Common use of Restriction on Transfer of Shares Clause in Contracts

Restriction on Transfer of Shares. (a) The Company shall, in respect of the transfer of the registered ownership of any Ordinary Share Capital, make appropriate provisions in its articles of association to ensure compliance with the following provisions of this Section 10.3 and shall include appropriate legends on all share certificates evidencing Ordinary Share Capital of the Company to put prospective purchasers of such Ordinary Share Capital on notice of the restrictions in the following provisions and, to the extent permitted by the Laws of Bangladesh, shall not register or give effect to any purported transfer of Ordinary Share Capital that is not in compliance with such restrictions or do not bear such legend. (b) The Company shall decline to register the transfer of issued Ordinary Share Capital to persons of a nationality that is specifically proscribed in any notice delivered by the GOB to the Company for the period specified in such notice or until such time that the Company is notified that the proscription is revised or rescinded. The GOB undertakes that it shall not proscribe any nationalities other than those nationalities that the GOB considers in its sole discretion to be prejudicial to the national security interest of Bangladesh for persons having such nationality to hold Ordinary Share Capital. The Company shall use reasonable means under the circumstances to investigate the declaration of nationality stated on any application for registration or transfer of Ordinary Share Capital if, as a result of such transfer, the Investor making such application would hold 5% (five percent) or more of the issued Ordinary Share Capital of the Company. In all other cases, the Company shall be entitled to rely on such declaration to determine whether registration is permitted under this Section 10.3(b). Where any such declaration discloses that the prospective purchaser is a national of Bangladesh or the nationality of a state not proscribed by the GOB in its notice to the Company, then the Company shall be at liberty to register the transfer or issue of the shares. (c) The Lead Shareholder may not effect any transfer of the Ordinary Share Capital owned, directly or through one or more wholly-owned subsidiary companies or corporations, by it which would result (i) in the Lead Shareholder owning less than 51% (fifty-one percent) of the Ordinary Share Capital at any time prior to the Commercial Operations Date or (ii) in the Lead Shareholder owning less than 40% (forty percent) of the Ordinary Share Capital at any time following the Commercial Operations Date and prior to 6th (sixth) anniversary of the Commercial Operations Date, except for: (i) subject to the national interests of Bangladesh, as such interests shall be determined in the discretion of the GOB, a transfer to a wholly-owned affiliate corporation of the Lead Shareholder that continues as such wholly-owned affiliate corporation; (ii) a transfer required under any Laws of Bangladesh or by the operation of the Laws of Bangladesh or by order of a court, tribunal, or governmental authority or agency having appropriate jurisdiction; (iii) a transfer resulting from the creation or enforcement of a security interest in or over any Ordinary Share Capital in accordance with the Security Package; (iv) a transfer to which the GOB has given its prior written approval; or (v) a transfer as part of a public offering. (d) The Operating Shareholder may not effect any transfer of the Ordinary Share Capital owned directly or through one or more wholly-owned subsidiary companies or corporations by it which would result (i) in the Operating Shareholder owning less than 20% (twenty percent) of the Ordinary Share Capital at any time prior to the Commercial Operations Date or (ii) in the Operating Shareholder owning less than 11% (eleven percent) of the Ordinary Share Capital at any time following the Commercial Operations Date and prior to 6th (sixth) anniversary of the Commercial Operations Date, except for: (i) subject to the national interests of Bangladesh, as such interests shall be determined in the discretion of the GOB, a transfer to a wholly-owned affiliate corporation of the Operating Shareholder that continues as such wholly-owned affiliate corporation; (ii) a transfer required under any Laws of Bangladesh or by the operation of the Laws of Bangladesh or by order of a court, tribunal, or governmental authority or agency having appropriate jurisdiction; (iii) a transfer resulting from the creation or enforcement of a security interest in or over any Ordinary Share Capital in accordance with the Security Package; (iv) a transfer to which the GOB has given its prior written approval; or (v) a transfer as part of a public offering.

