Common use of Obligations relating to Change in Ownership Clause in Contracts

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of Maha-Metro. 5.3.2 The Concessionaire shall undertake that, the Members of the Consortium shall collectively hold at least (aa) 100% (One Hundred per cent) of the subscribed and paid up equity of the SPC at all times until completion of 04 years from the date of signing of concession agreement or the commercial operation date of this Project, whichever is later; and (bb) 51% (Fifty one per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later; 5.3.3 The Concessionaire shall undertake that the lead member of consortium whose experience will be evaluated for the purpose of evaluating the Financial Capacity of the Bidder/Consortium, shall subscribe to at least (aa) 51% (Fifty one percent) of the paid up and subscribed equity of the SPC at all times until completion of 04 years from the date of signing of concession agreement or the commercial operation date of this Project, whichever is later; and thereafter 26% (twenty six per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later. 5.3.4 The Concessionaire shall undertake that the member of consortium whose experience will be evaluated for the purpose of evaluating the Technical Capacity of the Bidder/Consortium, shall subscribe to at least 26% (twenty-six per cent) or more of the paid up and subscribed equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later; 5.3.5 The Concessionaire shall undertake that each of the members whose experience will be evaluated for the purposes of this Bid Document, shall subscribe to and hold equity share capital not less than 5% (five per cent) of the Estimated Project Cost specified in the Concession Agreement;

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of Maha-Metro. 5.3.2 The Concessionaire shall undertake that, the Members of the Consortium shall collectively hold at least (aa) 100% (One Hundred per cent) of the subscribed and paid up equity of the SPC at all times until completion of 04 years from the date of signing of concession agreement or the commercial operation date of this Project, whichever is later; and (bb) 51% (Fifty one per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later; 5.3.3 The Concessionaire shall undertake that the lead member of consortium whose experience will be evaluated for the purpose of evaluating the Financial Capacity of the Bidder/Consortium, shall subscribe to at least (aa) 51% (Fifty one percent) of the paid up and subscribed equity of the SPC at all times until completion of 04 years from the date of signing of concession agreement or the commercial operation date of this Project, whichever is later; and thereafter 26% (twenty six per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later. 5.3.4 The Concessionaire shall undertake that the member of consortium whose experience will be evaluated for the purpose of evaluating the Technical Capacity of the Bidder/Consortium, shall subscribe to at least 26% (twenty-twenty six per cent) or more of the paid up and subscribed equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later; 5.3.5 The Concessionaire shall undertake that each of the members whose experience will be evaluated for the purposes of this Bid Document, shall subscribe to and hold equity share capital not less than 5% (five per cent) of the Estimated Project Cost specified in the Concession Agreement;

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of Maha-Metro. 5.3.2 The Concessionaire shall undertake that, the Members of the Consortium shall collectively hold at least (aa) 100% (One Hundred per centpercent) of the subscribed and paid up equity of the SPC at all times until completion of 04 years from the date of signing of concession agreement this Agreement or the commercial operation date of this Project, whichever is later; and (bb) 51% (Fifty one One per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession this Agreement or the completion of 3 years of commercial operations of the project, whichever is later; and thereafter, (cc) 26% (twenty six percent) of the subscribed and paid up equity of the SPC till the expiry of the Concession Period ; 5.3.3 The Concessionaire shall undertake that the lead member of consortium whose experience will be evaluated for the purpose of evaluating the Financial Capacity of the Bidder/Consortiummember, shall subscribe to at least (aaa) 51% (Fifty one percent) of the paid up and subscribed equity of the SPC at all times until completion of 04 years from the date of signing of concession agreement this Agreement or the commercial operation date of this Project, whichever is later; and (b) thereafter 26% (twenty six per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary end of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is laterlease period. 5.3.4 The Concessionaire shall undertake that the member Members of consortium Consortium whose experience will be evaluated technical and financial capability is considered for the purpose of evaluating the Technical Capacity Eligibility of the Bidder/Consortium, shall subscribe to at least 26% (twenty-twenty six per cent) or more of the paid up and subscribed equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession this Agreement or the completion of 3 years of commercial operations of the project, whichever is later; 5.3.5 The Concessionaire shall undertake that each of the members whose experience will be evaluated for the purposes of this Bid Document, shall subscribe to and hold equity share capital not less than 5% (five per cent) of the Estimated Project Cost specified in the Concession this Agreement;

