionaire shall inform the Authority about any change in equity shareholding of the Concessionaire within 15 days of such change taking place.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire Operator shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire Operator agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty-five per cent) or more of the total Equity of the ConcessionaireOperator; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire Operator by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the ConcessionaireOperator, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire Operator without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Operator from any liability or obligation under this Agreement. For It is further agreed that in the purposes event of any acquisition of shares or control in the Lead Member or its holding company by another overseas entity, which results in a Change in Ownership as set forth in this Clause 5.3.2: , the Operator shall inform the Authority of such occurrence within 15 (afifteen) the expression “acquirer”, “control” days thereof and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control seek consent of the Board Authority under and in accordance with the provisions of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.this Clause

Obligations relating to Change in Ownership. 5.3.1 5.2.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 5.2.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) i. all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen ( twenty-five per cent) or more of the total thetotal Equity of the Concessionaire; or (ii) . acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiouslyno later than 30 (thirty) days from the date of receipt of request for approval appended with all the necessary and required details. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial ordenial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities Security and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or Concessionaireor of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire. 5.2.3 Upon the expiry or earlier termination of the Concession Period, the Concessionaire shall handover to the Authority the peaceful and vacant possession of the Site including the structure / installations / fixtures erected or installed on the same. Failure to handover the same within a period of 7 (seven) daysof the expiry or earlier termination of the Concession Period would make the Concessionaire liable for payment of penalty equivalent to 1% (one per cent) of the last annual Concession Fee up-to a maximum of 15 (fifteen) days, after which the Authority shall be entitled to enter upon and take possession of the Site including the Project on as-is- where-is basis.

Obligations relating to Change in Ownership. 5.3.1 4.3.1 The Concessionaire shall not undertake or permit any Change change in Ownershipownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding 4.3.2 Not withstanding anything to the contrary contained in this Agreement and the RFPagreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equityequity, in aggregate of not less than 1525% (fifteen ( twenty five per cent) or more of the total Equity equity of the Concessionaire; or (iib) acquisition Acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition acquisitions of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It , it is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreementagreement. For the purposes purpose of this Clause 5.3.24.3.2: (ai) the expression “"acquirer”, “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares Share and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bii) the indirect transfer or of control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of acquisitions of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate situated in India or of abroad, having ultimate control of not less than 15% (fifteen 25%( twenty five per cent) or more of the Equity of the Concessionaire concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire Mine Operator shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFP, the Concessionaire The Mine Operator agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself itself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty-five per cent) or more of the total Equity of the ConcessionaireMine Operator; or (iib) acquisition of any control directly or indirectly of the Board board of Directors directors of the Concessionaire Mine Operator by any person either by himself itself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspectiveAuthority, the decision of the Authority in this behalf being final, conclusive and binding on the ConcessionaireMine Operator, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board board of Directors directors of the Concessionaire Mine Operator without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise denial of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Mine Operator from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2Clause: (ai) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board board of Directorsdirectors, as the case may be, of the ConcessionaireMine Operator; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireMine Operator; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company company, holding directly or through one or more companies (whether situate situated in India or abroad) ), the Equity of the ConcessionaireMine Operator, not less than half of the board of directors on the Board of Directors of the Concessionaire Mine Operator or of any company, directly or indirectly indirectly, whether situate situated in India or abroad, having an ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire Mine Operator shall constitute acquisition of control, directly or indirectly, of the Board board of Directors directors of the ConcessionaireMine Operator. 5.3.3 Notwithstanding anything to the contrary contained herein, it is hereby expressly agreed by the Mine Operator that no change shall be effected in its shareholding pattern or beneficial ownership or otherwise so as to make it ineligible in terms of the General Financial Rules, 2017 read with the OM no. F.No.6/18/2019-PPD dated 23 July 2020 issued by the Public Procurement Division, Department of Expenditure, Ministry of Finance, Government of India (as amended or supplemented) and the Foreign Exchange Management Act, 1999 read with all rules, regulations, circulars, guidelines and notifications issued thereunder (as amended or supplemented from time to time) to undertake and perform its obligations hereunder. 5.3.4 The Mine Operator understands and agrees that the prior written approval of the Authority in case of Change in Ownership as described in Clause 5.3.1 and 5.3.2 is mandatory condition and if the Mine Operator is found to be in violation of the same then the Authority may exercises its right to terminate this contract and also forfeit the Performance Security to make good, any of its losses and damages caused due to such Change in Ownership.

