Common use of Exit Clause in Contracts

Exit. In the event (a) the IPO is not completed by the IPO Date; or (b) the draft red xxxxxxx prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and the Promoters shall provide their best efforts and support and shall use all efforts to facilitate a sale of all the Securities held by the the Purchaser, through a Secondary Sale. For avoidance of doubt, occurrence of an Exit Trigger Event under the Axis SPA, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One9 SPA II or the Ashoka SPA, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held by the Purchaser at a price and on terms acceptable to the Purchaser and the Secondary Sale shall be subject to the following conditions: (a) The Company and the Promoters shall deliver a notice to the Purchaser (“Secondary Sale Notice”) setting out: (i) the exact nature of the transaction proposed; (ii) the identity of the third-party purchaser; (iii) the time required to close the Secondary Sale; (iv) identity of the preferred investment banker; and (v) such other material terms of the Secondary Sale as the Purchaser might request. (b) The Company and the Promoters shall appoint financial or technical advisors, investment banker, lawyers, accountants and/or other intermediaries as acceptable to the Purchaser, who shall be given the mandate of effecting the Secondary Sale (including identification of the third-party investor / purchaser desirous of purchasing all of the Securities then held by the Purchaser) and to facilitate such sale. (c) The Purchaser shall not be required to provide any representations and warranties for such transfer, except those relating to title to its Securities. It is hereby clarified that notwithstanding anything contained in this Agreement, the Company and the Promoters shall provide customary representations, warranties, and undertakings in relation to the Business and operations of the Company. Without prejudice to the generality of the foregoing, the Company shall provide access to the Company’s information to the third party purchaser to conduct due diligence on the Company, subject to such third party purchaser and its representatives being subject to confidentiality and non – disclosure obligations. (d) The Promoters shall ensure that the costs and expenses of the Secondary Sale (including stamp duty amounts) shall be borne by the third – party purchaser. (e) Notwithstanding anything to the contrary under this Agreement, (i) it is hereby clarified that the Purchaser shall have the right to sell its Securities in priority to any other Shareholder in the Company (other than Axis Growth Avenues AIF – I, Ashoka India Equity Investment Trust Plc and 360 One Special Opportunities Fund – Series 10, with whom such right shall be shared pari passu by the Purchaser) and the consideration in a Secondary Sale shall be distributed to the Shareholders who are participating in such Secondary Sale, in proportion to the Securities that are being transferred by each such Shareholder as part of such Secondary Sale. (f) In the event the Company and the Promoters fail to facilitate the Secondary Sale in accordance with the terms of this Clause 5.1.3 within 6 (six) months from the Exit Trigger Date (“Extended Exit Date”), then, notwithstanding anything to the contrary in the Agreement, the Purchaser shall have the right (but not the obligation) to transfer all or a part of its Securities to any Person (including to a Competitor) at any point of time. However, the Purchaser shall be prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the Xxxxx Group at any point of time. It is clarified that completion of the steps set out under Clause 5.1.3(b) and Clause 5.1.3(c) above by the Company and the Promoters shall constitute facilitation of the sale of securities by the Purchaser and such obligation to facilitate shall continue until completion of the sale of all Securities held by the Purchaser. Provided however, on occurrence of any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, then the Purchaser shall have the right to immediately sell all or part of its Securities to any Person (including a Competitor). It is however agreed that the Purchaser is prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the Xxxxx Group at any point of time.