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of Maha-Metrothe Authority. 5.3.2 The Concessionaire shall undertake thatNotwithstanding anything to the contrary contained in this Agreement, the Members of the Selected Bidder/ Consortium Member, together with its/their Associates, shall collectively hold at least (aa) 100% (One Hundred one hundred per cent) of the subscribed and paid paid-up equity of the SPC at all times until completion of 04 years from Concessionaire as on the date of signing of concession agreement or this Agreement until the commercial operation date of this ProjectAppointed Date. However, whichever is later; and (bb) 51% (Fifty one per cent) of subsequent to the Appointed Date, the Selected Bidder/ Consortium Member, together with its/ their Associates, be allowed to reduce its shareholding in the subscribed and paid paid-up equity of the SPC at all times Concessionaire to the extent such that the overall stake is not less than 51% and maintain it till the 7th Anniversary 5th (fifth) anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations Commercial Operation Date of the project, whichever is later;Project. 5.3.3 The Concessionaire In an event where the Selected Bidder is a Consortium then, in addition to the requirements set forth in Clauses 5.3.1 & 5.3.2 above, the Selected Bidder shall undertake ensure that no Member of the lead member of consortium Consortium whose experience will be technical and financial capacity was evaluated for the purpose of evaluating the Financial Capacity purposes of the Bidder/Consortium, qualification and short-listing in response to the RFP shall subscribe to at least (aa) 51% (Fifty one percent) of the paid up and subscribed equity of the SPC at all times until completion of 04 years from the date of signing of concession agreement or the commercial operation date of this Project, whichever is later; and thereafter 26% (twenty six per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later. 5.3.4 The Concessionaire shall undertake that the member of consortium whose experience will be evaluated for the purpose of evaluating the Technical Capacity of the Bidder/Consortium, shall subscribe to at least hold less than 26% (twenty-six per cent) or more of the paid subscribed and paid-up and subscribed equity of the SPC at all times Concessionaire till the 7th Anniversary 5th (fifth) anniversary of the date Commercial Operation Date of signing the Project. The Selected Bidder further agrees that the aforesaid obligation shall be in addition to other obligations of the Concessionaire in this Concession Agreement or and a breach hereof shall constitute a Concessionaire’s Default under this Agreement. 5.3.4 In addition to the completion of 3 years of commercial operations requirement contained in Clause 5.3.2 above, the Lead Member of the project, whichever is later; 5.3.5 The Concessionaire Consortium shall undertake that each of the members whose experience will be evaluated for the purposes of this Bid Document, shall subscribe to and hold equity share capital not less than 526% (twenty six percent) of the subscribed and paid-up equity of the Concessionaire for a period commencing from the execution of the Agreement till the 5th (fifth) anniversary of the Commercial Operation Date of the Project. 5.3.5 Subject to the foregoing and the terms of this Agreement, after the expiry of 5th (fifth) anniversary of the Commercial Operation Date, the Selected Bidder or other Members of the Consortium may further reduce their shareholding in the subscribed and paid-up equity of the Concessionaire with prior notice to the Authority. 5.3.6 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 25% (twenty five per cent) of the Estimated Project Cost specified total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Authority of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall be subject to prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Authority of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.6: (a) the expression "acquirer", "control" and "person acting in concert" shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Authority of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Authority of Directors of the Concessionaire or of any company, directly or indirectly whether situated in India or abroad, having ultimate control of not less than 25% (twenty five per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Authority of Directors of the Concessionaire. 5.3.7 In case any shareholder of the Concessionaire dilutes/ transfers its equity in the Concessionaire, subject to the provisions of this Agreement, to a third party, the member transferring the share shall ensure that the third party acquiring the equity shall agree and conform to the provisions of this Concession Agreement;Agreement and sign the Deed of Adherence as per the format to be got approved from the Authority.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of Maha-Metro. 5.3.2 The Concessionaire shall undertake that, the Members of the Consortium shall collectively hold at least (aa) 100% (One Hundred per cent) of the subscribed and paid up equity of the SPC at all times until completion of 04 years from the date of signing of concession agreement this Agreement or the commercial operation date COD of this the Project, whichever is later; and (bb) 51% (Fifty one per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession this Agreement or the completion of 3 years of commercial operations of the project, whichever is later; 5.3.3 The Concessionaire shall undertake that the lead member Lead Member of consortium the Consortium whose experience will had been be evaluated for the purpose of evaluating the Financial Capacity of the Bidder/Consortium, shall subscribe to at least (aa) 51% (Fifty one percent) of the paid up and subscribed equity of the SPC at all times until completion of 04 years from the date of signing of concession agreement this Agreement or the commercial operation date COD of this the Project, whichever is later; and thereafter 26% (twenty six per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession this Agreement or the completion of 3 years of commercial operations COD of the projectProject, whichever is later. 5.3.4 The Concessionaire shall undertake that the member of consortium whose experience will be had been evaluated for the purpose of evaluating the Technical Capacity of the Bidder/Consortium, shall subscribe to at least 26% (twenty-six per cent) or more of the paid up and subscribed equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession this Agreement or the completion of 3 years of commercial operations COD of the projectProject, whichever is later; 5.3.5 The Concessionaire shall undertake that each of the members whose experience will be evaluated for the purposes of this Bid Documentawarding the Project, shall subscribe to and hold equity share capital not less than 5% (five per cent) of the Estimated Project Cost specified in the Concession this Agreement;