Obligations relating to Change in Ownership. 5.3.1 5.4.1. The Concessionaire SPD shall not undertake or permit any Change in Ownership, except with the prior written approval of the AuthorityRailways. 5.3.2 5.4.2. Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire SPD agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) of the total Equity of the ConcessionaireSPD; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire SPD by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority Railways from national security and public interest perspective, the decision of the Authority Railways in this behalf being final, conclusive and binding on the ConcessionaireSPD, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire SPD without such prior approval of the AuthorityRailways. For the avoidance of doubt, it is expressly agreed that approval of the Authority Railways hereunder shall be limited to national security and public interest perspective, and the Authority Railways shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority Railways shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire SPD from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.25.4.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the ConcessionaireSPD; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireSPD; and (c) and power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the ConcessionaireSPD, not less than half of the directors on the Board of Directors of the Concessionaire SPD or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) of the Equity of the Concessionaire SPD shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the ConcessionaireSPD.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Concessioning Authority. 5.3.2 Notwithstanding anything /Confirming Party. A Change of Ownership shall be subject to the contrary contained in this Agreement and the RFP, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority Concessioning Authority/Confirming Party from national security and public interest perspective, the decision of the Authority Concessioning Authority/Confirming Party in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Concessioning Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously/Confirming Party. It is also agreed that the Concessioning Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) 5.3.1, the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 5.3.1. The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 5.3.2. Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire theConcessionaire agrees and acknowledges that: (i) i. all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) . acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour endeavor to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this underthis Concession Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of DirectorsofDirectors, as the case may be, of the Concessionaire;. (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the overthe shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 5.2.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 5.2.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) i. all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty-five per cent) or more of the total Equity of the Concessionaire; or (ii) . acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and . The Concessionaire undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiouslyno later than 30 (thirty) days from the date of receipt of request for approval appended with all the necessary and required details. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial ordenial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this underthis Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities Security and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or Concessionaireor of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire. 5.2.3 Upon the expiry or earlier termination of the Concession Period, the Concessionaire shall handover to the Authority the peaceful and vacant possession of the Site including the structure / installations / fixtures erected or installed on the same. Failure to hand over the same within a period of 7 (seven) daysof the expiry or earlier termination of the Concession Period would make the Concessionaire liable for payment of penalty equivalent to 1% (one per cent) of the last annual Concession Fee per day up-to a maximum of 15 (fifteen) days, after which the Authority shall be entitled to enter upon and take physical possession of the Site including the Project on as-is- where-is basis.

Obligations relating to Change in Ownership. 5.3.1 6.3.1 The Concessionaire Operator shall not undertake or permit any Change in Ownership, except Ownership within [3 (three)] years from COD of 1st Lot of Buses and after [three years] only with the prior written approval of the Authority. 5.3.2 6.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPContract, the Concessionaire Operator agrees and acknowledges that: (i) a. all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; Operator, or (ii) b. acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire Operator by any person either by himself or together with any person or persons acting in concert with him him. shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the ConcessionaireOperator, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire Operator without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Operator from any liability or obligation under this AgreementContract. For the purposes of this Clause 5.3.26.3.2: (a) a. the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the ConcessionaireOperator; (b) b. the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireOperator; and (c) c. power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the ConcessionaireOperator, not less than half of the directors on the Board of Directors of the Concessionaire Operator or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire Operator shall constitute acquisition of control, control directly or indirectly, indirectly of the Board of Directors of the ConcessionaireOperator.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, as defined in Clause 5.3.2, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) i. all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) . acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspectiveAuthority, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and . The Concessionaire undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2Clause5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning meanings ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority.. DRAFT 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPConcession Agreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1520% (fifteen twenty per cent) or more of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition acquisitions of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour endeavor to convey its decision thereon expeditiously. It , it is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Concession Agreement. For the purposes purpose of this Clause 5.3.2: (ai) the expression “"acquirer”, “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares Share and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bi) the indirect transfer or of control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c( i) power to appoint, whether by contract or by virtue of control or acquisition acquisitions of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 1520% (fifteen twenty per cent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire Mine Operator shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFP, the Concessionaire TheMine Operator agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself itself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty-five per cent) or more of the total Equity of the