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

Obligations relating to Change in Ownership. 5.11.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Lead ULB. 5.11.2 For the Concessionaire formed for the purpose of implementing this Concession, the following is mandated (a) The Lead Member, whose experience has been evaluated for the purposes of the RFP, shall subscribe to 51% (fifty one percent) of Equity or more of the Concessionaire; (b) Other Members of the Consortium (i.e. members other than the Lead Member), whose experience has been evaluated for the purposes of the RFP, shall each subscribe to 10% (ten percent) of Equity or more of the Concessionaire. However, in case of any Member not being a Developer (of WtE Plants) for the Proposed Technology nor a Technology Provider for the Proposed Technology, a binding contract/ MoU has to be signed between the Selected Bidder and a Technology Provider, without the Technology Provider having an equity stake in the project. Also, the Selected Bidder cannot change the Technology Provider during the life of the project. (c) The Lead Member, whose experience had been evaluated for the purposes of the RFP, for a period of 5 (five) years from the COD of the Project, shall hold Equity not less than the higher of (i) 51% (fifty one percent) of the Equity of the Concessionaire; or (ii) 5% (five percent) of the Project cost; (d) Other Members of the Consortium (i.e. members other than the Lead Member), whose experience had been evaluated for the purposes of the RFP, for a period of 5 (five) years from the COD of the Project, shall hold Equity not less than 10% (ten percent) of the Equity of the Concessionaire; (e) Consortium members collectively shall hold 100% (one hundred percent) of the issued and paid up Equity of the Concessionaire at all times until the fifth anniversary of the COD of the Project; and 5.11.3 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that: (a) 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 15% (fifteen per cent) of the total Equity of the Concessionaire; or (b) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Lead ULB from national security and public interest perspective, the decision of the Lead ULB 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 Board of Directors of the Concessionaire without such prior approval of the Lead ULB. For the avoidance of doubt, it is expressly agreed that approval of the Lead ULB hereunder shall be limited to national security and public interest perspective, and the Lead ULB shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Lead ULB 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 5.11.3: (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 Board 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 situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.11.1 5.10.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Lead ULBAuthority. 5.11.2 5.10.2 For the Concessionaire formed for the purpose of implementing this Concession, the following is mandated (a) The Lead Member, whose experience has been evaluated for the purposes of the RFP, shall subscribe to 5126% (fifty one twenty six percent) or more of Equity or more of the Concessionaire; (b) Other Members of the Consortium (i.e. members other than the Lead Member), whose experience has been evaluated for the purposes of the RFP, shall each subscribe to 1026% (ten twenty six percent) of Equity or more of Equity of the Concessionaire. However, in case of any Member not being a Developer (of WtE Plants) for the Proposed Technology nor a Technology Provider for the Proposed Technology, a binding contract/ MoU has to be signed between the Selected Bidder and a Technology Provider, without the Technology Provider having an equity stake in the project. Also, the Selected Bidder cannot change the Technology Provider during the life of the project.; (c) The Lead Member, whose experience had been evaluated for the purposes of the RFP, for a period of 5 (five) years from until the COD expiry of the ProjectConcession, shall hold Equity not less than the higher of (i) 5126% (fifty one twenty six percent) of the Equity of the Concessionaire; or (ii) 5% (five percent) of the Project cost; (d) Other Members of the Consortium (i.e. members other than the Lead Member), whose experience had been evaluated for the purposes of the RFP, shall for a period of 5 10 (fiveten) years from the COD of the Project, shall hold Equity not less than 1026% (ten twenty six percent) of the Equity of the Concessionaire; (e) Consortium members collectively shall hold 100at least 51% (fifty one hundred percent) of the issued and paid up Equity of the Concessionaire at all times until the fifth twentieth anniversary of the COD of the Project; and 5.11.3 5.10.3 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that: (a) 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 15% (fifteen per cent) of the total Equity of the Concessionaire; or (b) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Lead ULB Authority from national security and public interest perspective, the decision of the Lead ULB 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 Board of Directors of the Concessionaire without such prior approval of the Lead ULBAuthority. For the avoidance of doubt, it is expressly agreed that approval of the Lead ULB Authority hereunder shall be limited to national security and public interest perspective, and the Lead ULB Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Lead ULB 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 5.11.35.10.3: (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 Board 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 situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. ‌ 5.11.