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of Maha-Metro. 5.3.2 The Concessionaire shall undertake that, the Members of the Consortium shall collectively hold at least (aa) 100% (One Hundred per cent) of the subscribed and paid up equity of the SPC at all times until completion of 04 years from the date of signing of concession agreement or the commercial operation date of this Project, whichever is later; and (bb) 51% (Fifty one per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later; 5.3.3 The Concessionaire shall undertake that the lead member of consortium whose experience will be evaluated for the purpose of evaluating the Financial Capacity of the Bidder/Consortium, shall subscribe to at least (aa) 51% (Fifty one percent) of the paid up and subscribed equity of the SPC SPV at all times until completion of 04 years from the date of signing of concession agreement or the commercial operation date of this Project, whichever is later; and thereafter 26% (twenty six per cent) of the subscribed and paid up equity of the SPC SPV at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later. 5.3.4 The Concessionaire shall undertake that the member of consortium whose experience will be evaluated for the purpose of evaluating the Technical Capacity of the Bidder/Consortium, shall subscribe to at least 26% (twenty-twenty six per cent) or more of the paid up and subscribed equity of the SPC SPV at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later; 5.3.5 The Concessionaire shall undertake that each of the members whose experience will be evaluated for the purposes of this Bid Document, shall subscribe to and hold equity share capital not less than 5% (five per cent) of the Estimated Project Cost specified in the Concession Agreement;