ConcessionaireMine Operator; or (iib) acquisition of any control directly or indirectly of the Board board of Directors directors of the Concessionaire Mine Operator by any person either by himself itself or together with any person anyperson or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspectiveAuthority, the decision of the Authority in this behalf being final, conclusive and binding on the ConcessionaireMine Operator, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board board of Directors directors of the Concessionaire Mine Operator without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise denial of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Mine Operator from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2Clause: (ai) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board board of Directorsdirectors, as the case may be, of the ConcessionaireMine Operator; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireMine Operator; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company company, holding directly or through one or more companies (whether situate situated in India or abroad) ), the Equity of the ConcessionaireMine Operator, not less than half of the board of directors on the Board of Directors of the Concessionaire Mine Operator or of any company, directly or indirectly indirectly, whether situate situated in India or abroad, having an ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire Mine Operator shall constitute acquisition of control, directly or indirectly, of the Board board of Directors directors of the ConcessionaireMine Operator. 5.3.3 Notwithstanding anything to the contrary contained herein, it is hereby expressly agreed by the Mine Operator that no change shall be effected in its shareholding pattern or beneficial ownership or otherwise so as to make it ineligible in terms of the General Financial Rules, 2017 read with the OM no. F.No.6/18/2019-PPD dated 23 July 2020 issued by the Public Procurement Division, Department of Expenditure, Ministry of Finance, Government of India (as amended or supplemented) and theForeign Exchange Management Act, 1999 read with all rules, regulations, circulars, guidelines and notifications issued thereunder (as amended or supplemented from time to time) to undertake and perform its obligations hereunder. 5.3.4 The Mine Operator understands and agrees that the prior written approval of the Authority in case of Change in Ownership as described in Clause 5.3.1 and 5.3.2 is mandatory condition and if the Mine Operator is found to be in violation of the same then the Authority may exercises its right to terminate this contract and also forfeit the Performance Security to make good, any of its losses and damages caused due to such Change in Ownership.

Obligations relating to Change in Ownership. 5.3.1 6.3.1 The Concessionaire Operator shall not undertake or permit any Change in Ownership, except Ownership within [3 (three)] years from COD of 1st Lot of Buses and after three years only with the prior written approval of the Authority.; 5.3.2 6.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPContract, the Concessionaire Operator agrees and acknowledges that: (i) a. all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; Operator, or (ii) b. acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire Operator by any person either by himself or together with any person or persons acting in concert with him him. shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the ConcessionaireOperator, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire Operator without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Operator from any liability or obligation under this AgreementContract. For the purposes of this Clause 5.3.26.3.2: (a) a. the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the ConcessionaireOperator; (b) b. the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireOperator; and (c) c. power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the ConcessionaireOperator, not less than half of the directors on the Board of Directors of the Concessionaire Operator or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire Operator shall constitute acquisition of control, control directly or indirectly, indirectly of the Board of Directors of the ConcessionaireOperator.

Obligations relating to Change in Ownership. 5.3.1 5.3.1. The Concessionaire shall not undertake or permit any Change in its Ownership, except with the prior approval in writing of the Contracting Authority.. For the avoidance of doubt, it is expressly agreed that the obligation under this Clause 5.3.1 and the representation in Clause 7.1(k) shall apply to the Concessionaire's company in the event the aggregate shareholding of the Selected Bidder together with {its/their} Associates, in the issued and paid-up equity share capital of the Concessionaire declines below 51% (fifty one percent)19 thereof during the Concession Period; 5.3.2 5.3.2. Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) i. all acquisitions of Equity equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equityequity, in aggregate of not less than 1510% (fifteen ten per cent) of the total Equity equity of the Concessionaire; Concessionaire20, or (ii) . acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring require prior written approval of the Contracting Authority from national security and public interest perspective, the decision of the Contracting Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity equity or control of the Board of Directors of the Concessionaire without such prior approval of the Contracting Authority. For the avoidance of doubt, it is expressly agreed that approval of the Contracting Authority hereunder shall be limited to national security and public interest perspectiveconsiderations, and the Contracting Authority shall endeavour to convey its decision thereon expeditiouslywithin a period of 60 days from the date of receipt of such request. It is also agreed that the Contracting Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the avoidance of doubt, it is expressly agreed that merger of the Concessionaire with its parent company and/or the Selected Bidder and/or any of the constituents thereof shall also constitute Change in Ownership. For the purposes of this Clause 5.3.2: (a) a. the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares Commission Investments and Takeover) RegulationsSecurities Act, 1997 200721 and Companies and Allied Matters Act 2020 or any statutory re-enactment thereof as in force as on the date of acquisition of Equityequity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) b. the indirect transfer or control of legal or beneficial ownership of Equity equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India Nigeria or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) c. power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India Nigeria or 19 TBD 20 Suggest that this should not amount in change in control but should require the Implementing Authority's approval. Also suggest that the threshold should be lower. Any transaction involving dealings in the Concessionaire's shares above 10% should require the Authority's approval. abroad) the Equity equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India Nigeria or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) of the Equity equity of the Concessionaire shall constitute acquisition of control, control directly or indirectly, indirectly of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the AuthorityMPRD. