Common use of Conditions Subsequent to Closing Clause in Contracts

Conditions Subsequent to Closing. (a) The Company shall (with the Board cooperation) and the Promoter shall cause the Company to fulfil (and provide certified true copies of documents evidencing such fulfilment) in form and substance reasonably satisfactory to the Investor, all the filings and compliances required under applicable Law, including the following: (i) within 5 (Five) Business Days of the Closing Date, file with the Registrar of Companies, Form PAS 3 (or such other forms as may be applicable under the provisions of the Act) in connection with the issuance and allotment of the Subscription Securities to the Investor; (ii) within 5 (Five) Business Days of the Closing Date, file with the Registrar of Companies, Form MGT-14 in respect of the shareholders’ resolutions referred to in Clause 5.1(i) above; (iii) within 5 (Five) Business Days of the Closing Date, file Forms DIR-11 and DIR-12 (or such other forms as may be applicable under the provisions of the Act) with the Registrar of Companies, in relation to the resignation of the existing director and the appointment of the Investor Directors; (iv) within 30 (Thirty) Business Days of the Closing Date, carry out the Audit of the financial statements of the Company for the year ended 31 March 2021; (v) within 30 (Thirty) Business Days of the Closing Date, carry out technical and physical verification of inventory and fixed assets; (vi) within 60 (sixty) Business Days of the Closing Date obtain the fire NOC for its Peenya Facility under Karnataka Fire Services Xxx 0000; (vii) within 30 (Thirty)Business Days of the Closing Date, the Company shall, shall require that the Company shall regularize any of its non-compliances for the existing employees of the Company under the Payment of Xxxxx Xxx, 0000; (viii) within 30 (Thirty) Business Days of the Closing Date, the Company shall develop a comprehensive Legal Register incorporating all applicable Environmental & Social legal requirements at the corporate level and facility level; (ix) within 30 (Thirty) Business Days of the Closing Date, the Company shall identify all categories of hazardous wastes generated in the Peenya Facility and accordingly apply for Hazardous Waste Management (HWM) Authorization from Karnataka State Pollution Control Board as per the Hazardous & Other Waste (Management and Transboundary Movement) Rules 2016; (x) within 30 (Thirty) Business Days of the Closing Date, the Company shall ensure that the owner of Peenya Facility has obtained lift license; (xi) within 30 (Thirty) Business Days of the Closing Date, the Company shall procure a director and officers insurance policy for 7 years from the Closing Date covering all its directors on Board, to the satisfaction of the Investor for the present directors of the Company for an amount of INR 40,00,00,000 (Rupees Forty Crores only). (xii) within 30 (Thirty) Business Days of the Closing Date, the board of directors and shareholders of the Company shall have passed resolutions (in Agreed Form) approving the increase / reclassification in its authorised share capital in order to accommodate the investment in the Company by the Investor under the Agreement (including the conversion of the Subscription Securities into Equity Shares) and the Company shall have filed with the Registrar of Companies in accordance with the provisions of the Act, certified copies of such resolutions and the Investor shall have received certified true copies of such resolutions and filings made by the Company with the Registrar of Companies evidencing payment of stamp duty and registration fees in relation to the increase in the Company’s authorised share capital; (xiii) within 30 (Thirty) Business Days of the Closing Date, the Company shall make relevant filings with the registrar of companies, in accordance with the Act, in relation to release of the pledge over the shares by them in the Company in favour of Canara Bank Limited; (xiv) Within 10 (Ten) Business Days of the Closing Date, the Company shall notify Biotechnology Industry Research Assistance Council, Biocon Limited, BBT Biotech GmbH, and BSV Bioscience GmbH about the transactions contemplated under this Agreement; (xv) Within 10 (Ten) Business Days of the Closing Date, the Company shall notify all relevant regulatory authorities including authorities under the Drugs and Cosmetics Act, 1940, about the change in shareholding of the Company, as required under Applicable Law; and (xvi) Within 60 (Sixty) Business Days of the Closing Date, the Company shall, and the Promoter shall require that the Company shall regularize any of its non-compliances under the Employees’ State Insurance Act, 1948. (xvii) Within 30 (thirty) days of Closing, apply for approval from the Reserve Bank of India to sell or transfer the shares held by the Company in MyBioSciencelab SDN. BHD., Malaysia and thereafter take all requisite steps to complete such transfer as expeditiously as possible.