Restriction on Transfer of Shares. (a) The Company shall, in respect of the transfer of the registered ownership of any Ordinary Share Capital, make appropriate provisions in its articles of association to ensure compliance with the following provisions of this Section 10.3 and shall include appropriate legends on all share certificates evidencing Ordinary Share Capital of the Company to put prospective purchasers of such Ordinary Share Capital on notice of the restrictions in the following provisions and, to the extent permitted by the Laws of Bangladesh, shall not register or give effect to any purported transfer of Ordinary Share Capital that is not in compliance with such restrictions or do not bear such legend. (b) The Company shall decline to register the transfer of issued Ordinary Share Capital to persons of a nationality that is specifically proscribed in any notice delivered by the GOB to the Company for the period specified in such notice or until such time that the Company is notified that the proscription is revised or rescinded. The GOB undertakes that it shall not proscribe any nationalities other than those nationalities that the GOB considers in its sole discretion to be prejudicial to the national security interest of Bangladesh for persons having such nationality to hold Ordinary Share Capital. The Company shall use reasonable means under the circumstances to investigate the declaration of nationality stated on any application for registration or transfer of Ordinary Share Capital if, as a result of such transfer, the Investor making such application would hold five percent (5% (five percent%) or more of the issued Ordinary Share Capital of the Company. In all other cases, the Company shall be entitled to rely on such declaration to determine whether registration is permitted under this Section 10.3(b). Where any such declaration discloses that the prospective purchaser is a national of Bangladesh or the nationality of a state not proscribed by the GOB in its notice to the Company, then the Company shall be at liberty to register the transfer or issue of the shares. (c) [Only applicable if the bidders are a consortium] The Lead Shareholder may not effect any transfer of the Ordinary Share Capital owned, directly or through one or more wholly-owned subsidiary companies or corporations, by it which would result (i) in the Lead Shareholder owning less than 51% (fifty-one percentpercent (51%) of the Ordinary Share Capital at any time prior to the Commercial Operations Date or (ii) in the Lead Shareholder owning less than forty percent (40% (forty percent%) of the Ordinary Share Capital at any time following the Commercial Operations Date and prior to 6th sixth (sixth6th) anniversary of the Commercial Operations Date, except for: (i) subject to the national interests of Bangladesh, as such interests shall be determined in the discretion of the GOB, a transfer to a wholly-owned affiliate corporation of the Lead Shareholder that continues as such wholly-owned affiliate corporation; (ii) a transfer required under any Laws of Bangladesh or by the operation of the Laws of Bangladesh or by order of a court, tribunal, or governmental authority or agency having appropriate jurisdiction; (iii) a transfer resulting from the creation or enforcement of a security interest in or over any Ordinary Share Capital in accordance with the Security Package; (iv) a transfer to which the GOB has given its prior written approval; or (v) a transfer as part of a public offering. (d) [Only applicable if the bidders are a consortium] The Operating Shareholder may not effect any transfer of the Ordinary Share Capital owned directly or through one or more wholly-owned subsidiary companies or corporations by it which would result (i) in the Operating Shareholder owning less than twenty percent (20% (twenty percent%) of the Ordinary Share Capital at any time prior to the Commercial Operations Date or (ii) in the Operating Shareholder owning less than eleven percent (11% (eleven percent%) of the Ordinary Share Capital at any time following the Commercial Operations Date and prior to 6th sixth (sixth6th) anniversary of the Commercial Operations Date, except for: (i) subject to the national interests of Bangladesh, as such interests shall be determined in the discretion of the GOB, a transfer to a wholly-owned affiliate corporation of the Operating Shareholder that continues as such wholly-owned affiliate corporation; (ii) a transfer required under any Laws of Bangladesh or by the operation of the Laws of Bangladesh or by order of a court, tribunal, or governmental authority or agency having appropriate jurisdiction; (iii) a transfer resulting from the creation or enforcement of a security interest in or over any Ordinary Share Capital in accordance with the Security Package; (iv) a transfer to which the GOB has given its prior written approval; or (v) a transfer as part of a public offering. (e) [Only applicable if the bidders are not a consortium] The Initial Shareholder may not effect any transfer of the Ordinary Share Capital owned, directly or through one or more wholly-owned subsidiary companies or corporations, by it which would result in the Initial Shareholder owning less than fifty one percent (51%) of the Ordinary Share Capital at any time prior to the Commercial Operations Date or less than fifty one percent (51%) of the Ordinary Share Capital at any time prior to the date that is six (6) years following the Commercial Operations Date, except for: (i) subject to the national interests of Bangladesh, as such interests shall be determined in the discretion of the GOB, a transfer to a wholly-owned affiliate corporation of the Initial Shareholder that continues as such wholly-owned affiliate corporation; (ii) a transfer required under any Laws of Bangladesh or by the operation of the Laws of Bangladesh or by order of a court, tribunal, or governmental authority or agency having appropriate jurisdiction; (iii) a transfer resulting from the creation or enforcement of a security interest in or over any Ordinary Share Capital in accordance with the Security Package; (iv) a transfer to which the GOB has given its prior written approval; or (v) a transfer as part of a public offering.