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Lead ULB. 5.11.2 For the Concessionaire formed for the purpose of implementing this Concession, the following is mandated (a) The Lead Member, whose experience has been evaluated for the purposes of the RFP, Member shall subscribe to 51% (fifty one percent) of Equity or more of the Concessionaire; (b) Other Members of the Consortium (i.e. members other than the Lead Member), whose experience has been evaluated for the purposes of the RFP, ) shall each subscribe to 10% (ten percent) of Equity or more of the Concessionaire. However, in case of any Member not being a Developer (of WtE Plants) for the Proposed Technology nor a Technology Provider for the Proposed Technology, a binding contract/ MoU has to be signed between the Selected Bidder and a Technology Provider, without the Technology Provider having an equity stake in the project. Also, the Selected Bidder cannot change the Technology Provider during the life of the project. (c) The Lead Member, whose experience had been evaluated for the purposes of the RFP, Member for a period of 5 (five) years from the COD of the Project, shall hold Equity not less than the higher of (i) 51% (fifty one percent) of the Equity of the Concessionaire; or (ii) 5% (five percent) of the Project cost; (d) Other Members of the Consortium (i.e. members other than the Lead Member), whose experience had been evaluated for the purposes of the RFP, ) for a period of 5 (five) years from the COD of the Project, shall hold Equity not less than 10% (ten percent) of the Equity of the Concessionaire; (e) Consortium members collectively shall hold 100% (one hundred percent) of the issued and paid up Equity of the Concessionaire at all times until the fifth anniversary of the COD of the Project; and 5.11.3 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that:that:‌ (a) 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 15% (fifteen per cent) of the total Equity of the Concessionaire; or (b) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Lead ULB from national security and public interest perspective, the decision of the Lead ULB 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 Board of Directors of the Concessionaire without such prior approval of the Lead ULB. For the avoidance of doubt, it is expressly agreed that approval of the Lead ULB hereunder shall be limited to national security and public interest perspective, and the Lead ULB shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Lead ULB 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 5.11.3: (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 Board 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 situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.11.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Lead ULB. 5.11.2 For the Concessionaire formed for the purpose of implementing this Concession, the following is mandated (a) The Lead Member, whose experience has been evaluated for the purposes of the RFP, Member shall subscribe to 51% (fifty one percent) of Equity or more of the Concessionaire; (b) Other Members of the Consortium (i.e. members other than the Lead Member), whose experience has been evaluated for the purposes of the RFP, ) shall each subscribe to 10% (ten percent) of Equity or more of the Concessionaire. However, in case of any Member not being a Developer (of WtE Plants) for the Proposed Technology nor a Technology Provider for the Proposed Technology, a binding contract/ MoU has to be signed between the Selected Bidder and a Technology Provider, without the Technology Provider having an equity stake in the project. Also, the Selected Bidder cannot change the Technology Provider during the life of the project. (c) The Lead Member, whose experience had been evaluated for the purposes of the RFP, Member for a period of 5 (five) years from the COD of the Project, shall hold Equity not less than the higher of (i) 51% (fifty one percent) of the Equity of the Concessionaire; or (ii) 5% (five percent) of the Project cost; (d) Other Members of the Consortium (i.e. members other than the Lead Member), whose experience had been evaluated for the purposes of the RFP, ) for a period of 5 (five) years from the COD of the Project, shall hold Equity not less than 10% (ten percent) of the Equity of the Concessionaire; (e) Consortium members collectively shall hold 100% (one hundred percent) of the issued and paid up Equity of the Concessionaire at all times until the fifth anniversary of the COD of the Project; and 5.11.3 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that: (a) 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 15% (fifteen per cent) of the total Equity of the Concessionaire; or (b) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Lead ULB from national security and public interest perspective, the decision of the Lead ULB 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 Board of Directors of the Concessionaire without such prior approval of the Lead ULB. For the avoidance of doubt, it is expressly agreed that approval of the Lead ULB hereunder shall be limited to national security and public interest perspective, and the Lead ULB shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Lead ULB 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 5.11.3: (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 Board 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 situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.11.