Exit. In the event (a) the IPO is not completed by the IPO Date; or (b) the draft red xxxxxxx prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and the Promoters shall provide their best efforts and support and shall use all efforts to facilitate a sale of all the Securities held by the the Purchaser, through a Secondary Sale. For avoidance of doubt, occurrence of an Exit Trigger Event under the Axis SPA, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One9 One10 SPA II or the Ashoka SPA360 One9 SPA II, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held by the Purchaser at a price and on terms acceptable to the Purchaser and the Secondary Sale shall be subject to the following conditions: (a) The Company and the Promoters shall deliver a notice to the Purchaser (“Secondary Sale Notice”) setting out: (i) the exact nature of the transaction proposed; (ii) the identity of the third-party purchaser; (iii) the time required to close the Secondary Sale; (iv) identity of the preferred investment banker; and (v) such other material terms of the Secondary Sale as the Purchaser might request. (b) The Company and the Promoters shall appoint financial or technical advisors, investment banker, lawyers, accountants and/or other intermediaries as acceptable to the Purchaser, who shall be given the mandate of effecting the Secondary Sale (including identification of the third-party investor / purchaser desirous of purchasing all of the Securities then held by the Purchaser) and to facilitate such sale. (c) The Purchaser shall not be required to provide any representations and warranties for such transfer, except those relating to title to its Securities. It is hereby clarified that notwithstanding anything contained in this Agreement, the Company and the Promoters shall provide customary representations, warranties, and undertakings in relation to the Business and operations of the Company. Without prejudice to the generality of the foregoing, the Company shall provide access to the Company’s information to the third party purchaser to conduct due diligence on the Company, subject to such third party purchaser and its representatives being subject to confidentiality and non – disclosure obligations. (d) The Promoters shall ensure that the costs and expenses of the Secondary Sale (including stamp duty amounts) shall be borne by the third – party purchaser. (e) Notwithstanding anything to the contrary under this Agreement, (i) it is hereby clarified that the Purchaser shall have the right to sell its Securities in priority to any other Shareholder in the Company (other than Axis Growth Avenues AIF – I, Ashoka India Equity Investment Trust Plc 360 One Special Opportunities Fund – Series 9 and 360 One Special Opportunities Fund – Series 10, with whom such right shall be shared pari passu by the Purchaser) and the consideration in a Secondary Sale shall be distributed to the Shareholders who are participating in such Secondary Sale, in proportion to the Securities that are being transferred by each such Shareholder as part of such Secondary Sale. (f) In the event the Company and the Promoters fail to facilitate the Secondary Sale in accordance with the terms of this Clause 5.1.3 within 6 (six) months from the Exit Trigger Date (“Extended Exit Date”), then, notwithstanding anything to the contrary in the Agreement, the Purchaser shall have the right (but not the obligation) to transfer all or a part of its Securities to any Person (including to a Competitor) at any point of time. However, the Purchaser shall be prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the Xxxxx Group at any point of time. It is clarified that completion of the steps set out under Clause 5.1.3(b) and Clause 5.1.3(c) above by the Company and the Promoters shall constitute facilitation of the sale of securities by the Purchaser and such obligation to facilitate shall continue until completion of the sale of all Securities held by the Purchaser. Provided however, on occurrence of any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, then the Purchaser shall have the right to immediately sell all or part of its Securities to any Person (including a Competitor). It is however agreed that the Purchaser is prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the Xxxxx Group at any point of time.

Exit. In the event (a) the IPO is not completed by the IPO Date; or (b) the draft red xxxxxxx prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and the Promoters shall provide their best efforts and support and shall use all efforts to facilitate a sale of all the Securities held by the the Purchaser, through a Secondary Sale. For avoidance of doubt, occurrence of an Exit Trigger Event under the Axis SPA, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One9 One10 SPA II or the Ashoka SPA, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held by the Purchaser at a price and on terms acceptable to the Purchaser and the Secondary Sale shall be subject to the following conditions: (a) The Company and the Promoters shall deliver a notice to the Purchaser (“Secondary Sale Notice”) setting out: (i) the exact nature of the transaction proposed; (ii) the identity of the third-party purchaser; (iii) the time required to close the Secondary Sale; (iv) identity of the preferred investment banker; and (v) such other material terms of the Secondary Sale as the Purchaser might request. (b) The Company and the Promoters shall appoint financial or technical advisors, investment banker, lawyers, accountants and/or other intermediaries as acceptable to the Purchaser, who shall be given the mandate of effecting the Secondary Sale (including identification of the third-party investor / purchaser desirous of purchasing all of the Securities then held by the Purchaser) and to facilitate such sale. (c) The Purchaser shall not be required to provide any representations and warranties for such transfer, except those relating to title to its Securities. It is hereby clarified that notwithstanding anything contained in this Agreement, the Company and the Promoters shall provide customary representations, warranties, and undertakings in relation to the Business and operations of the Company. Without prejudice to the generality of the foregoing, the Company shall provide access to the Company’s information to the third party purchaser to conduct due diligence on the Company, subject to such third party purchaser and its representatives being subject to confidentiality and non – disclosure obligations. (d) The Promoters shall ensure that the costs and expenses of the Secondary Sale (including stamp duty amounts) shall be borne by the third – party purchaser. (e) Notwithstanding anything to the contrary under this Agreement, (i) it is hereby clarified that the Purchaser shall have the right to sell its Securities in priority to any other Shareholder in the Company (other than Axis Growth Avenues AIF – I, Ashoka India Equity Investment Trust Plc and 360 One Special Opportunities Fund – Series 10, with whom such right shall be shared pari passu by the Purchaser) and the consideration in a Secondary Sale shall be distributed to the Shareholders who are participating in such Secondary Sale, in proportion to the Securities that are being transferred by each such Shareholder as part of such Secondary Sale. (f) In the event the Company and the Promoters fail to facilitate the Secondary Sale in accordance with the terms of this Clause 5.1.3 within 6 (six) months from the Exit Trigger Date (“Extended Exit Date”), then, notwithstanding anything to the contrary in the Agreement, the Purchaser shall have the right (but not the obligation) to transfer all or a part of its Securities to any Person (including to a Competitor) at any point of time. However, the Purchaser shall be prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the Xxxxx Group at any point of time. It is clarified that completion of the steps set out under Clause 5.1.3(b) and Clause 5.1.3(c) above by the Company and the Promoters shall constitute facilitation of the sale of securities by the Purchaser and such obligation to facilitate shall continue until completion of the sale of all Securities held by the Purchaser. Provided however, on occurrence of any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, then the Purchaser shall have the right to immediately sell all or part of its Securities to any Person (including a Competitor). It is however agreed that the Purchaser is prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the Xxxxx Group at any point of time.