Restriction on Transfer of Shares. (a) The Company shall, in respect of the transfer of the registered ownership of any Ordinary Share Capital, make appropriate provisions in its articles of association to ensure compliance with the following provisions of this Section 10.3 9.3 and shall include appropriate legends on all share certificates evidencing Ordinary Share Capital of the Company to put prospective purchasers of such Ordinary Share Capital on notice of the restrictions in the following provisions and, to the extent permitted by the Laws of Bangladesh, shall not register or give effect to any purported transfer of Ordinary Share Capital that is not in compliance with such restrictions or do not bear such legend. (b) The Company shall decline to register the transfer of issued Ordinary Share Capital to persons of a nationality that is specifically proscribed in any notice delivered by the GOB to the Company for the period specified in such notice or until such time that the Company is notified that the proscription is revised or rescinded. The GOB undertakes that it shall not proscribe any nationalities other than those nationalities that the GOB considers in its sole discretion to be prejudicial to the national security interest of Bangladesh for persons having such nationality to hold Ordinary Share Capital. The Company shall use reasonable means under the circumstances to investigate the declaration of nationality stated on any application for registration or transfer of Ordinary Share Capital if, as a result of such transfer, the Investor making such application would hold five percent (5% (five percent%) or more of the issued Ordinary Share Capital of the Company. In all other cases, the Company shall be entitled to rely on such declaration to determine whether registration is permitted under this Section 10.3(b9.3(b). Where any such declaration discloses that the prospective purchaser is a national of Bangladesh or the nationality of a state not proscribed by the GOB in its notice to the Company, then the Company shall be at liberty to register the transfer or issue of the shares. (c) The Lead Shareholder may not effect any transfer of the Ordinary Share Capital owned, directly or through one or more wholly-owned subsidiary companies or corporations, by it which would result (i) in the Lead Shareholder owning less than 51% (fifty-one percent) of the Ordinary Share Capital at any time prior to the Commercial Operations Date or (ii) in the Lead Shareholder owning less than 40% (forty percent) of the Ordinary Share Capital at any time following the Commercial Operations Date and prior to 6th (sixth) anniversary of the Commercial Operations Date, except for: (i) subject to the national interests of Bangladesh, as such interests shall be determined in the discretion of the GOB, a transfer to a wholly-owned affiliate corporation of the Lead Shareholder that continues as such wholly-owned affiliate corporation; (ii) a transfer required under any Laws of Bangladesh or by the operation of the Laws of Bangladesh or by order of a court, tribunal, or governmental authority or agency having appropriate jurisdiction; (iii) a transfer resulting from the creation or enforcement of a security interest in or over any Ordinary Share Capital in accordance with the Security Package; (iv) a transfer to which the GOB has given its prior written approval; or (v) a transfer as part of a public offering. (d) The Operating Shareholder may not effect any transfer of the Ordinary Share Capital owned directly or through one or more wholly-owned subsidiary companies or corporations by it which would result (i) in the Operating Shareholder owning less than 20% (twenty percent) of the Ordinary Share Capital at any time prior to the Commercial Operations Date or (ii) in the Operating Shareholder owning less than 11% (eleven percent) of the Ordinary Share Capital at any time following the Commercial Operations Date and prior to 6th (sixth) anniversary of the Commercial Operations Date, except for: (i) subject to the national interests of Bangladesh, as such interests shall be determined in the discretion of the GOB, a transfer to a wholly-owned affiliate corporation of the Operating Shareholder that continues as such wholly-owned affiliate corporation; (ii) a transfer required under any Laws of Bangladesh or by the operation of the Laws of Bangladesh or by order of a court, tribunal, or governmental authority or agency having appropriate jurisdiction; (iii) a transfer resulting from the creation or enforcement of a security interest in or over any Ordinary Share Capital in accordance with the Security Package; (iv) a transfer to which the GOB has given its prior written approval; or (v) a transfer as part of a public offering.