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority MPRDC from national security and public interest perspective, the decision of the Authority MPRDC in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the AuthorityMPRDC . For the avoidance of doubt, it is expressly agreed that approval of the Authority MPRDC hereunder shall be limited to national security and public interest perspective, and the Authority MPRDC shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority MPRDC shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. For the avoidance of doubt, it is expressly agreed that the obligation under this Clause 5.3.1 and the representation in Clause 7.1(k) shall apply to the Concessionaire only in the event any person, together with its Associates, holds 33% (thirty three per cent) or more of its paid up share capital as on the date of submitting the Application in response to the Request for Qualification. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) or more of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 a. The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 b. Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) i. all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) . acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him; shall constitute a Change in Ownership requiring be subject to prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour endeavor to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. Draft Concession Agreement For the purposes of this Clause 5.3.25.3 b: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1526% (fifteen per centtwenty six) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring be subject to prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1526% (fifteen per centtwenty six) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire. 5.3.3 In case any shareholder of the Concessionaire dilutes/transfers its equity in the Concessionaire, subject to the provisions of this Agreement, to a third party, the member transferring the share/Concessionaire shall ensure that the third party acquiring the equity shall agree and conform to the provisions of this Concession Agreement and sign the Deed of Adherence as set forth at Schedule Y.

Obligations relating to Change in Ownership. 5.3.1 a. The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 b. Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) i. all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) . acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him; shall constitute a Change in Ownership requiring be subject to prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour endeavor to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.25.22 b: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, wholly or partly, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him; shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company company, holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) of the Equity of the Concessionaire Concessionaire, shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority.. For the avoidance of doubt, it is expressly agreed that the obligation under this Clause 5.3.1 and the representation in Clause 7.1(k) shall apply to the Concessionaire’s company in the event the aggregate shareholding of the Selected Bidder together with {its/their} Associates, in the issued and paid-up equity share capital of the Concessionaire declines below 51% (fifty one percent) thereof during the first two years of the Concession Period; 5.3.2 5.3.1 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equityequity, in aggregate of not less than 1525% (fifteen twenty five per cent) of the total Equity equity of the Concessionaire; , or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiouslywithin a period of 60 days from the date of receipt of such request. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the avoidance of doubt, it is expressly agreed that merger of the Concessionaire with its parent company and/or the Selected Bidder and/or any of the constituents thereof shall also constitute Change in Ownership. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-re- enactment thereof as in force as on the date of acquisition of Equityequity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) of the Equity equity of the Concessionaire shall constitute acquisition of control, control directly or indirectly, indirectly of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 5.3.1. The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 5.3.2. Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) or more of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority Authority/Government of India (as the case may be) from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour endeavor to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) a. the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) b. the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) c. power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 5.3.1. The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 5.3.2. Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire theConcessionaire agrees and acknowledges that: (i) i. all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) . acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour endeavor to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this underthis Concession Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of DirectorsofDirectors, as the case may be, of the Concessionaire;. (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the overthe shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire Developer shall not undertake or permit any Change in Ownership, except with the prior approval of the AuthoritySH&DB. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire Developer agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the ConcessionaireContractor / Developer; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire Developer by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority SH&DB from national security and public interest perspective, the decision of the Authority SH&DB in this behalf being final, conclusive and binding on the ConcessionaireDeveloper, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire Developer without such prior approval of the AuthoritySH&DB. For the avoidance of doubt, it is expressly agreed that approval of the Authority SH&DB hereunder shall be limited to national security and public interest perspective, and the Authority SH&DB shall endeavour endeavor to convey its decision thereon expeditiously. It is also agreed that the Authority SH&DB shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Developer from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 as amended from time to time or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the ConcessionaireDeveloper; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireDeveloper; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the ConcessionaireDeveloper, not less than half of the directors on the Board of Directors of the Concessionaire Developer or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire Developer shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the ConcessionaireDeveloper.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself itself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty-five per cent) of the total Equity of the Selected Bidder/Consortium Members in the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the . The decision of the Authority in this behalf being shall be final, conclusive and binding on the Concessionaire, and the Concessionaire undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring be subject to prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the AuthorityGOTN, HD. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of its Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring be subject to prior approval of the Authority GOTN, HD from national security and public interest perspective, the decision of the Authority ▇▇▇▇, HD in this behalf being final, conclusive and binding on the Concessionaire, and the Concessionaire undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the AuthorityGOTN, HD. For the avoidance of doubt, it is expressly agreed that approval of the Authority GOTN, HD hereunder shall be limited to national security and public interest perspective, and the Authority GOTN, HD shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority GOTN, HD shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning meanings ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire Concessionaire, - shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) i. all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen ( twenty-five per cent) or more of the total Equity of the Concessionaire; or (ii) . acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiouslyno later than 30 (thirty) days from the date of receipt of request for approval appended with all the necessary and required details. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities Security and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire. 5.3.3 Upon the expiry or earlier termination of the Concession Period, the Concessionaire shall handover to the Authority the peaceful and vacant possession of the Site including the structure / installations / fixtures erected or installed on the same. Failure to handover the same within a period of 7 (seven) days of the expiry or earlier termination of the Concession Period would make the Concessionaire liable for payment of penalty equivalent to 1% (one per cent) of the last annual Concession Fee including Revenue Share per day up-to a maximum of 15 (fifteen) days, after which the Authority shall be entitled to enter upon and take possession of the Site including the Project on as-is- where-is basis.

Obligations relating to Change in Ownership. 5.3.1 The shareholding of the Concessionaire shall be subject to lock-in as provided in the definition of Change in Ownership (as per Article 42). Accordingly, the Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring be subject to prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiouslyexpeditiously stating the reasons of denial. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause Article 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the AuthorityGovernment. For the avoidance of doubt, it is expressly agreed that the obligation under this Clause 5.3.1 and the representation in Clause 7.1 (k) shall apply to the Concessionaire’s company in the event any person, together with its Associates, hold more than 33% (thirty three per cent ) of the paid up share capital as on the date of submitting the Application in response to the Request of Proposal. 5.3.2 Notwithstanding anything to the contrary contained Not w it hst ▇▇▇▇▇▇ anyt hing t o t he cont rary cont ained in this t his Agreement and the RFP, the t he Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; , or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority Government from national security and public interest perspective, the decision of the Authority Government in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the AuthorityGovernment. For the avoidance of doubt, it is expressly agreed that approval of the Authority Government hereunder shall be limited to national security and public interest perspective, and the Authority Government shall endeavour to convey its decision thereon expeditiously. It I t is also agreed that the Authority Government shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the t he expression “" acquirer”", “" control” " and “" person acting act ing in concert” concert " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer t ransfer or control of legal or beneficial ownership of Equity shall mean transfer t ransfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India I ndia or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, control directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. ‌ 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority.. For the avoidance of doubt, it is expressly agreed that the obligation under this Clause 5.3.1 and the representation in Clause 7.1(k) shall apply to the Concessionaire’s company in the event the aggregate shareholding of the Selected Bidder together with {its/their} Associates, in the issued and paid-up equity share capital of the Concessionaire declines below 51% (fifty one percent) thereof during the first 2 (two) years of the Concession Period; 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equityequity, in aggregate of not less than 1525% (fifteen twenty-five per cent) of the total Equity equity of the Concessionaire; , or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiouslywithin a period of 60 (sixty) days from the date of receipt of such request. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the avoidance of doubt, it is expressly agreed that merger of the Concessionaire with its parent company and/or the Selected Bidder and/or any of the constituents thereof shall also constitute Change in Ownership. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equityequity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen per centtwenty five percent) of the Equity equity of the Concessionaire shall constitute acquisition of control, control directly or indirectly, indirectly of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire Mine Operator shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire Mine Operator agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) or more of the total Equity of the ConcessionaireMine Operator; or (iib) acquisition of any control directly or indirectly of the Board board of Directors directors of the Concessionaire Mine Operator by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspectiveAuthority, the decision of the Authority in this behalf being final, conclusive and binding on the ConcessionaireMine Operator, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board board of Directors directors of the Concessionaire Mine Operator without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Mine Operator from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board board of Directorsdirectors, as the case may be, of the ConcessionaireMine Operator; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireMine Operator; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company company, holding directly or through one or more companies (whether situate in India or abroad) ), the Equity of the ConcessionaireMine Operator, not less than half of the directors on the Board board of Directors directors of the Concessionaire Mine Operator or of any company, directly or indirectly indirectly, whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire Mine Operator shall constitute acquisition of control, directly or indirectly, of the Board board of Directors directors of the ConcessionaireMine Operator.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen per centtwenty-five percent) or more of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspectiveAuthority, the decision of the Authority Authority, in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial India(Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen per centtwenty five percent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) or more of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour endeavor to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-re- enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 5.4.1 The Concessionaire shall not undertake or permit any Change in OwnershipOwnership in the Concessionaire, except with the prior written approval of the Authority. 5.3.2 5.4.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty- five per cent) of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person person, either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2Article 5.4.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, control directly or indirectly, of the Board of Directors of the Concessionaire. 