Exit. In the event (a) the IPO is not completed by the IPO Date; or (b) the draft red xxxxxxx prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and the Promoters shall provide their best efforts and support and shall use all efforts to facilitate a sale of all the Securities held by the the Purchaser, through a Secondary Sale. For avoidance of doubt, occurrence of an Exit Trigger Event under the Axis SPA, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One9 One10 SPA II or the Ashoka SPA, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held by the Purchaser at a price and on terms acceptable to the Purchaser and the Secondary Sale shall be subject to the following conditions: (a) The Company and the Promoters shall deliver a notice to the Purchaser (“Secondary Sale Notice”) setting out: (i) the exact nature of the transaction proposed; (ii) the identity of the third-party purchaser; (iii) the time required to close the Secondary Sale; (iv) identity of the preferred investment banker; and (v) such other material terms of the Secondary Sale as the Purchaser might request. (b) The Company and the Promoters shall appoint financial or technical advisors, investment banker, lawyers, accountants and/or other intermediaries as acceptable to the Purchaser, who shall be given the mandate of effecting the Secondary Sale (including identification of the third-party investor / purchaser desirous of purchasing all of the Securities then held by the Purchaser) and to facilitate such sale. (c) The Purchaser shall not be required to provide any representations and warranties for such transfer, except those relating to title to its Securities. It is hereby clarified that notwithstanding anything contained in this Agreement, the Company and the Promoters shall provide customary representations, warranties, and undertakings in relation to the Business and operations of the Company. Without prejudice to the generality of the foregoing, the Company shall provide access to the Company’s information to the third party purchaser to conduct due diligence on the Company, subject to such third party purchaser and its representatives being subject to confidentiality and non – disclosure obligations. (d) The Promoters shall ensure that the costs and expenses of the Secondary Sale (including stamp duty amounts) shall be borne by the third – party purchaser. (e) Notwithstanding anything to the contrary under this Agreement, (i) it is hereby clarified that the Purchaser shall have the right to sell its Securities in priority to any other Shareholder in the Company (other than Axis Growth Avenues AIF – I, Ashoka India Equity Investment Trust Plc and 360 One Special Opportunities Fund – Series 10, with whom such right shall be shared pari passu by the Purchaser) and the consideration in a Secondary Sale shall be distributed to the Shareholders who are participating in such Secondary Sale, in proportion to the Securities that are being transferred by each such Shareholder as part of such Secondary Sale. (f) In the event the Company and the Promoters fail to facilitate the Secondary Sale in accordance with the terms of this Clause 5.1.3 within 6 (six) months from the Exit Trigger Date (“Extended Exit Date”), then, notwithstanding anything to the contrary in the Agreement, the Purchaser shall have the right (but not the obligation) to transfer all or a part of its Securities to any Person (including to a Competitor) at any point of time. However, the Purchaser shall be prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the Xxxxx Group at any point of time. It is clarified that completion of the steps set out under Clause 5.1.3(b) and Clause 5.1.3(c) above by the Company and the Promoters shall constitute facilitation of the sale of securities by the Purchaser and such obligation to facilitate shall continue until completion of the sale of all Securities held by the Purchaser. Provided however, on occurrence of any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, then the Purchaser shall have the right to immediately sell all or part of its Securities to any Person (including a Competitor). It is however agreed that the Purchaser is prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the Xxxxx Group at any point of time.