Restriction on Transfer of Shares. (a) The Company shall, in respect of the transfer of the registered ownership of any Ordinary Share Capital, make appropriate provisions in its articles of association to ensure compliance with the following provisions of this Section 10.3 and shall include appropriate legends on all share certificates evidencing Ordinary Share Capital of the Company to put prospective purchasers of such Ordinary Share Capital on notice of the restrictions in the following provisions and, to the extent permitted by the Laws of Bangladesh, shall not register or give effect to any purported transfer of Ordinary Share Capital that is not in compliance with such restrictions or do not bear such legend. (b) The Company shall decline to register the transfer of issued Ordinary Share Capital to persons of a nationality that is specifically proscribed in any notice delivered by the GOB to the Company for the period specified in such notice or until such time that the Company is notified that the proscription is revised or rescinded. The GOB undertakes that it shall not proscribe any nationalities other than those nationalities that the GOB considers in its sole discretion to be prejudicial to the national security interest of Bangladesh for persons having such nationality to hold Ordinary Share Capital. The Company shall use reasonable means under the circumstances to investigate the declaration of nationality stated on any application for registration or transfer of Ordinary Share Capital if, as a result of such transfer, the Investor making such application would hold 5% (five percent) or more of the issued Ordinary Share Capital of the Company. In all other cases, the Company shall be entitled to rely on such declaration to determine whether registration is permitted under this Section 10.3(b). Where any such declaration discloses that the prospective purchaser is a national of Bangladesh or the nationality of a state not proscribed by the GOB in its notice to the Company, then the Company shall be at liberty to register the transfer or issue of the shares. (c) [Only applicable if the bidders are a consortium] The Lead Shareholder may not effect any transfer of the Ordinary Share Capital owned, directly or through one or more wholly-owned subsidiary companies or corporations, by it which would result (i) in the Lead Shareholder owning less than 51% (fifty-one percent) of the Ordinary Share Capital at any time prior to the Commercial Operations Date or (ii) in the Lead Shareholder owning less than 40% (forty percent) of the Ordinary Share Capital at any time following the Commercial Operations Date and prior to 6th (sixth) anniversary of the Commercial Operations Date, except for: (i) subject to the national interests of Bangladesh, as such interests shall be determined in the discretion of the GOB, a transfer to a wholly-owned affiliate corporation of the Lead Shareholder that continues as such wholly-owned affiliate corporation; (ii) a transfer required under any Laws of Bangladesh or by the operation of the Laws of Bangladesh or by order of a court, tribunal, or governmental authority or agency having appropriate jurisdiction; (iii) a transfer resulting from the creation or enforcement of a security interest in or over any Ordinary Share Capital in accordance with the Security Package; (iv) a transfer to which the GOB has given its prior written approval; or (v) a transfer as part of a public offering. (d) [Only applicable if the bidders are a consortium] The Operating Shareholder may not effect any transfer of the Ordinary Share Capital owned directly or through one or more wholly-owned subsidiary companies or corporations by it which would result (i) in the Operating Shareholder owning less than 20% (twenty percent) of the Ordinary Share Capital at any time prior to the Commercial Operations Date or (ii) in the Operating Shareholder owning less than 11% (eleven percent) of the Ordinary Share Capital at any time following the Commercial Operations Date and prior to 6th (sixth) anniversary of the Commercial Operations Date, except for: (i) subject to the national interests of Bangladesh, as such interests shall be determined in the discretion of the GOB, a transfer to a wholly-owned affiliate corporation of the Operating Shareholder that continues as such wholly-owned affiliate corporation; (ii) a transfer required under any Laws of Bangladesh or by the operation of the Laws of Bangladesh or by order of a court, tribunal, or governmental authority or agency having appropriate jurisdiction; (iii) a transfer resulting from the creation or enforcement of a security interest in or over any Ordinary Share Capital in accordance with the Security Package; (iv) a transfer to which the GOB has given its prior written approval; or (v) a transfer as part of a public offering. (e) [Only applicable if the bidders are not a consortium] The