Common use of Obligations relating to Shareholding of MOR Clause in Contracts

Obligations relating to Shareholding of MOR. 5.4.1 The Concessionaire shall issue and allot one non-transferable equity share of the Concessionaire (the “Golden Share”) in favour of MOR and shall provide for the following: a) appointment of a nominee of MOR on the Board of Directors of the Concessionaire; b) an irrevocable undertaking that the rights vested in MOR shall not be abridged, abrogated or in any manner affected by any act done or purported to be done by the Concessionaire or any of its Associates or Affiliates; c) an irrevocable undertaking that any divestment of equity in the Concessionaire shall not in any manner affect the rights of MOR herein and that the successors, assigns and substitutes of the Concessionaire shall be bound by such undertaking; and d) all other matters mutually agreed upon between the Parties. 5.4.2 The Parties expressly agree that so long as MOR holds the Golden Shares, an affirmative vote of MOR or the Director appointed by MOR shall be necessary and required for the passing of, by the General Meeting of the Concessionaire or the meeting of Board of Directors thereof, as the case may be, any resolution providing for all or any of the following or any matter incidental or consequential thereto: (a) to alter or add to the provisions of the memorandum of association; (b) to alter or add to the articles of association; (c) to change the name of the Concessionaire; (d) to purchase the Concessionaire‟s own shares or specified securities; (e) to issue sweat equity shares; (f) to issue further shares without pre-emptive rights to non-members or to convert loans or debentures into shares; (g) to reduce the share capital; (h) to remove the registered office of the Concessionaire outside the limits of the State; (i) to commence any new line of business; (j) to keep registers and returns at any other place than within city, town or village in which the registered office is situated; (k) to consent to a director or his relative or partner or firm or private company holding an office or place of profit, except that of managing director, manager, banker, or trustee for debenture-holders of the Concessionaire; (l) to make inter-corporate-loans and investments or guarantee/security to be given, etc., if the aggregate amount thereof, exceeds the limit of 10% (ten per cent) of the Concessionaire‟s paid-up share capital; (m) to apply to a Court to wind-up the Concessionaire; (n) to wind-up the Concessionaire voluntarily; (o) for various other matters pertaining to the winding up of the Concessionaire; and (p) 5.4.3 The Parties agree that till the time MOR holds the Golden Share, it shall be entitled to nominate a person of its choice for appointment as a non-retiring Director on the Board of the Concessionaire, and upon such nomination, the Concessionaire shall appoint such person as Director in accordance with the Applicable Laws.

Obligations relating to Shareholding of MOR. 5.4.1 5.12.1 The Concessionaire shall issue and allot one non-transferable equity share of the Concessionaire (the “Golden Share”) in favour of MOR and shall provide for the following: a) appointment of a nominee of MOR on the Board of Directors of the Concessionaire; b) an irrevocable undertaking that the rights vested in MOR shall not be abridged, abrogated or in any manner affected by any act done or purported to be done by the Concessionaire or any of its Associates or Affiliates; c) an irrevocable undertaking that any divestment of equity in the Concessionaire shall not in any manner affect the rights of MOR herein and that the successors, assigns and substitutes of the Concessionaire shall be bound by such undertaking; and d) all other matters mutually agreed upon between the Parties. 5.4.2 5.12.2 The Parties expressly agree that so long as MOR holds the Golden Shares, an affirmative vote of MOR or the Director appointed by MOR shall be necessary and required for the passing of, by the General Meeting of the Concessionaire or the meeting of Board of Directors thereof, as the case may be, any resolution providing for all or any of the following or any matter incidental or consequential thereto: (a) to alter or add to the provisions of the memorandum of association; (b) to alter association or add to the articles of association; (cb) to change the name of the Concessionaire; (d) to purchase the Concessionaire‟s own shares or specified securities; (e) to issue sweat equity shares; (f) to issue further shares without pre-emptive rights to non-members or to convert loans or debentures into shares; (g) to