Exit. In the event (a) the IPO is not completed by the IPO Date; or (b) the draft red xxxxxxx prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; or (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and the Promoters shall provide their best efforts and support and shall use all efforts to facilitate a sale of all the Securities held by the the Purchaser, through a Secondary Sale. For avoidance of doubt, occurrence of an Exit Trigger Event under the Axis SPA360 One9 SPA II, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One9 One10 SPA II or the Ashoka SPA, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held by the Purchaser at a price and on terms acceptable to the Purchaser and the Secondary Sale shall be subject to the following conditions: (a) The Company and the Promoters shall deliver a notice to the Purchaser (“Secondary Sale Notice”) setting out: (i) the exact nature of the transaction proposed; (ii) the identity of the third-party purchaser; (iii) the time required to close the Secondary Sale; (iv) identity of the preferred investment banker; and (v) such other material terms of the Secondary Sale as the Purchaser might request. (b) The Company and the Promoters shall appoint financial or technical advisors, investment banker, lawyers, accountants and/or other intermediaries as acceptable to the Purchaser, who shall be given the mandate of effecting the Secondary Sale (including identification of the third-party investor / purchaser desirous of purchasing all of the Securities then held by the Purchaser) and to facilitate such sale. (c) The Purchaser shall not be required to provide any representations and warranties for such transfer, except those relating to title to its Securities. It is hereby clarified that notwithstanding anything contained in this Agreement, the Company and the Promoters shall provide customary representations, warranties, and undertakings in relation to the Business and operations of the Company. Without prejudice to the generality of the foregoing, the Company shall provide access to the Company’s information to the third party purchaser to conduct due diligence on the Company, subject to such third party purchaser and its representatives being subject to confidentiality and non – disclosure obligations. (d) The Promoters shall ensure that the costs and expenses of the Secondary Sale (including stamp duty amounts) shall be borne by the third – party purchaser. (e) Notwithstanding anything to the contrary under this Agreement, (i) it is hereby clarified that the Purchaser shall have the right to sell its Securities in priority to any other Shareholder in the Company (other than Axis Growth Avenues AIF 360 One Special Opportunities Fund – I, Series 9 Ashoka India Equity Investment Trust Plc and 360 One Special Opportunities Fund – Series 10, with whom such right shall be shared pari passu by the Purchaser) and the consideration in a Secondary Sale shall be distributed to the Shareholders who are participating in such Secondary Sale, in proportion to the Securities that are being transferred by each such Shareholder as part of such Secondary Sale. (f) In the event the Company and the Promoters fail to facilitate the Secondary Sale in accordance with the terms of this Clause 5.1.3 (Exit) , within 6 (six) months from the Exit Trigger Date Event (“Extended Exit Date”), then, notwithstanding anything to the contrary in the Agreement, the Purchaser shall have the right (but not the obligation) to transfer all or a part of its Securities to any Person (including to a Competitor) at any point of time. However, the Purchaser shall be prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the Xxxxx Group at any point of time. It is clarified that completion of the steps set out under Clause 5.1.3(b) (Exit) and Clause 5.1.3(c) (Exit) above by the Company and the Promoters shall constitute facilitation of the sale of securities by the Purchaser Purchaser, and such obligation to facilitate shall continue until completion of the sale of all Securities held by the Purchaser. . (g) Provided however, on occurrence of any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 (Dispute Resolution) of this Agreement, then the Purchaser shall have the right to immediately sell all or part of its Securities to any Person (including a Competitor). It is however agreed that the Purchaser is prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the Xxxxx Group at any point of time.

