Common use of AAI’s Option Clause in Contracts

AAI’s Option. 3.3.3.1 The Parties hereby further acknowledge and agree that, subsequent to the Initial Subscription, AAI (along with AAI Nominees) shall have the right, but not the obligation, to subscribe to such number of Equity Shares in any subsequent capitalization of the JVC, proportionate to its then shareholding in the JVC (“Option”). It is hereby expressly acknowledged and agreed between the Parties that to the extent any AAI Nominee does not subscribe (whether in whole or in part) to any Equity Shares that it is otherwise entitled to subscribe in any future capitalization of the JVC, AAI (or any other AAI Nominee(s) designated by AAI in this regard) shall have the right, but not the obligation, to subscribe (whether in whole or in part) to such number of Equity Shares as the AAI Nominee was entitled to subscribe but did not subscribe in such future capitalization of the JVC. 3.3.3.2 In the event AAI (along with AAI Nominees) does not inform the JVC of its decision to exercise such Option within the prescribed time, AAI shall deemed to have not exercised its Option and will accordingly not be bound to subscribe to any Equity Shares in the additional capitalisation of the JVC. 3.3.3.3 To the extent AAI (along with AAI Nominees) chooses or is deemed to have not to exercised its Option, it shall be the obligation of the Private Participants to acquire the aforesaid Equity Shares, proportionately in accordance with their then¸ inter-se, respective shareholding in the JVC or such other proportion as may be mutually agreeable between the Private Participants, subject to such proportions complying with the Foreign Entity Equity Cap and Scheduled Airlines Equity Cap. Provided however, the Parties hereby agree that reasonable time shall be provided to the Private Participants to acquire such Equity Shares. 3.3.3.4 The Parties further agree, that to the extent AAI (along with AAI Nominees) chooses to exercise its Option (whether in whole or in part) in accordance with Clause 3. 3.3.1 hereinabove, but fails, for whatsoever reason, to subscribe its portion of the Equity Shares of the JVC within the prescribed time, it shall be deemed that AAI (along with AAI Nominees) has not exercised its Option and the provisions of Clause 3.3.3.3 shall apply accordingly.