reduce the share capital; (h) to remove the registered office of the Concessionaire outside the limits of the State; (ic) to commence any new line of business; (j) to keep registers and returns at any other place than within city, town or village in which the registered office is situated; (kd) to consent to a director or his relative or partner or firm or private company holding an office or place of profit, except that of managing director, manager, banker, or trustee for debenture-holders of the Concessionaire; (l) to make inter-corporate-loans and investments or guarantee/security to be given, etc., if the aggregate amount thereof, exceeds the limit of 10% (ten per cent) of the Concessionaire‟s paid-up share capital; (me) to apply to a Court to wind-up the Concessionaire; (nf) to wind-up the Concessionaire voluntarily; (og) for various other matters pertaining to the winding up of the Concessionaire; and and (p)h) any other matter which is required by the Companies Act, 2013 to be passed by a special resolution of the shareholders of the Concessionaire. 5.4.3 5.12.3 The Parties agree that till the time MOR holds the Golden Share, it shall be entitled to nominate a person of its choice for appointment as a non-retiring Director on the Board of the Concessionaire, and upon such nomination, the Concessionaire shall appoint such person as Director in accordance with the Applicable Laws.

Obligations relating to Shareholding of MOR. 5.4.1 4.8.1 The Concessionaire Developer shall issue and allot one non-transferable equity share of the Concessionaire Developer (the “Golden Share”) in favour of MOR and shall provide for the following: a) appointment of a nominee of MOR on the Board of Directors of the ConcessionaireDeveloper; b) an irrevocable undertaking that the rights vested in MOR shall not be abridged, abrogated or in any manner affected by any act done or purported to be done by the Concessionaire Developer or any of its Associates or Affiliates; c) an irrevocable undertaking that any divestment of equity in the Concessionaire Developer shall not in any manner affect the rights of MOR herein and that the successors, assigns and substitutes of the Concessionaire Developer shall be bound by such undertaking; and d) all other matters mutually agreed upon between the Parties. 5.4.2 4.8.2 The Parties expressly agree that so long as MOR holds the Golden Shares, an affirmative vote of MOR or the Director appointed by MOR shall be necessary and required for the passing of, by the General Meeting of the Concessionaire Developer or the meeting of Board of Directors thereof, as the case may be, any resolution providing for all or any of the following or any matter incidental or consequential thereto: (a) to alter or add to the provisions of the memorandum of association or articles of association; (b) to alter or add to the articles of association; (c) to change the name of the ConcessionaireDeveloper; (d) to purchase the Concessionaire‟s own shares or specified securities; (e) to issue sweat equity shares; (f) to issue further shares without pre-emptive rights to non-members or to convert loans or debentures into shares; (g) to reduce the share capital; (hc) to remove the registered office of the Concessionaire Developer outside the limits of the State; (id) to commence any new line of business; (j) to keep registers and returns at any other place than within city, town or village in which the registered office is situated; (ke) to consent to a director or his relative or partner or firm or private company holding an office or place of profit, except that of managing director, manager, banker, or trustee for debenture-holders of the ConcessionaireDeveloper; (l) to make inter-corporate-loans and investments or guarantee/security to be given, etc., if the aggregate amount thereof, exceeds the limit of 10% (ten per cent) of the Concessionaire‟s paid-up share capital; (mf) to apply to a Court to wind-up the ConcessionaireDeveloper; (ng) to wind-up the Concessionaire Developer voluntarily; (oh) for various other matters pertaining to the winding up of the ConcessionaireDeveloper; and and (p)i) any other matter which is required by the Companies Act, [1956/2013] to be passed by a special resolution of the shareholders of the Developer. 5.4.3 4.8.3 The Parties agree that till the time MOR holds the Golden Share, it shall be entitled to nominate a person of its choice for appointment as a non-retiring Director on the Board of the ConcessionaireDeveloper, and upon such nomination, the Concessionaire Developer shall appoint such person as Director in accordance with the Applicable Laws.