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Lead ULB. 5.11.2 For the Concessionaire formed for the purpose of implementing this Concession, the following is mandatedmandated in case of Consortium: (a) The Lead Member, whose experience has been evaluated for the purposes of the RFP, Member shall subscribe to at least 51% (fifty one percent) of Equity or more of the Concessionaire; (b) Other Members of the Consortium (i.e. members other than the Lead Member), whose experience has been evaluated for the purposes of the RFP, ) shall each subscribe to at least 10% (ten percent) of Equity or more of the Concessionaire. However, in case of any Member not being a Developer (of WtE Plants) for the Proposed Technology nor a Technology Provider for the Proposed Technology, a binding contract/ MoU has to be signed between the Selected Bidder and a Technology Provider, without the Technology Provider having an equity stake in the project. Also, the Selected Bidder cannot change the Technology Provider during the life of the project.; (c) The Lead Member, whose experience had been evaluated for the purposes of the RFP, Member for a period of 5 (five) years from the COD of the Project, shall hold Equity not less than the higher of (i) 51% (fifty one percent) of the Equity of the Concessionaire; or (ii) 5% (five percent) of the Project cost; (d) Other Members of the Consortium (i.e. members other than the Lead Member), whose experience had been evaluated for the purposes of the RFP, ) for a period of 5 (five) years from the COD of the Project, shall hold Equity not less than 10% (ten percent) of the Equity of the Concessionaire; (e) Consortium members collectively shall hold 100% (one hundred percent) of the issued and paid up Equity of the Concessionaire at all times until the fifth anniversary of the COD of the Project; and; (f) the Lead Member shall continue to hold at least 26% of the subscribed and paid up equity share capital of the Concessionaire at all time during the Concession Period; (g) In case of sole Bidder, the Bidder shall continue to hold 100% of the subscribed and paid up equity share capital of the Concessionaire at all time for a period of 5 (five) years from the COD of the Project and after that shall hold a minimum of 26% of the subscribed and paid up equity share capital of the Concessionaire for the remaining Concession Period 5.11.3 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that: (a) 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 15% (fifteen per cent) of the total Equity of the Concessionaire; or (b) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Lead ULB from national security and public interest perspective, the decision of the Lead ULB 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 Board of Directors of the Concessionaire without such prior approval of the Lead ULB. For the avoidance of doubt, it is expressly agreed that approval of the Lead ULB hereunder shall be limited to national security and public interest perspective, and the Lead ULB shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Lead ULB 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 5.11.3: (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 Board 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 situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

Obligations relating to Change in Ownership. 5.11.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Lead ULB. 5.11.2 For the Concessionaire formed for the purpose of implementing this Concession, the following is mandatedmandated in case of Consortium: (a) The Lead Member, whose experience has been evaluated for the purposes of the RFP, Member shall subscribe to at least 51% (fifty one percent) of Equity or more of the Concessionaire; (b) Other Members of the Consortium (i.e. members other than the Lead Member), whose experience has been evaluated for the purposes of the RFP, ) shall each subscribe to at least 10% (ten percent) of Equity or more of the Concessionaire. However, in case of any Member not being a Developer (of WtE Plants) for the Proposed Technology nor a Technology Provider for the Proposed Technology, a binding contract/ MoU has to be signed between the Selected Bidder and a Technology Provider, without the Technology Provider having an equity stake in the project. Also, the Selected Bidder cannot change the Technology Provider during the life of the project.; (c) The Lead Member, whose experience had been evaluated for the purposes of the RFP, Member for a period of 5 (five) years from the COD of the Project, shall hold Equity not less than the higher of (i) 51% (fifty one percent) of the Equity of the Concessionaire; or (ii) 5% (five percent) of the Project cost; (d) Other Members of the Consortium (i.e. members other than the Lead Member), whose experience had been evaluated for the purposes of the RFP, ) for a period of 5 (five) years from the COD of the Project, shall hold Equity not less than 10% (ten percent) of the Equity of the Concessionaire; (e) Consortium members collectively shall hold 100% (one hundred percent) of the issued and paid up Equity of the Concessionaire at all times until the fifth anniversary of the COD of the Project; and; (f) the Lead Member shall continue to hold at least 26% of the subscribed and paid up equity share capital of the Concessionaire at all time during the Concession Period; (g) In case of sole Bidder, the Bidder shall continue to hold 100% of the subscribed and paid up equity share capital of the Concessionaire at all time foraperiodof5(five) years from the CODofthe Project and after that shall hold a minimum of 26% of the subscribed and paid up equity share capital of the Concessionaire for the remaining Concession Period 5.11.3 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that: (a) 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 15% (fifteen per cent) of the total Equity of the Concessionaire; or (b) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Lead ULB from national security and public interest perspective, the decision of the Lead ULB 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 Board of Directors of the Concessionaire without such prior approval of the Lead ULB. For the avoidance of doubt, it is expressly agreed that approval of the Lead ULB hereunder shall be limited to national security and public interest perspective, and the Lead ULB shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Lead ULB 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 5.11.3: (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 Board 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 situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.