Common use of Notice of Restrictions Clause in Contracts

Notice of Restrictions. In accordance with Sections 151(f) and 202(a) of the General Corporation Law of the State of Delaware, as amended, the Participant is hereby notified that: THE SECURITIES GOVERNED BY THIS AGREEMENT ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND FORFEITURE RESTRICTIONS AS SET FORTH IN THIS AGREEMENT. SUCH TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES. THE SECURITIES GOVERNED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION OR AN EXEMPTION THEREFROM. THE SECURITIES GOVERNED BY THIS AGREEMENT ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, REDEMPTIONS OF THE SECURITIES AND OTHER RESTRICTIONS SET FORTH IN THE STOCKHOLDERS’ AGREEMENT. SUCH TRANSFER RESTRICTIONS AND OTHER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES. THE SECURITIES GOVERNED BY THIS AGREEMENT ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE SERIES E VOTING TRUST AGREEMENT. The Company shall furnish without charge to Participant, if he or she so requests, a statement of the powers, designations, preferences and relative, participating, options or other special rights of the Series E Common Stock and the qualifications, limitations or restrictions of such preferences and/or rights.

Notice of Restrictions. In accordance with Sections 151(f(a) If any Shareholder holds any Shares in the physical form, and 202(a) in the event that any or all of the General Corporation Law Purchase Shares held by the SP are rematerialized (the "REMATERIALISED SHARES") prior to the expiry of 3 (three) years from the Closing Date, each share certificate of the State Company in respect of Delawaresuch Shares of the Company held by any Shareholder in the physical form and the Rematerialised Shares, shall bear the following legend either as amended, an endorsement or on the Participant is hereby notified thatface of such share certificate: "THIS CERTIFICATE AND THE SECURITIES GOVERNED SHARES REPRESENTED BY THIS AGREEMENT CERTIFICATE ARE SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE SHARE PURCHASE AGREEMENT BY AND AMONG THE PRESIDENT OF INDIA, STERLITE OPPORTUNITIES AND VENTURES LIMITED AND HINDUSTAN ZINC LIMITED, AND THE SHAREHOLDERS AGREEMENT BY AND AMONG THE PRESIDENT OF INDIA AND STERLITE OPPORTUNITIES AND VENTURES LIMITED, BOTH OF WHICH ARE DATED APRIL 4, 2002, , COPIES OF WHICH ARE ON FILE AT THE CORPORATE OFFICE OF THE COMPANY. SUCH SHAREHOLDERS AGREEMENT, AMONG OTHER THINGS, IMPOSES VARIOUS RESTRICTIONS ON THE TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, GIFT, PLACEMENT IN TRUST (VOTING OR OTHERWISE), OR OTHER ENCUMBRANCE OR DISPOSAL OF AN INTEREST IN, DIRECTLY OR INDIRECTLY AND WHETHER OR NOT VOLUNTARILY, BY OPERATION OF LAW OR OTHERWISE, OF THE COMPANY'S EQUITY SHARES, PAR VALUE Rs. 10/ PER SHARE (THE "EQUITY SHARES"), AND GRANTS TO CERTAIN RESTRICTIONS ON TRANSFER SHAREHOLDERS OF THE COMPANY CERTAIN OPTIONS TO PURCHASE AND FORFEITURE RESTRICTIONS AS SET FORTH IN THIS AGREEMENT. SUCH TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SELL THE EQUITY SHARES. THE SECURITIES GOVERNED BY THIS AGREEMENT ABOVE LEGEND SHALL BE VALID FOR A PERIOD COMMENCING FROM April 11, 2002 (date of Closing) till April 10, 2005 (three years from date of closing) AND SHALL BE DEEMED TO HAVE NOT BEEN REGISTERED AUTOMATICALLY LAPSED UPON THE EXPIRY OF THREE YEARS FROM THE CLOSING DATE OR QUALIFIED UNDER THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION OR AN EXEMPTION THEREFROM. THE SECURITIES GOVERNED BY THIS AGREEMENT ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, REDEMPTIONS EXPIRY OF THE SECURITIES AND OTHER RESTRICTIONS SET FORTH IN THE STOCKHOLDERS’ SHAREHOLDERS AGREEMENT. SUCH TRANSFER RESTRICTIONS AND OTHER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES. THE SECURITIES GOVERNED BY THIS AGREEMENT ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE SERIES E VOTING TRUST AGREEMENT. The Company , WHICHEVER IS EARLIER." (b) Upon the expiry of 3 (three) years from Closing Date, the Shareholders shall furnish without charge have the right to Participantsubmit the share certificate for the Rematerialised Shares and any Shares held by any Shareholder in the physical form, if he or she so requestsany, bearing the legend to the Company and seek the substitution by a statement of new share certificate without the powers, designations, preferences and relative, participating, options or other special rights of the Series E Common Stock and the qualifications, limitations or restrictions of such preferences and/or rightslegend.