Common use of Issuance of Additional Shares, ADSs etc Clause in Contracts

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (i) an offering to holders of outstanding Shares or other securities of the same class as those constituting Deposited Securities of rights to subscribe for Shares or other securities of the same class as those constituting Deposited Securities, (ii) an elective dividend of cash or Shares in respect of the Deposited Securities, (iii) a redemption of Deposited Securities, (iv) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger or consolidation or transfer of assets, or (v) any reclassification, recapitalization, reorganization, merger, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the proposed transaction does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). In support of the foregoing, the Company will furnish to the Depositary (a) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether such transaction (1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and (b) an opinion of Indian counsel stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of the Republic of India and (2) all requisite regulatory consents and approvals have been obtained in the Republic of India. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to enable it to proceed without registration under the Securities Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act and, if applicable, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and the related registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in order to offer any securities to Holders and Beneficial Owners.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (i) an issuance, sale or distribution of additional Shares, (ii) an offering to holders of outstanding Shares or other securities of the same class as those constituting Deposited Securities of rights to subscribe for Shares or other securities of the same class as those constituting Deposited Securities, (iiiii) an issuance of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares in respect of the Deposited SecuritiesShares, (iiivi) a redemption of Deposited Securities, (ivvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger or consolidation or transfer of assets, or (vviii) any reclassification, recapitalization, reorganization, merger, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and or the securities laws of the states of the U.S.United States). In support of the foregoing, the Company will will, at the request of the Depositary, furnish to the Depositary (a) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and (b) an opinion of Indian the Republic of India counsel stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of the Republic of India and (2) all requisite regulatory consents and approvals have been obtained in the Republic of India. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to enable it to proceed without avoid the registration under requirements of the Securities Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act and, if applicable, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and the related such registration statement has been declared effective). Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in order to offer respect of any securities to Holders and Beneficial Ownersproposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (i) an issuance, sale or distribution of additional Shares, (ii) an offering to holders of outstanding Shares or other securities of the same class as those constituting Deposited Securities of rights to subscribe for Shares or other securities of the same class as those constituting Deposited Securities, (iiiii) an issuance of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares in respect of the Deposited SecuritiesShares, (iiivi) a redemption of Deposited Securities, (ivvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger or consolidation or transfer of assets, or (vviii) any assumption, reclassification, recapitalization, reorganization, merger, consolidation or sale of assets which affects the Deposited Securities, it will obtain U.S. legal advice and take all steps necessary to ensure that the proposed transaction does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). In support of the foregoing, the Company will will, if requested by the Depositary, furnish to the Depositary (a) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether such transaction (1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and (b) an opinion of Indian counsel stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of the Republic of India and (2) all requisite regulatory consents and approvals have been obtained in the Republic of India. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to enable it to proceed without avoid the registration under requirements of the Securities Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from do not violate the registration under provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act andof 1940, if applicableas amended, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and the related registration statement has been declared effectivesecurities laws of the states of the U.S.). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in order to offer respect of any securities to Holders and Beneficial Ownersproposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates proposes (i) an offering a distribution of additional Shares (other than a Share dividend to existing holders of outstanding Shares or other securities of the same class as those constituting Deposited Securities Shares), (ii) a distribution of rights to subscribe for Shares or other securities of the same class as those constituting Deposited SecuritiesShares, (iiiii) an issuance of securities convertible into, or exchangeable for, Shares, (iv) a distribution of rights to subscribe for securities convertible into Shares, (v) an elective dividend distribution of cash or Shares in respect pursuant to which Holders of the Deposited SecuritiesADSs may elect to receive a distribution of cash or ADSs, (iii) a redemption of Deposited Securities, (ivvi) a meeting of holders of Deposited Securities, or solicitation of consents or proxiesproxies from holders of Deposited Securities, relating to any reclassification of securitiesDeposited Securities, merger or consolidation or a transfer of assetsassets of the Company, or (vvii) any reclassification, recapitalization, reorganization, merger, consolidation or sale a distribution of assets which affects the Deposited Securitiessecurities other than Shares, it will obtain U.S. legal advice and take all steps necessary (including, if applicable, consulting US counsel) to ensure that the proposed transaction does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). In support of the foregoing, the Company will will, if any of such transactions involves ADS or Holders or Beneficial Owners, and if required in the reasonable judgment of the Depositary after consultation with the Company, furnish to the Depositary (a) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether such transaction (1) requires a registration statement under the Securities Act to be in effect effect, or (2) is exempt from the registration requirements of the Securities Act and (b) an opinion of Indian counsel stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of the Republic of India and (2) all requisite regulatory consents and approvals have been obtained in the Republic of IndiaAct. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to enable it to proceed without avoid the registration under requirements of the Securities Act Act, or (iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance originally issued or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securitiessecurities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction are exempt from do not, in the reasonable judgment of the Company, violate the registration under provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act andof 1940, if applicableas amended, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and the related registration statement has been declared effectivesecurities laws of the states of the U.S.). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in order to offer respect of any securities to Holders and Beneficial Ownersproposed transaction.