Exit. In the event (a) Upon the IPO is not completed by the IPO Date; or (b) the draft red xxxxxxx prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and the Promoters shall provide their best efforts and support and shall use all efforts to facilitate a sale of all the Securities held by the the Purchaser, through a Secondary Sale. For avoidance of doubt, occurrence of an Exit Trigger Event under the Axis SPA, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One9 SPA II or the Ashoka SPA, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held by the Purchaser at a price and on terms acceptable to the Purchaser and the Secondary Sale shall be subject to the following conditionsof: (a) The Company and the Promoters shall deliver a notice to the Purchaser (“Secondary Sale Notice”) setting out: (i) the exact nature a Change of the transaction proposedControl; or (ii) the identity sale of all or substantially all of the third-party purchaser; assets of the Group whether in a single transaction or a series of related transactions, (iiieach an Exit Event), (A) the time required Obligors’ Agent shall promptly notify the Agent upon becoming aware of that event and the Agent shall promptly notify the Lenders accordingly; and (B) each Lender shall be entitled to close the Secondary Sale; (iv) identity cancel its Commitments and require repayment of all of its share of the preferred investment banker; Utilisations and Ancillary Outstandings and payment of all amounts owing to it under the Finance Documents by notification to the Agent (va Cancellation Notice) such other material terms within 30 days of the Secondary Sale as Obligors’ Agent notifying the Purchaser might requestAgent of the occurrence of the Exit Event, whereupon: I. the undrawn Commitments of such Lender shall be cancelled and such Lender shall have no obligation to fund or participate in any new Utilisation or utilisation of an Ancillary Facility; and II. on the date falling ten (10) Business Days after such Lender provides notification to the Agent, all outstanding Utilisations provided by such Lender, together with accrued interest, and all other amounts accrued or owing to such Lender under the Finance Documents shall become immediately due and payable (or in the case of a Change of Control which results from a Listing, on the settlement date in respect of that Listing), and the relevant Borrower will immediately prepay all Utilisations and amounts provided by or owing to that Lender. (b) The Company and the Promoters shall appoint financial or technical advisors, investment banker, lawyers, accountants and/or other intermediaries as acceptable Any Lender that does not send to the Purchaser, who shall be given the mandate of effecting the Secondary Sale (including identification Agent a Cancellation Notice within 30 days of the third-party investor / purchaser desirous of purchasing all Obligors’ Agent notifying the Agent of the Securities then held by occurrence of the Purchaser) Exit Event shall not be able to cancel its Commitments or require repayment of its share of the Utilisations and will be treated as having waived its right to facilitate such saleprepayment under this Clause 12.1. (c) The Purchaser shall not be required Notwithstanding paragraph (a) above, prior to provide any representations and warranties for such transfer, except those relating to title to its Securities. It is hereby clarified that notwithstanding anything contained in this Agreementthe occurrence of a Change of Control, the Company Obligors’ Agent may (in its sole discretion) notify (at least three (3) Business Days in advance) the Agent that upon the occurrence of a Change of Control the Facilities will be cancelled and the Promoters shall provide customary representationsall outstanding Utilisations and Ancillary Outstandings, warrantiestogether with accrued interest, and undertakings in relation to all other amounts accrued under the Business Finance Documents, shall become immediately due and operations of the Company. Without prejudice to the generality of the foregoing, the Company shall provide access to the Company’s information to the third party purchaser to conduct due diligence on the Company, subject to such third party purchaser and its representatives being subject to confidentiality and non – disclosure obligationspayable at par. (d) The Promoters shall ensure that the costs and expenses of the Secondary Sale (including stamp duty amounts) shall be borne by the third – party purchaser. (e) Notwithstanding anything to the contrary under this Agreement, (i) it is hereby clarified that the Purchaser shall have the right to sell its Securities in priority to any other Shareholder in the Company (other than Axis Growth Avenues AIF – I, Ashoka India Equity Investment Trust Plc and 360 One Special Opportunities Fund – Series 10, with whom such right shall be shared pari passu by the Purchaser) and the consideration in a Secondary Sale shall be distributed to the Shareholders who are participating in such Secondary Sale, in proportion to the Securities that are being transferred by each such Shareholder as part of such Secondary Sale. (f) In the event the Company and the Promoters fail to facilitate the Secondary Sale in accordance with the terms of this Clause 5.1.3 within 6 (six) months from the Exit Trigger Date (“Extended Exit Date”), then, notwithstanding anything to the contrary in the Agreement, the Purchaser shall have the right (but not the obligation) to transfer all or a part of its Securities to any Person (including to a Competitor) at any point of time. However, the Purchaser shall be prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the Xxxxx Group at any point of time. It is clarified that completion of the steps set out under Clause 5.1.3(b) and Clause 5.1.3(c) above by the Company and the Promoters shall constitute facilitation of the sale of securities by the Purchaser and such obligation to facilitate shall continue until completion of the sale of all Securities held by the Purchaser. Provided however, on occurrence of any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, then the Purchaser shall have the right to immediately sell all or part of its Securities to any Person (including a Competitor). It is however agreed that the Purchaser is prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the Xxxxx Group at any point of time.