Conditions Subsequent to Closing. (a) 7.1. The Company shall within 15 (with the Board cooperation) and the Promoter shall cause the Company to fulfil (and provide certified true copies of documents evidencing such fulfilment) in form and substance reasonably satisfactory to the Investor, all the filings and compliances required under applicable Law, including the following: (i) within 5 (Fivefifteen) Business Days of after the Closing DateDates or within the period prescribed by Applicable Law, whichever is earlier, file the following documents: 7.1.1. file with the jurisdictional Registrar of Companies, Form PAS 3 (or such other the relevant forms as may be applicable under the provisions of the Act) , in connection with the issuance and allotment of the Subscription Securities to the InvestorShares; (ii) within 5 (Five) Business Days 7.1.2. file such other requisite form(s), as may be required as regards the issue and allotment of the Closing Date, Subscription Shares; 7.1.3. file with the jurisdictional Registrar of Companies, Form MGT-14 in respect of the shareholders’ resolutions referred to in Clause 5.1(i) above; (iii) within 5 (Five) Business Days of the Closing Date, file Forms DIR-11 and DIR-12 (or such other relevant forms as may be applicable under the provisions of the Act) with the Registrar of Companies, in relation to the resignation of the existing director and connection with the appointment of the Investor Directors;Director as Director to the Board of the Company; and 7.1.4. file with the jurisdictional Registrar of Companies, the relevant forms under the Act, in connection with the amendments made to the Articles of Association of the Company. 7.2. Within 20 (iv) within 30 (Thirtytwenty) Business Days of from the Closing Date, carry out the Audit of the financial statements of the Company for the year ended 31 March 2021; (v) within 30 (Thirty) Business Days of the Closing Date, carry out technical and physical verification of inventory and fixed assets; (vi) within 60 (sixty) Business Days of the Closing Date obtain the fire NOC for its Peenya Facility under Karnataka Fire Services Xxx 0000; (vii) within 30 (Thirty)Business Days of the Closing DateDates, the Company shallshall deliver to the Investors the following documents, as applicable: 7.2.1. Certified true copies of the relevant forms duly filed with the jurisdictional Registrar of Companies and the receipts in respect of the issuance of theSubscription Shares; 7.2.2. Certified true copies of the relevant forms duly filed with the jurisdictional Registrar of Companies and receipts, in respect of the appointment of the Investor Director as Director to the Board of the Company; 7.2.3. Certified true copies of the relevant forms duly filed with the jurisdictional Registrar of Companies and receipts in respect of such forms, pursuant to the amendments made to the Articles of Association of the Company; and 7.2.4. Certified true copies of the relevant forms duly filed with the jurisdictional Registrar of Companies and receipts in respect of such forms, pursuant to increase and reclassification (if applicable) in authorized share capital of the Company. Provided that in the event of any regulatory delays which the Company faces in undertaking the filing requirements as stated under clauses 7.1 and 7.2, the timelines as stated above shall require be reasonably extended for the period of such regulatory delay, with respect to the specific filing concerned. Provided however, that the Company shall regularize any of its non-compliances for provide the existing employees of the Company under the Payment of Xxxxx Xxx, 0000; (viii) within 30 (Thirty) Business Days of the Closing Date, the Company shall develop a comprehensive Legal Register incorporating all applicable Environmental & Social legal requirements at the corporate level and facility level; (ix) within 30 (Thirty) Business Days of the Closing Date, the Company shall identify all categories of hazardous wastes generated in the Peenya Facility and accordingly apply for Hazardous Waste Management (HWM) Authorization from Karnataka State Pollution Control Board as per the Hazardous & Other Waste (Management and Transboundary Movement) Rules 2016; (x) within 30 (Thirty) Business Days of the Closing Date, the Company shall ensure that the owner of Peenya Facility has obtained lift license; (xi) within 30 (Thirty) Business Days of the Closing Date, the Company shall procure a director and officers insurance policy for 7 years from the Closing Date covering all its directors on Board, to the satisfaction of the Investor for the present directors of the Company