Initial Shareholder may not effect any transfer of the Ordinary Share Capital owned, directly or through one or more wholly-owned subsidiary companies or corporations, by it which would result in the Initial Shareholder owning less than 51% (fifty one percent) of the Ordinary Share Capital at any time prior to the Commercial Operations Date or less than 51% (fifty one percent) of the Ordinary Share Capital at any time prior to the date that is 6 (six) years following the Commercial Operations Date, except for: (i) subject to the national interests of Bangladesh, as such interests shall be determined in the discretion of the GOB, a transfer to a wholly-owned affiliate corporation of the Initial Shareholder that continues as such wholly-owned affiliate corporation; (ii) a transfer required under any Laws of Bangladesh or by the operation of the Laws of Bangladesh or by order of a court, tribunal, or governmental authority or agency having appropriate jurisdiction; (iii) a transfer resulting from the creation or enforcement of a security interest in or over any Ordinary Share Capital in accordance with the Security Package; (iv) a transfer to which the GOB has given its prior written approval; or (v) a transfer as part of a public offering.

Restriction on Transfer of Shares. (a) The Company shall, in With respect of to the transfer of the registered ownership of any Ordinary Share Capital, the Company shall make appropriate provisions in its articles Articles of association Association to ensure compliance with the following provisions of this Section 10.3 and 12.3, which shall include appropriate legends on all share certificates evidencing Ordinary Share Capital of the Company to put prospective purchasers of such Ordinary Share Capital on notice of the restrictions in the following provisions and, and to the extent permitted by the Laws of BangladeshPakistan, and shall not register or give effect to any purported transfer of Ordinary Share Capital that is not in compliance with such restrictions or do does not bear such legend. (b) The Company shall decline to register the transfer of issued Ordinary Share Capital to persons Persons of a nationality that is specifically proscribed in any notice delivered by the GOB to the Company for the period specified in such notice or until such time that the Company is notified that the proscription is revised or rescinded. The GOB undertakes that it shall not proscribe any nationalities other than those nationalities that the GOB considers in its sole discretion to be prejudicial to the national security interest Laws of Bangladesh for persons having such nationality to hold Ordinary Share CapitalPakistan. The Company shall use reasonable means under the circumstances to investigate the declaration of nationality stated on any application for registration or transfer of Ordinary Share Capital if, as a result of such transfer, the Investor making such application would hold five percent (5% (five percent%) or more of the issued Ordinary Share Capital of the Company. In all other cases, the Company shall be entitled to rely on such declaration to determine whether registration is permitted under this Section 10.3(b12.3(b). Where any such declaration discloses that the prospective purchaser is a national of Bangladesh Pakistan nationality or the nationality of a state that is not specifically proscribed by the GOB in its notice to the CompanyLaws of Pakistan, then the Company shall be at liberty to register the transfer or issue of the shares. (c) The Lead Shareholder may Company shall not effect issue any transfer of the Ordinary Share Capital owned, directly or through one or more wholly-owned subsidiary companies or corporations, by it which would result (i) in and the Lead Initial Shareholder owning less than 51% (fifty-one percent) of the shall not transfer any Ordinary Share Capital owned directly or beneficially by it at any time prior to the Commercial Operations Date or for a period of six (ii6) in the Lead Shareholder owning less than 40% (forty percent) of the Ordinary Share Capital at any time following years after the Commercial Operations Date and prior to 6th if following such issuance or such transfer the Initial Shareholder will own directly or beneficially less than fifty-one percent (sixth51%) anniversary of the Commercial Operations Dateoutstanding Ordinary Share Capital, except forfor a transfer of Ordinary Share Capital: (i) subject to the national interests of Bangladesh, as such interests shall be determined in the discretion of the GOB, a transfer to a wholly-owned affiliate corporation of the Lead Shareholder that continues as such wholly-owned affiliate corporation; (ii) a transfer required under by any Laws of Bangladesh Pakistan or by the operation of the Laws of Bangladesh Pakistan or by order of a court, tribunal, or governmental authority or agency having with appropriate