Issuance of Additional Shares, ADSs etc. The Company agrees that in the event it or any of its Affiliates over which the Company has control proposes (i) an issuance, sale or distribution of additional Shares, (ii) an offering to holders of outstanding Shares or other securities of the same class as those constituting Deposited Securities of rights to subscribe for Shares or other securities of the same class as those constituting Deposited Securities, (iiiii) an issuance or assumption of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares in with respect of to the Deposited Securities, (iiivi) a redemption of Deposited Securities, (ivvii) a meeting of holders of Deposited Securities, or solicitation of consents or proxiesproxies from holders of Deposited Securities, relating to any reclassification of securities, merger or consolidation or transfer of assets, or (vviii) any assumption, reclassification, recapitalization, reorganization, merger, consolidation or sale of assets which affects the Deposited Securities, or (ix) solely with respect to the Company, a distribution of securities other than Shares, it will obtain U.S. legal advice and take all commercially reasonable steps necessary to ensure that the proposed transaction does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). In support of the foregoing, the Company will will, if the Depositary deems it reasonably necessary in order to ensure such proposed transaction does not violate such applicable laws, furnish to the Depositary (a) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether such transaction (1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and (b) an opinion of Indian an Colombian counsel stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of the Republic of India Colombia and (2) all requisite regulatory consents and approvals have been obtained in the Republic of IndiaColombia, provided that no such opinion shall be required where any such issuance, sale offering or distribution is to be made solely in connection with an issuance of Shares pursuant to (i) a bonus or share split, (ii) compensation of the Company's directors, executives, officers or employees, or (iii) any Company employee benefit program, share purchase program or share option plan, so long as, in respect of any Shares so issued, sold, offered or distributed under (ii) or (iii) above, the Depositary receives, if requested, documentation reasonably satisfactory to it that (x) a registration statement under the Securities Act, if applicable, is in effect, (y) the Commission has issued no stop orders in respect of any such registration statement and (z) all such Shares at the time of delivery to the relevant employee, director or officer are duly authorized, validly issued, fully paid, non-assessable, free of any transfer or voting restrictions, and free of any preemptive rights, all requisite permissions, consents, approvals, authorizations and orders (if any) have been obtained and all requisite filings (if any) have been made in the Republic of Colombia in respect of such Shares, and the Shares rank pari passu in all respects with the Shares at such time deposited with the Custodian under this Deposit Agreement. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to enable it to proceed without avoid the registration under requirements of the Securities Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in this the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates over which the Company has control will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securitiessecurities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction are exempt from do not violate the registration under provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act andof 1940, if applicableas amended, the Exchange Act or have been registered under the Securities Act and, if applicable, the Exchange Act (and the related registration statement has been declared effectivesecurities laws of the states of the U.S.). Notwithstanding anything else contained in this the Deposit Agreement, nothing in this the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in order to offer respect of any securities to Holders and Beneficial Ownersproposed transaction.