Common use of Procedure for Change in Control or Transfer Clause in Contracts

Procedure for Change in Control or Transfer. 15.2.1 The Purchaser shall, prior to occurrence of any Transfer Event, make an application in writing to the Seller requesting its approval in connection with the Transfer Event. The application shall be accompanied with details and documentary support (where available) in respect of the Transfer Event including: (a) details of the changes in Control of the Purchaser i.e. the Person to whom the securities of the Purchaser are being transferred or details of the scheme of merger, demerger, amalgamation, arrangement or other corporate restructuring exercise being undertaken by the Purchaser along with details of the resultant entity and its shareholders; (b) name, address and other details of the proposed transferee; (c) a certificate confirming continued compliance with the Eligibility Conditions by the Purchaser (or new entity formed as a result of change in Control of the Purchaser) or relevant transferee, as the case may be, post occurrence of the Transfer Event together with documentary evidence in support thereof; and (d) such other details as may be requested by the Seller. 15.2.2 The Seller shall, within a period of 90 (ninety) days from the date of receiving an application under Clause 15.2.1, convey its decision to approve or reject such Transfer Event for reasons to be recorded in writing. In the event that the Seller does not convey its decision for such a Transfer Event within the above mentioned period of 90 (ninety) days, for reasons other than non-submission of requisite documents by the Purchaser pursuant to Clause 15.2.1, it shall be construed that the Seller has no objection to such Transfer Event. 15.2.3 Any Transfer Event under this Agreement shall, in addition to the conditions specified in Clause 15.1 and Clause 15.2.1, be subject to the conditions that: (a) the Purchaser (or new entity formed as a result of change in Control of the Purchaser) or transferee, as the case may be, shall be required to submit a fresh bank guarantee from an Acceptable Bank in the format specified in Annexure I or a fresh non-interest bearing security deposit for the value of Performance Security computed in accordance with Clause 4, and upon receipt of such Performance Security, the earlier Performance Security provided by the Purchaser shall be returned or refunded to the Purchaser; and (b) the Purchaser shall have paid to the Seller, all outstanding amounts due from the Purchaser to the Seller under this Agreement; and (c) the new entity formed as a result of change in Control of the Purchaser or the transferee, as the case may be, has accepted all the conditions and liabilities under Applicable Laws which the Purchaser is subject to in respect of this Agreement and the rights granted hereunder. Upon completion of the Transfer Event, the Purchaser (or new entity formed as a result of change in Control of the Purchaser) or transferee, as the case may be, shall be liable to the Seller with respect to any and all liabilities under this Agreement; (d) in case of transfer of the Specified End Use Plant along with the rights in relation to the Annual Contracted Quantity, the Purchaser and the transferee shall be required to execute a transfer deed in the format set out in Annexure IX and submit the same to the Seller within a period of 30 (thirty) days from the date of (i) receipt of a letter of approval from the Seller; or (ii) expiry of period after which it is construed that the Seller has no objection to such transfer. The transfer shall be deemed completed only when the duly transfer deed is submitted to the Seller in accordance with the terms hereof; (e) in the event of any change in name of the Purchaser or change in Control of the Purchaser on account of inter alia amalgamation, merger, de-merger, takeover, court order, change in ownership/shareholding pattern etc., of the Purchaser, the approval under Clause 15.2.2 shall be subject to compliance of the following conditions: (i) the Specified End Use Plant shall remain unaltered and its location should not have changed; (ii) the terms and conditions of this Agreement shall remain un-altered; (iii) the company secretary of the Purchaser shall issue a certificate to the Seller certifying that all procedural and legal requirements under the Companies Act, 2013 have been complied with; (iv) post change in Control, the Purchaser (or new entity formed as a result of change in Control of the Purchaser) shall continue to comply with all the Eligibility Conditions and other conditions to be met with for the purposes of being entitled to receive the Annual Contracted Quantity hereunder; (v) the Purchaser must, post change in Control, expressly agrees to comply with all the terms and conditions hereunder; (vi) the Purchaser shall pay its past dues, if any, related to supplies of the Contracted Grade of Coal; (vii) the Purchaser shall execute such documents and/ or agreements as may be required by the Seller in this regard.