for an amount of INR 40,00,00,000 (Rupees Forty Crores only). (xii) within 30 (Thirty) Business Days of the Closing Date, the board of directors and shareholders of the Company shall have passed resolutions (in Agreed Form) approving the increase / reclassification in its authorised share capital in order to accommodate the investment in the Company by the Investor under the Agreement (including the conversion of the Subscription Securities into Equity Shares) and the Company shall have filed Investors with the Registrar of Companies in accordance with the provisions of the Act, certified copies of such resolutions and the Investor shall have received certified true copies of the relevant forms/filings within 1 (one) business day of the cessation of any such resolutions and filings made by the regulatory delay. 7.3. The Company with the Registrar of Companies evidencing payment of stamp duty and registration fees in relation shall furnish to the increase in the Company’s authorised share capital; (xiii) within 30 (Thirty) Business Days Investors, a printed copy of the Closing Date, the Company shall make relevant filings with the registrar amended Memorandum and Articles of companies, in accordance with the Act, in relation to release of the pledge over the shares by them in the Company in favour of Canara Bank Limited; (xiv) Within 10 (Ten) Business Days of the Closing Date, the Company shall notify Biotechnology Industry Research Assistance Council, Biocon Limited, BBT Biotech GmbH, and BSV Bioscience GmbH about the transactions contemplated under this Agreement; (xv) Within 10 (Ten) Business Days of the Closing Date, the Company shall notify all relevant regulatory authorities including authorities under the Drugs and Cosmetics Act, 1940, about the change in shareholding Association of the Company, as required under Applicable Law; and pursuant to the execution of these presents, within 10 (xvi) Within 60 (Sixtyten) Business Days filing of the Closing Date, same with the Company shall, and the Promoter shall require that the Company shall regularize any jurisdictional Registrar of its non-compliances under the Employees’ State Insurance Act, 1948Companies. (xvii) Within 30 (thirty) days of Closing, apply for approval from the Reserve Bank of India to sell or transfer the shares held by the Company in MyBioSciencelab SDN. BHD., Malaysia and thereafter take all requisite steps to complete such transfer as expeditiously as possible.

Conditions Subsequent to Closing. (a) 6.1 The Company shall within 15 (with the Board cooperation) and the Promoter shall cause the Company to fulfil (and provide certified true copies of documents evidencing such fulfilment) in form and substance reasonably satisfactory to the Investor, all the filings and compliances required under applicable Law, including the following: (i) within 5 (Fivefifteen) Business Days of after the Closing DateDates or within the period prescribed by Applicable Law, whichever is earlier, file the following documents: 6.1.1 file with the jurisdictional Registrar of Companies, Form PAS 3 (or such other the relevant forms as may be applicable under the provisions of the Act) , in connection with the issuance and allotment of the Subscription Securities Investor Shares; and 6.1.2 file such other requisite form(s), as may be required as regards the issue and allotment of the Investor Shares. In case of Closing, in addition to the Investor; above, the Company shall within 15 (ii) within 5 (Fivefifteen) Business Days of after the Closing DateDate or within the period prescribed by Applicable Law, whichever is earlier, file the following documents: (a) file with the jurisdictional Registrar of Companies, Form MGT-14 in respect of the shareholders’ resolutions referred to in Clause 5.1(i) above; (iii) within 5 (Five) Business Days of the Closing Date, file Forms DIR-11 and DIR-12 (or such other relevant forms as may be applicable under the provisions of the Act) with the Registrar of Companies, in relation to the resignation of the existing director and connection with the appointment of the Investor Directors;Director as Director to the Board of the Company; and (ivb) within 30 (Thirty) Business Days file with the jurisdictional Registrar of Companies, the relevant forms under the Act, in connection with the amendments made to the Articles of Association of the Company. 