5.4.3 Subject to Article 5.4.1 and Article 5.4.2, a Change in Ownership of the Concessionaire is deemed not to have occurred upon a transfer of any ownership interest in the Concessionaire by the Initial Shareholders, provided that: a) Each of the consortium members of the Selected Bidder, whose experience has been evaluated for Technical Capacity and / or Financial Capacity evaluation at the time of selection of the Selected Bidder, shall hold at least 26% (twenty six percent) of the total Equity till a period of 5 (five) years following COD; and b) Lead consortium member (of the Selected Bidder) shall hold at least 51% (fifty one percent) of the total Equity till COD; and at least 26% (twenty six percent) thereafter till the 5th anniversary of the COD, and provided that the experience of this member has been evaluated for Technical Capacity and / or Financial Capacity evaluation at the time of selection of the Selected Bidder. c) Single entity / all consortium members [of the Selected Bidder], shall collectively hold at least 51% (fifty one percent) of the total Equity till 5th anniversary of the COD. 5.4.4 Concessionaire shall inform the Authority about any change in equity shareholding of the Concessionaire within 15 days of such change taking place.

Obligations relating to Change in Ownership. ‌ 5.3.1 The Concessionaire Mine Operator shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire Mine Operator agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) or more of the total Equity of the ConcessionaireMine Operator; or (iib) acquisition of any control directly or indirectly of the Board board of Directors directors of the Concessionaire Mine Operator by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspectiveAuthority, the decision of the Authority in this behalf being final, conclusive and binding on the ConcessionaireMine Operator, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board board of Directors directors of the Concessionaire Mine Operator without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Mine Operator from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board board of Directorsdirectors, as the case may be, of the ConcessionaireMine Operator; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireMine Operator; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company company, holding directly or through one or more companies (whether situate in India or abroad) ), the Equity of the ConcessionaireMine Operator, not less than half of the directors on the Board board of Directors directors of the Concessionaire Mine Operator or of any company, directly or indirectly indirectly, whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire Mine Operator shall constitute acquisition of control, directly or indirectly, of the Board board of Directors directors of the ConcessionaireMine Operator.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) of the total Equity of the Selected Bidder/Consortium Members in the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and if the Authority does not deny the approval required under this Clause 5.3.2 within a period of 90 (ninety) days from the date of receiving a notice along with full particulars and documents from the Concessionaire, the approval shall endeavour be deemed to convey its decision thereon expeditiouslyhave been granted to the extent such Change in Ownership is in accordance with the provisions of this Agreement. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-re- enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, Ownership except with the prior written approval of the Authority.Authority / SSNNL / FED subject to the following provisions. ; M/s. (the Bidder) shall be required to hold and maintain the following minimum Equity participation in the Concessionaire: 5.3.2 (i) 100% (one hundred), during the Construction Period; (ii) atleast 51% (fifty one), at all times for a period till the completion of 5 (five) years from the Commercial Operations Date; and (iii) On the expiry of the period specified under Clause (ii) above, (the Bidder) would be required to hold and maintain a minimum Equity stake equal to 26% (twenty six percent) of the aggregate shareholding of the Concessionaire for all the time during the remaining Operations Period. Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board board of Directors directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring be subject to prior approval of the Authority / SSNNL / FED from national security and public interest perspective, the decision of the Authority / SSNNL / FED in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board board of Directors directors of the Concessionaire without such prior approval of the AuthorityAuthority / SSNNL / FED. For the avoidance of doubt, it is expressly agreed that approval of the Authority / SSNNL / FED hereunder shall be limited to national security and public interest perspective, and the Authority / SSNNL / FED shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority / SSNNL / FED shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-re- enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or indirectly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board board of Directors directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board board of Directors directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirera person resident outside India, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any a person resident outside India either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. It is further clarified that for acquisition of Equity or control of the Board of Directors of the Concessionaire by any person resident in India, the Concessionaire shall inform the Authority no later than 7 (seven) days from the date of such acquisition. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and; (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or situated abroad, having ultimate control of not less than 15% (fifteen twenty five per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.;

Obligations relating to Change in Ownership. 5.3.1 5.4.1. The Concessionaire SPD shall not undertake or permit any Change in Ownership, except with the prior written approval of the AuthorityRailways. 5.3.2 5.4.2. Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire SPD agrees and acknowledges thatthat during the construction period: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1526% (fifteen twenty six per cent) of the total Equity of the Concessionaire; orSPD; (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire SPD by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority Railways from national security and public interest perspective, the decision of the Authority Railways in this behalf being final, conclusive and binding on the ConcessionaireSPD, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire SPD without such prior approval of the AuthorityRailways. For the avoidance of doubt, it is expressly agreed that approval of the Authority Railways hereunder shall be limited to national security and public interest perspective, and the Authority Railways shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority Railways shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire SPD from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.25.4.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and TakeoverTake over) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the ConcessionaireSPD; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireSPD; and (c) and power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the ConcessionaireSPD, not less than half of the directors on the Board of Directors of the Concessionaire SPD or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1526% (fifteen twenty six per cent) of the Equity of the Concessionaire SPD shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the ConcessionaireSPD.