jurisdiction; (iiiii) a transfer resulting from the creation or enforcement of a security interest in or over any Ordinary Share Capital in accordance with the Security Package;Financing Documents; or (iviii) a transfer to which the GOB GOP has given its prior written approval; or (v) a transfer as part of a public offering. (d) The Operating Shareholder may not effect any transfer Lead Investor shall own directly or beneficially at all times commencing from the issuance of the Ordinary Share Capital owned directly or Letter of Support and through one or more wholly-owned subsidiary companies or corporations by it which would result the period ending on the sixth (i) in the Operating Shareholder owning less than 20% (twenty percent) of the Ordinary Share Capital at any time prior to the Commercial Operations Date or (ii) in the Operating Shareholder owning less than 11% (eleven percent) of the Ordinary Share Capital at any time following the Commercial Operations Date and prior to 6th (sixth6th) anniversary of the Commercial Operations Date, no t less than twenty percent (20%) of the then outstanding Ordinary Share Capital, except forwhere the reduction of ownership of Ordinary Share Capital below twenty percent (20%) by the Lead Investor results from a transfer of Ordinary Share Capital: (i) subject to the national interests of Bangladesh, as such interests shall be determined in the discretion of the GOB, a transfer to a wholly-owned affiliate corporation of the Operating Shareholder that continues as such wholly-owned affiliate corporation; (ii) a transfer required under by any Laws of Bangladesh Pakistan or by the operation of the Laws of Bangladesh Pakistan or by order of a court, tribunal, or governmental authority or agency having with appropriate jurisdiction; (iiiii) a transfer resulting from the creation or enforcement of a security interest in or over any Ordinary Share Capital in accordance with the Security PackageFinancing Documents; or (iii) to which the GOP has given its prior written approval. (e) After the expiry of a period of six (6) years following the Commercial Operations Date, no Initial Shareholder shall transfer any Ordinary Share Capital, except where: (i) required by any Laws of Pakistan or by the operation of the Laws of Pakistan or by order of a court, tribunal, or governmental authority or agency with appropriate jurisdiction; (ivii) resulting from the creation or enforcement of a transfer to which security interest in or over any Ordinary Share Capital in accordance with the GOB Financing Documents; or (iii) the GOP has given its prior written approval; or (v) provided however, that the GOP hereby agrees that such approval shall be granted unless the GOP determines in its sole discretion that such a transfer as part would be prejudicial to the national security interests of Pakistan; provided further that such approval shall be deemed given unless it is refused in writing due to such determination that such transfer would be prejudicial to the national security interests within thirty (30) days of the GOP receiving a public offeringwritten request therefor.

Restriction on Transfer of Shares. (a) The Company shall, in With respect of to the transfer of the registered ownership of any Ordinary Share Capital, the Company shall make appropriate provisions in its articles Articles of association Association to ensure compliance with the following provisions of this Section 10.3 and Section12.3, which shall include appropriate legends on all share certificates evidencing Ordinary Share Capital of the Company to put prospective purchasers of such Ordinary Share Capital on notice of the restrictions in the following provisions and, and to the extent permitted by the Laws of BangladeshPakistan, and shall not register or give effect to any purported transfer of Ordinary Share Capital that is not in compliance with such restrictions or do does not bear such legend. (b) The Company shall decline to register the transfer of issued Ordinary Share Capital to persons Persons of a nationality that is specifically proscribed in any notice delivered by the GOB to the Company for the period specified in such notice or until such time that the Company is notified that the proscription is revised or rescinded. The GOB undertakes that it shall not proscribe any nationalities other than those nationalities that the GOB considers in its sole discretion to be prejudicial to the national security interest Laws of Bangladesh for persons having such nationality to hold Ordinary Share CapitalPakistan. The Company shall use reasonable means under the circumstances to investigate the declaration of nationality stated on any application for registration or transfer of Ordinary Share Capital if, as a result of such transfer, the Investor investor making such application would hold five percent (5% (five percent%) or more of the issued Ordinary