Obligations relating to Shareholding of MOR. 5.4.1 The Concessionaire shall issue and allot one non-transferable equity share of the Concessionaire (the “Golden Share”) in favour of MOR and shall provide for the following: a) appointment of a nominee of MOR on the Board of Directors of the Concessionaire; b) an irrevocable undertaking that the rights vested in MOR shall not be abridged, abrogated or in any manner affected by any act done or purported to be done by the Concessionaire or any of its Associates or Affiliates; c) an irrevocable undertaking that any divestment of equity in the Concessionaire shall not in any manner affect the rights of MOR herein and that the successors, assigns and substitutes of the Concessionaire shall be bound by such undertaking; and d) all other matters mutually agreed upon between the Parties. 5.4.2 The Parties expressly agree that so long as MOR holds the Golden Shares, an affirmative vote of MOR or the Director appointed by MOR shall be necessary and required for the passing of, by the General Meeting of the Concessionaire or the meeting of Board of Directors thereof, as the case may be, any resolution providing for all or any of the following or any matter incidental or consequential thereto: (a) to alter or add to the provisions of the memorandum of association; (b) to alter or add to the articles of association; (c) to change the name of the Concessionaire; (d) to purchase the Concessionaire‟s Concessionaire’s own shares or specified securities; (e) to issue sweat equity shares; (f) to issue further shares without pre-emptive rights to non-members or to convert loans or debentures into shares; (g) to reduce the share capital; (h) to remove the registered office of the Concessionaire outside the limits of the State; (i) to commence any new line of business; (j) to keep registers and returns at any other place than within city, town or village in which the registered office is situated; (k) to consent to a director or his relative or partner or firm or private company holding an office or place of profit, except that of managing director, manager, banker, or trustee for debenture-holders of the Concessionaire; (l) to make inter-corporate-loans and investments or guarantee/security to be given, etc., if the aggregate amount thereof, exceeds the limit of 10% (ten per cent) of the Concessionaire‟s Concessionaire’s paid-up share capital; (m) to apply to a Court to wind-up the Concessionaire; (n) to wind-up the Concessionaire voluntarily; (o) for various other matters pertaining to the winding up of the Concessionaire; and and (p)) any other matter which is required by the Companies Act, 2013 to be passed by a special resolution of the shareholders of the Concessionaire. 5.4.3 The Parties agree that till the time MOR holds the Golden Share, it shall be entitled to nominate a person of its choice for appointment as a non-retiring Director on the Board of the Concessionaire, and upon such nomination, the Concessionaire shall appoint such person as Director in accordance with the Applicable Laws.

Obligations relating to Shareholding of MOR. 5.4.1 The Concessionaire shall issue and allot one non-transferable equity share of the Concessionaire (the “Golden Share”) in favour of MOR and XXXxxx shall provide for the following: a) appointment of a nominee of MOR on MORon the Board of Directors of the Concessionaire; b) an irrevocable undertaking that the rights vested in MOR shall not be abridged, abrogated or in any manner affected by any act done or purported to be done by the Concessionaire or any of its Associates or Affiliates; c) an irrevocable undertaking that any divestment of equity in the Concessionaire shall not in any manner affect the rights of MOR herein and that the successors, assigns and substitutes of the Concessionaire shall be bound by such undertaking; and d) all other allother matters mutually agreed upon between the Parties. 