Obligations relating to Change in Ownership. 5.3.1 The shareholding of the Concessionaire shall be subject to lock‐in as specified in this Agreement and shall be subject to any change only after the prior written approval of TNRDC. Accordingly, the Concessionaire shall not undertake or permit any Change in Ownership, whether directly or indirectly, except with the prior approval of the Authority.TNRDC 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring be subject to prior approval of the Authority TNRDC from national security and public interest perspective, the decision of the Authority TNRDC in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiouslyTNRDC. It is also agreed that the Authority TNRDC shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. . 5.3.3 For the purposes of this Clause Article 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment re‐enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire Contractor shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire Contractor agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) or more of the total Equity of the ConcessionaireContractor; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire Contractor by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the ConcessionaireContractor, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire Contractor without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour endeavor to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Contractor from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the ConcessionaireContractor; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireContractor; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the ConcessionaireContractor, not less than half of the directors on the Board of Directors of the Concessionaire Contractor or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire Contractor shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the ConcessionaireContractor.

Obligations relating to Change in Ownership. ‌ 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, control directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the AuthorityMOPIT. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall Shall constitute a Change in Ownership requiring prior approval of the Authority MOPIT from national security and public interest perspective, the decision of the Authority MOPIT in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the AuthorityMOPIT. For the avoidance of doubt, it is expressly agreed that approval of the Authority MOPIT hereunder shall be limited to national security and public interest perspective, and the Authority MOPIT shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority MOPIT shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board Act 2007 of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 Nepal or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India Nepal or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; andin (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India Nepal or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India Nepal or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the AuthorityGovernment. For the avoidance of doubt, it is expressly agreed that the obligation under this Clause 5.3.1 and the representation in Clause 7.1 (k) shall apply to the Concessionaire’s company in the event any person, together with its Associates, hold more than 33% (thirty three per cent) of the paid up share capital as on the date of submitting the Application in response to the Request of Proposal. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; , or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority Government from national security and public interest perspective, the decision of the Authority Government in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the AuthorityGovernment. For the avoidance of doubt, it is expressly agreed that approval of the Authority Government hereunder shall be limited to national security and public interest perspective, and the Authority Government shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority Government shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, control directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. ‌ 5.3.1 The Concessionaire Mine Operator shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire Mine Operator agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself itself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty-five per cent) or more of the total Equity of the ConcessionaireMine Operator; or (iib) acquisition of any control directly or indirectly of the Board board of Directors directors of the Concessionaire Mine Operator by any person either by himself itself or together with any person or persons acting in concert with him him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspectiveAuthority, the decision of the Authority in this behalf being final, conclusive and binding on the ConcessionaireMine Operator, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board board of Directors directors of the Concessionaire Mine Operator without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise denial of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire Mine Operator from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board board of Directorsdirectors, as the case may be, of the ConcessionaireMine Operator; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the ConcessionaireMine Operator; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company company, holding directly or through one or more companies (whether situate in India or abroad) ), the Equity of the ConcessionaireMine Operator, not less than half of the directors on the Board board of Directors directors of the Concessionaire Mine Operator or of any company, directly or indirectly indirectly, whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire Mine Operator shall constitute acquisition of control, directly or indirectly, of the Board board of Directors directors of the ConcessionaireMine Operator. 