Share Capital of the Company. In all other cases, the Company shall be entitled to rely on such declaration to determine whether registration is permitted under this Section 10.3(b12.3(b). Where any such declaration discloses that the prospective purchaser is a national of Bangladesh Pakistan nationality or the nationality of a state that is not specifically proscribed by the GOB in its notice to the CompanyLaws of Pakistan, then the Company shall be at liberty to register the transfer or issue of the shares. (c) The Lead Shareholder may Company shall not effect issue any transfer of the Ordinary Share Capital owned, directly or through one or more wholly-owned subsidiary companies or corporations, by it which would result (i) in the Lead and no Initial Shareholder owning less than 51% (fifty-one percent) of the shall transfer any Ordinary Share Capital owned directly or beneficially by it at any time prior to the Commercial Operations Date or for a period of six (ii6) in the Lead Shareholder owning less than 40% (forty percent) of the Ordinary Share Capital at any time following years after the Commercial Operations Date and prior to 6th if following such issuance or such transfer the Initial Shareholders will own directly or beneficially less than fifty-one percent (sixth51%) anniversary of the Commercial Operations Dateoutstanding Ordinary Share Capital, except forfor a transfer of Ordinary Share Capital: (i) subject to the national interests of Bangladesh, as such interests shall be determined in the discretion of the GOB, a transfer to a wholly-owned affiliate corporation of the Lead Shareholder that continues as such wholly-owned affiliate corporation; (ii) a transfer required under by any Laws of Bangladesh Pakistan or by the operation of the Laws of Bangladesh Pakistan or by order of a court, tribunal, or governmental authority or agency having with appropriate jurisdiction; (iiiii) a transfer resulting from the creation or enforcement of a security interest in or over any Ordinary Share Capital in accordance with the Security Package;Financing Documents; or (iviii) a transfer to which the GOB GOP has given its prior written approval; or (v) a transfer as part of a public offering. (d) The Operating Shareholder may not effect any transfer of the Ordinary Share Capital owned Lead Investor shall own directly or through one or more wholly-owned subsidiary companies or corporations by it which would result beneficially at all times during a period commencing on the date of this Agreement and continuing for six (i6) in the Operating Shareholder owning less than 20% (twenty percent) of the Ordinary Share Capital at any time prior to the Commercial Operations Date or (ii) in the Operating Shareholder owning less than 11% (eleven percent) of the Ordinary Share Capital at any time following the Commercial Operations Date and prior to 6th (sixth) anniversary of years after the Commercial Operations Date, not less than twenty percent (20%) of the then outstanding Ordinary Share Capital, except forwhere the reduction of ownership of Ordinary Share Capital below twenty percent (20%) by the Lead Investor results from a transfer of Ordinary Share Capital: (i) subject to the national interests of Bangladesh, as such interests shall be determined in the discretion of the GOB, a transfer to a wholly-owned affiliate corporation of the Operating Shareholder that continues as such wholly-owned affiliate corporation; (ii) a transfer required under by any Laws of Bangladesh Pakistan or by the operation of the Laws of Bangladesh Pakistan or by order of a court, tribunal, or governmental authority or agency having with appropriate jurisdiction; (iiiii) a transfer resulting from the creation or enforcement of a security interest in or over any Ordinary Share Capital in accordance with the Security PackageFinancing Documents; or (iii) to which the GOP has given its prior written approval. e) After the expiry of a period of six (6) years from the Commercial Operations Date, no Initial Shareholder shall transfer any Ordinary Share Capital, except where: (i) required by any Laws of Pakistan or by the operation of the Laws of Pakistan or by order of a court, tribunal, or governmental authority or agency with appropriate jurisdiction; (ivii) resulting from the creation or enforcement of a transfer to which security interest in or over any Ordinary Share Capital in accordance with the GOB Financing Documents; or (iii) the GOP has given its prior written approval; or (v) provided however, that the GOP hereby agrees that such approval shall be granted unless the GOP determines in its sole discretion that such a transfer as part would be prejudicial to the national security interests of Pakistan; provided further that such approval shall be deemed given unless it is refused in writing within thirty (30) days of the GOP receiving a public offeringwritten request therefor.