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of Maha-Metro. 5.3.2 The Concessionaire shall undertake that, the Members of the Consortium shall collectively hold at least (aa) 100% (One Hundred per centpercent) of the subscribed and paid up equity of the SPC at all times until completion of 04 years from the date of signing of concession agreement or the commercial operation date of this Project, whichever is later; and (bb) 51% (Fifty one One per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later; and thereafter, (cc) 26% (twenty six percent) of the subscribed and paid up equity of the SPC till the expiry of the Concession Period ; 5.3.3 The Concessionaire shall undertake that the lead member of consortium whose experience will be evaluated for the purpose of evaluating the Financial Capacity of the Bidder/Consortiummember, shall subscribe to at least (aaa) 51% (Fifty one percent) of the paid up and subscribed equity of the SPC at all times until completion of 04 years from the date of signing of concession agreement or the commercial operation date of this Project, whichever is later; and (b) thereafter 26% (twenty six per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary end of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is laterlease period. 5.3.4 The Concessionaire shall undertake that the member Members of consortium Consortium whose experience will be evaluated technical and financial capability is considered for the purpose of evaluating the Technical Capacity Eligibility of the Bidder/Consortium, shall subscribe to at least 26% (twenty-twenty six per cent) or more of the paid up and subscribed equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later; 5.3.5 The Concessionaire shall undertake that each of the members whose experience will be evaluated for the purposes of this Bid Document, shall subscribe to and hold equity share capital not less than 5% (five per cent) of the Estimated Project Cost specified in the Concession Agreement;

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of Maha-Metro. 5.3.2 The Concessionaire shall undertake that, the Members of the Consortium shall collectively hold at least (aa) 100% (One Hundred per cent) of the subscribed and paid up equity of the SPC at all times until completion of 04 years from the date of signing of concession agreement or the commercial operation date of this Project, whichever is later; and (bb) 51% (Fifty one per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later; 5.3.3 The Concessionaire shall undertake that the lead member of consortium whose experience will be evaluated for the purpose of evaluating the Financial Capacity of the Bidder/Consortium, shall subscribe to at least (aa) 51% (Fifty one percent) of the paid up and subscribed equity of the SPC at all times until completion of 04 years from the date of signing of concession agreement or the commercial operation date of this Project, whichever is later; and thereafter 26% (twenty six per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later. 5.3.4 The Concessionaire shall undertake that the member of consortium whose experience will be evaluated for the purpose of evaluating the Technical Technical/Financial Capacity of the Bidder/Consortium, shall subscribe to at least 26% (twenty-six per cent) or more of the paid up and subscribed equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later; 5.3.5 The Concessionaire shall undertake that each of the members whose experience will be evaluated for the purposes of this Bid Document, shall subscribe to and hold equity share capital not less than 5% (five per cent) of the Estimated Project Cost specified in the Concession Agreement;.

Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of Maha-Metro. 5.3.2 The Concessionaire shall undertake that, the Members of the Consortium shall collectively hold at least (aa) 100% (One Hundred per centpercent) of the subscribed and paid up equity of the SPC at all times until completion of 04 05 years from the date of signing of concession agreement or the commercial operation date of this Project, whichever is later; and (bb) 51% (Fifty one per centOne percent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary completion of 07 years from the date of signing of Concession Agreement or OR till the completion of 3 03 years of commercial operations Commercial Operations of the projectProject, whichever is later; and thereafter, (cc) 26% (twenty six percent) of the subscribed and paid up equity of the SPC till the expiry of the Concession Period; 5.3.3 The Concessionaire shall undertake that the lead member of consortium whose experience will be evaluated for the purpose of evaluating the Financial Capacity Lead Member of the Bidder/Consortium, Consortium shall subscribe to at least (aaa) 51% (Fifty one percent) of the paid up and subscribed equity of the SPC at all times until completion of 04 05 years from the date of signing of concession agreement or the commercial operation date of this Project, whichever is later; and (b) thereafter 26% (twenty six per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary end of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later.lease period; 5.3.4 The Concessionaire shall undertake that the member of consortium whose experience will be has been evaluated for the purpose of evaluating the Technical and Financial Capacity of the Bidder/Consortium, shall subscribe to at least 26% (twenty-twenty six per cent) or more of the paid up and subscribed equity of the SPC at all times till the 7th Anniversary completion of 07 years from the date of signing of Concession Agreement or OR till the completion of 3 03 years of commercial operations Commercial Operations of the projectProject, whichever is later; 5.3.5 The Concessionaire shall undertake that each of the members whose experience will be evaluated for the purposes of this Bid Document, shall subscribe to and hold equity share capital not less than 5% (five per cent) of the Estimated Project Cost specified in the Concession Agreement;