5.3.3 Notwithstanding anything to the contrary contained herein, it is hereby expressly agreed by the Mine Operator that no change shall be effected in its shareholding pattern or beneficial ownership or otherwise so as to make it ineligible in terms of the General Financial Rules, 2017 read with the OM no. F.No.6/18/2019-PPD dated 23 July 2020 issued by the Public Procurement Division, Department of Expenditure, Ministry of Finance, Government of India and the Foreign Exchange Management Act, 1999 read with all rules, regulations, circulars, guidelines and notifications issued thereunder (each as amended or supplemented from time to time) to undertake and perform its obligations hereunder.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority.. For the avoidance of doubt, it is expressly agreed that the obligation under this Clause 5.3.1 and the representation in Clause 7.1(k) shall apply to the Concessionaire’s company in the event the aggregate shareholding of the Selected Bidder} together with {its/their} Associates, in the issued and paid-up equity share capital of the Concessionaire declines below 51% (fifty one percent) thereof during the first two years of the Concession Period; 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equityequity, in aggregate of not less than 1525% (fifteen twenty five per cent) of the total Equity equity of the Concessionaire; , or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiouslywithin a period of 60 days from the date of receipt of such request. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the avoidance of doubt, it is expressly agreed that merger of the Concessionaire with its parent company and/or the Selected Bidder and/or any of the constituents thereof shall also constitute Change in Ownership. For the purposes of this Clause 5.3.2: (a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or 2011or any statutory re-enactment thereof as in force as on the date of acquisition of Equityequity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) of the Equity of the Concessionaire shall constitute acquisition of control, control directly or indirectly, indirectly of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 (a) The Concessionaire shall not undertake or permit any Change in Ownership, Ownership except with the prior written approval of the Authority. 5.3.2 (b) Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges thatthat during the Concession Period: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15[25% (fifteen twenty-five per cent) )] or more of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him, shall constitute a “Change in Ownership Ownership” requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf regard being finalfinal, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2:Article 5.3(b): (ai) the expression “acquirer”, “control” control and “person acting in concert” concert shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board board of Directorsdirectors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of the shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (companies, whether situate situated in India or abroad) , the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15[25% (fifteen twenty five one per cent) )] of the Equity of the Concessionaire Concessionaire, shall constitute acquisition of control, directly or indirectly, of the Board board of Directors directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges that: (ia) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) or more of the total Equity of the Concessionaire; or (iib) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him him,shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour endeavor to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (ai) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of Boardof India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (bii) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (ciii) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 1525% (fifteen twenty five per cent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.3.1 5.4.1 The Concessionaire shall not undertake or permit any Change in OwnershipOwnership in the Concessionaire, except with the prior written approval of the Authority. 5.3.2 5.4.2 Notwithstanding anything to the contrary contained in this Agreement and the RFPAgreement, the Concessionaire agrees and acknowledges thatthat shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire: (ia) all All acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 1525% (fifteen twenty five per cent) of the total Equity of the Concessionaire; or (iib) acquisition Acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person person, either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and The Concessionaire undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2Article 5.4.2: (a) the expression “"acquirer”", “"control” " and “"person acting in concert” " shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate situated in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, control directly or indirectly, of the Board of Directors of the Concessionaire. 5.4.3 Subject to Article5.4.1 and Article5.4.2, a Change in Ownership of the Concessionaire is deemed not to have occurred upon a transfer of any ownership interest in the Concessionaire by the Initial Shareholders, provided that: a) Each of the consortium members of the Selected Bidder, whose experience has been evaluated for Technical Capacity and /or Financial Capacity evaluation at the time of selection of the Selected Bidder, shall hold at least 26% (twenty six percent) of the total Equity till a period of 5 (five) years following COD; and b) Lead consortium member (of the Selected Bidder) shall hold at least 51% (fifty one percent) of the total Equity till COD; and at least 26% (twenty six percent) thereafter till the 5th anniversary of the COD, and provided that the experience of this member has been evaluated for Technical Capacity and / or Financial Capacity evaluation at the time of selection of the Selected Bidder. c) Single entity / all consortium members [of the Selected Bidder], shall collectively hold at least 51% (fifty one percent) of the total Equity till 5th anniversary of the COD. 5.4.4 Concessionaire shall inform the Authority about any change in equity shareholding of the Concessionaire within 15 days of such change taking place.