5.4.2 The Parties expressly agree that so long as MOR holds MORholds the Golden Shares, an affirmative vote of MOR or the Director appointed by MOR shall be necessary and required for the passing of, by the General Meeting of the Concessionaire or the meeting of Board of Directors thereof, as the case may be, any resolution providing for all or any of the following or any matter incidental or consequential thereto: (a) to alter or add to the provisions of the memorandum of association; (b) to alter or add to the articles of association; (c) to change the name of the Concessionaire; (d) to purchase the Concessionaire‟s own shares or specified securities; (e) to issue sweat equity shares; (f) to issue further shares without pre-emptive rights to non-members or to convert loans or debentures into shares; (g) to reduce the share capital; (h) to remove the registered office of the Concessionaire outside the limits of the State; (i) to commence any new line of business; (j) to keep registers and returns at any other place than within city, town or village in which the registered office is situated; (k) to consent to a director or his relative or partner or firm or private company holding an office or place of profit, except that of managing director, manager, banker, or trustee for debenture-holders of the Concessionaire; (l) to make inter-corporate-loans and investments or guarantee/security to be given, etc., if the aggregate amount thereof, exceeds the limit of 10% (ten per cent) of the Concessionaire‟s paid-up share capital; (m) to apply to a Court to wind-up the Concessionaire; (n) to wind-up the Concessionaire voluntarily; (o) for various other matters pertaining to the winding up of the Concessionaire; and and (p)) any other matter which is required by the Companies Act, [1956/2013] to be passed by a special resolution of the shareholders of the Concessionaire. 5.4.3 The Parties agree that till the time MOR holds MORholds the Golden Share, it shall be entitled to nominate a person of its choice for appointment as a non-retiring Director on the Board of the Concessionaire, and upon such nomination, the Concessionaire shall appoint such person as Director in accordance with the Applicable Laws.

Obligations relating to Shareholding of MOR. 5.4.1 5.12.1 The Concessionaire shall issue and allot one non-transferable equity share of the Concessionaire (the “Golden Share”) in favour of MOR and shall provide for the following: a) appointment of a nominee of MOR on the Board of Directors of the Concessionaire; b) an irrevocable undertaking that the rights vested in MOR shall not be abridged, abrogated or in any manner affected by any act done or purported to be done by the Concessionaire or any of its Associates or Affiliates; c) an irrevocable undertaking that any divestment of equity in the Concessionaire shall not in any manner affect the rights of MOR herein and that the successors, assigns and substitutes of the Concessionaire shall be bound by such undertaking; and d) all other matters mutually agreed upon between the Parties. 5.4.2 5.12.2 The Parties expressly agree that so long as MOR holds the Golden Shares, an affirmative vote of MOR or the Director appointed by MOR shall be necessary and required for the passing of, by the General Meeting of the Concessionaire or the meeting of Board of Directors thereof, as the case may be, any resolution providing for all or any of the following or any matter incidental or consequential thereto: (a) to alter or add to the provisions of the memorandum of association; (b) to alter association or add to the articles of association; (cb) to change the name of the Concessionaire; (d) to purchase the Concessionaire‟s own shares or specified securities; (e) to issue sweat equity shares; (f) to issue further shares without pre-emptive rights to non-members or to convert loans or debentures into shares; (g) to reduce the share capital; (hc) to remove the registered office of the Concessionaire outside the limits of the State; (id) to commence any new line of business; (j) to keep registers and returns at any other place than within city, town or village in which the registered office is situated; (ke) to consent to a director or his relative or partner or firm or private company holding an office or place of profit, except that of managing director, manager, banker, or trustee for debenture-holders of the Concessionaire; (l) to make inter-corporate-loans and investments or guarantee/security to be given, etc., if the aggregate amount thereof, exceeds the limit of 10% (ten per cent) of the Concessionaire‟s paid-up share capital; (mf) to apply to a Court to wind-up the Concessionaire; (ng) to wind-up the Concessionaire voluntarily; (oh) for various other matters pertaining to the winding up of the Concessionaire; and and (p)i) any other matter which is required by the Companies Act, [1956/2013] to be passed by a special resolution of the shareholders of the Concessionaire. 5.4.3 5.12.3 The Parties agree that till the time MOR holds the Golden Share, it shall be entitled to nominate a person of its choice for appointment as a non-retiring Director on the Board of the Concessionaire, and upon such nomination, the Concessionaire shall appoint such person as Director in accordance with the Applicable Laws.