6.2 Within 15 (fifteen) Busin ss Day f om the applicable Closing DateDates, carry as set out the Audit of the financial statements of the Company for the year ended 31 March 2021; (v) within 30 (Thirty) Business Days of the Closing Date, carry out technical and physical verification of inventory and fixed assets; (vi) within 60 (sixty) Business Days of the Closing Date obtain the fire NOC for its Peenya Facility under Karnataka Fire Services Xxx 0000; (vii) within 30 (Thirty)Business Days of the Closing Datein Clause 6.1 above, the Company shallshall deliver to the Investor certified true copies of the relevant forms duly filed with the jurisdictional Registrar of Companies and receipts in respect of such forms. The Company shall also deliver to the Investor certified true copies of the forms duly filed with the jurisdictional Registrar of Companies, along with receipts, in respect of increase and reclassification (if applicable) in authorized share capital of the Company. Provided that in the event of any regulatory delays which the Company faces in undertaking the filing requirements as stated under clauses 6.1 and 6.2, the timelines as stated above shall require be reasonably extended for the period of such regulatory delay, with respect to the specific filing concerned. Provided however, that the Company shall regularize any of its non-compliances for the existing employees of the Company under the Payment of Xxxxx Xxx, 0000; (viii) within 30 (Thirty) Business Days of the Closing Date, the Company shall develop a comprehensive Legal Register incorporating all applicable Environmental & Social legal requirements at the corporate level and facility level; (ix) within 30 (Thirty) Business Days of the Closing Date, the Company shall identify all categories of hazardous wastes generated in the Peenya Facility and accordingly apply for Hazardous Waste Management (HWM) Authorization from Karnataka State Pollution Control Board as per the Hazardous & Other Waste (Management and Transboundary Movement) Rules 2016; (x) within 30 (Thirty) Business Days of the Closing Date, the Company shall ensure that the owner of Peenya Facility has obtained lift license; (xi) within 30 (Thirty) Business Days of the Closing Date, the Company shall procure a director and officers insurance policy for 7 years from the Closing Date covering all its directors on Board, to the satisfaction of provide the Investor for the present directors of the Company for an amount of INR 40,00,00,000 (Rupees Forty Crores only). (xii) within 30 (Thirty) Business Days of the Closing Date, the board of directors and shareholders of the Company shall have passed resolutions (in Agreed Form) approving the increase / reclassification in its authorised share capital in order to accommodate the investment in the Company by the Investor under the Agreement (including the conversion of the Subscription Securities into Equity Shares) and the Company shall have filed with the Registrar of Companies in accordance with the provisions of the Act, certified copies of such resolutions and the Investor shall have received certified true copies of the relevant forms/filings within 1 (one) business day of the cessation of any such resolutions and filings made by the regulatory delay. The Company with the Registrar of Companies evidencing payment of stamp duty and registration fees in relation shall furnish to the increase in the Company’s authorised share capital; (xiii) within 30 (Thirty) Business Days Investor, a printed copy of the Closing Date, the Company shall make relevant filings with the registrar amended Memorandum and Articles of companies, in accordance with the Act, in relation to release of the pledge over the shares by them in the Company in favour of Canara Bank Limited; (xiv) Within 10 (Ten) Business Days of the Closing Date, the Company shall notify Biotechnology Industry Research Assistance Council, Biocon Limited, BBT Biotech GmbH, and BSV Bioscience GmbH about the transactions contemplated under this Agreement; (xv) Within 10 (Ten) Business Days of the Closing Date, the Company shall notify all relevant regulatory authorities including authorities under the Drugs and Cosmetics Act, 1940, about the change in shareholding Association of the Company, as required under Applicable Law; and pursuant to the execution of these presents, within 15 (xvi) Within 60 (Sixtyfifteen) Business Days filing of the Closing Date, same with the Company shall, and the Promoter shall require that the Company shall regularize any jurisdictional Registrar of its non-compliances under the Employees’ State Insurance Act, 1948Companies. (xvii) Within 30 (thirty) days of Closing, apply for approval from the Reserve Bank of India to sell or transfer the shares held by the Company in MyBioSciencelab SDN. BHD., Malaysia and thereafter take all requisite steps to complete such transfer as expeditiously as possible.

