Common use of Public Offer Clause in Contracts

Public Offer. (a) If in the event of an Indian IPO the Shares of a SAIF Shareholder may be subject to any "close periods", "lock-ups" or other restrictions on transfer under the rules of the relevant stock exchange on which the Equity Shares are to be listed or any other Requirement of Law ("LOCK UP") then if VentureTech or SCS or the Company may, in accordance with all Requirements of Law, take any actions that would result in the SAIF Shareholders no longer being subject to such a Lock-Up or which would allow the SAIF Shareholders to obtain the economic benefit of being able to sell their Equity Shares in the absence of such a Lock-Up then VentureTech and SCS and the Company, as the case may be, shall take such actions or cause such actions to be taken. (b) VentureTech shall undertake to be named as the promoter for the purposes of the Indian IPO and offer its shares for restriction on transfer, as applicable to promoters under the SEBI Guidelines and, if additional Equity Shares are required to satisfy any other Lock-Up requirements all Shareholders holding Restricted Shares shall offer their shares pro rata for such Lock-Up requirements. The Company and the other Shareholders shall use all reasonable efforts, at or prior to the time of an Indian IPO and pass all necessary and reasonable resolutions and do all acts or things that are reasonably necessary to ensure that the promoters shall avail of any benefits conferred on them by law by reason of being named as a promoter in the Indian IPO. (c) Subject to applicable Requirements of Law, the Company shall use its reasonable best efforts to ensure that the SAIF Shareholders are not classified as a promoter of the Company for any purpose whatsoever PROVIDED THAT it is a acknowledged that the Company may not be able to prevent the SAIF Shareholders becoming promoters pursuant to the operation of law. Nothing in this Agreement shall require a SAIF Shareholder to do or omit to do anything that may result in them becoming a promoter of the Company under the SEBI Guidelines. The Company undertakes that it shall not name any SAIF Shareholder as a promoter in any prospectus or other document relating to the issuance of Equity Shares. (d) The Company and the other Shareholders agree that the SAIF Shareholders, shall not, upon Listing or sale of the Equity Shares held by it, be required to give any warranties or indemnities to any underwriter, broker, Indian Stock Exchange, any Governmental Authority or any other person except in relation to title of its Shares and such other warranties and indemnities as a Requirement of Law imposed on that SAIF Shareholder requires to be given by that SAIF Shareholder.

Public Offer. (a) If in the event of an Indian IPO the Shares of a SAIF Shareholder may be subject to any "close periods", "lock-ups" or other restrictions on transfer under the rules of the relevant stock exchange on which the Equity Shares are to be listed or any other Requirement of Law ("LOCK UPLock Up") then if VentureTech or SCS or the Company may, in accordance with all Requirements of Law, take any actions that would result in the SAIF Shareholders no longer being subject to such a Lock-Up or which would allow the SAIF Shareholders to obtain the economic benefit of being able to sell their Equity Shares in the absence of such a Lock-Up then VentureTech and SCS and the Company, as the case may be, shall take such actions or cause such actions to be taken. (b) VentureTech shall undertake to be named as the promoter for the purposes of the Indian IPO and offer its shares for restriction on transfer, as applicable to promoters under the SEBI Guidelines and, if additional Equity Shares are required to satisfy any other Lock-Up requirements all Shareholders holding Restricted Shares shall offer their shares pro rata for such Lock-Up requirements. The Company and the other Shareholders shall use all reasonable efforts, at or prior to the time of an Indian IPO and pass all necessary and reasonable resolutions and do all acts or things that are reasonably necessary to ensure that the promoters shall avail of any benefits conferred on them by law by reason of being named as a promoter in the Indian IPO. (c) Subject to applicable Requirements of Law, the Company shall use its reasonable best efforts to ensure that the SAIF Shareholders are not classified as a promoter of the Company for any purpose whatsoever PROVIDED THAT provided that it is a acknowledged that the Company may not be able to prevent the SAIF Shareholders becoming promoters pursuant to the operation of law. Nothing in this Agreement shall require a SAIF Shareholder to do or omit to do anything that may result in them becoming a promoter of the Company under the SEBI Guidelines. The Company undertakes that it shall not name any SAIF Shareholder as a promoter in any prospectus or other document relating to the issuance of Equity Shares. (d) The Company and the other Shareholders agree that the SAIF Shareholders, shall not, upon Listing or sale of the Equity Shares held by it, be required to give any warranties or indemnities to any underwriter, broker, Indian Stock Exchange, any Governmental Authority or any other person except in relation to title of its Shares and such other warranties and indemnities as a Requirement of Law imposed on that SAIF Shareholder requires to be given by that SAIF Shareholder.