Conditions Subsequent to Closing. (a) The Company shall (with the Board cooperation) and the Promoter Promoters shall cause procure that the Company shall, within 30 (thirty) days, to fulfil (and provide certified true copies the satisfaction of documents evidencing such fulfilment) in form and substance reasonably satisfactory to the Investor, all from the filings and compliances required under applicable Law, including the followingClosing Date: (i) within 5 (Five) Business Days of the Closing Date, file Form DIR – 12 with the relevant Registrar of Companies, Form PAS 3 (or such other forms as may be applicable under Companies with respect to the provisions appointment of the Act) in connection with the issuance and allotment of the Subscription Securities to Directors by the Investor; (ii) within 5 (Five) Business Days of the Closing Date, file Advance Reporting Form along with the Registrar supporting documents to the Reserve Bank of Companies, Form MGT-14 in respect of India on the shareholders’ resolutions referred e-Biz platform with regard to in Clause 5.1(i) abovethe Investment Amount; (iii) within 5 file Form FC-GPR along with the supporting documents to the Reserve Bank of India on the e-Biz platform with regard to the Subscription Shares. (Fiveb) Business Days The Company and the Promoters shall deliver original or certified copies, as the case may be, of the Closing Dateforms, file Forms DIR-11 reports and DIR-12 (or such other forms as may be applicable under the provisions of the Act) with the Registrar of Companies, in relation documents to the resignation Investor within the aforesaid period of the existing director 30 (thirty) days. The Company and the appointment of the Investor Directors; (iv) within 30 (Thirty) Business Days of the Closing Date, carry out the Audit of the financial statements of the Company for the year ended 31 March 2021; (v) within 30 (Thirty) Business Days of the Closing Date, carry out technical and physical verification of inventory and fixed assets; (vi) within 60 (sixty) Business Days of the Closing Date obtain the fire NOC for its Peenya Facility under Karnataka Fire Services Xxx 0000; (vii) within 30 (Thirty)Business Days of the Closing Date, the Company shall, shall require that the Company shall regularize any of its non-compliances for the existing employees of the Company under the Payment of Xxxxx Xxx, 0000; (viii) within 30 (Thirty) Business Days of the Closing Date, the Company shall develop a comprehensive Legal Register incorporating all applicable Environmental & Social legal requirements at the corporate level and facility level; (ix) within 30 (Thirty) Business Days of the Closing Date, the Company shall identify all categories of hazardous wastes generated in the Peenya Facility and accordingly apply for Hazardous Waste Management (HWM) Authorization from Karnataka State Pollution Control Board as per the Hazardous & Other Waste (Management and Transboundary Movement) Rules 2016; (x) within 30 (Thirty) Business Days of the Closing Date, the Company Promoters shall ensure that all forms, reports and documents to be filed and/or delivered under this Clause are in the owner of Peenya Facility has obtained lift license; (xi) within 30 (Thirty) Business Days of prescribed format, accurately completed and accompanied by all the Closing Date, the Company shall procure a director and officers insurance policy for 7 years from the Closing Date covering all its directors on Board, to the satisfaction of the Investor for the present directors of the Company for an amount of INR 40,00,00,000 (Rupees Forty Crores only)required documents. (xii) within 30 (Thirty) Business Days of the Closing Date, the board of directors and shareholders of the Company shall have passed resolutions (in Agreed Form) approving the increase / reclassification in its authorised share capital in order to accommodate the investment in the Company by the Investor under the Agreement (including the conversion of the Subscription Securities into Equity Shares) and the Company shall have filed with the Registrar of Companies in accordance with the provisions of the Act, certified copies of such resolutions and the Investor shall have received certified true copies of such resolutions and filings made by the Company with the Registrar of Companies evidencing payment of stamp duty and registration fees in relation to the increase in the Company’s authorised share capital; (xiii) within 30 (Thirty) Business Days of the Closing Date, the Company shall make relevant filings with the registrar of companies, in accordance with the Act, in relation to release of the pledge over the shares by them in the Company in favour of Canara Bank Limited; (xiv) Within 10 (Ten) Business Days of the Closing Date, the Company shall notify Biotechnology Industry Research Assistance Council, Biocon Limited, BBT Biotech GmbH, and BSV Bioscience GmbH about the transactions contemplated under this Agreement; (xv) Within 10 (Ten) Business Days of the Closing Date, the Company shall notify all relevant regulatory authorities including authorities under the Drugs and Cosmetics Act, 1940, about the change in shareholding of the Company, as required under Applicable Law; and (xvi) Within 60 (Sixty) Business Days of the Closing Date, the Company shall, and the Promoter shall require that the Company shall regularize any of its non-compliances under the Employees’ State Insurance Act, 1948. (xviic) Within 30 (thirty) days of Closing, apply for approval from the Reserve Bank of India Closing Date, the Company, the Promoters and the Investor shall agree on the Business Plan to sell or transfer the shares held be adopted by the Company, with such approvals as may be required under the Shareholders’ Agreement and the Restated Articles. (d) The Company shall and the Promoters shall cause the Company to appoint key experienced executives, as recommended by the Investor, within such timelines as may be notified by the Investor, subject to the decision of the Board. (e) The Company shall and the Promoters shall cause the Company to appoint such number of independent Directors as may be agreed, in MyBioSciencelab SDN. BHDaccordance with the Shareholders’ Agreement within 30 (thirty) days from the Closing Date or such other period as may be agreed between the Investor and the Promoters., Malaysia and thereafter take all requisite steps to complete such transfer as expeditiously as possible.