Common use of Strategic Sale Clause in Contracts

Strategic Sale. 17.2.1. In the event the Company intends to complete a Strategic Sale, the Company, whether within the Strategic Sale Date or otherwise, shall deliver a notice to the Investors (the “Strategic Sale Notice”), setting out (i) the exact nature of the transaction proposed, (ii) the identity of the company with which the Company proposes to merge, or the proposed acquirer or transferee, as the case may be (iii) in the event that the Strategic Sale is through (a) a merger, the salient terms of the scheme of merger, (b) any transaction which involves a sale of Shares, the price and other terms on which the Shares are proposed to be sold, and (c) a sale of assets, the price and other terms on which the assets are proposed to be sold, (iv) the estimated time for completion of the Strategic Sale, and (v) any other material terms of the proposed Strategic Sale. 17.2.2. In the event that the Investors consent to a Strategic Sale (the “Approved Strategic Sale”), the Investors shall indicate the number of the Investor Shares that the Investors propose to offer in such Strategic Sale. In the event that the Investors veto such Strategic Sale, the Company and the Promoters shall take no further action in relation to such Strategic Sale. In the event the Investors signify their consent to the Strategic Sale and willingness to participate in the Strategic Sale, the Company and the Promoters shall take all steps necessary to complete the Approved Strategic Sale on the terms set out in the Strategic Sale Notice, within a period of 90 (Ninety) days from the date on which the Investors consent to the Approved Strategic Sale, including obtaining required Consents and Government Approvals, and providing representations, warranties, covenants and indemnities customary to such transactions, unless extended by such time as may be required to obtain any Government Approvals. In the event that the Approved Strategic Sale has not been completed within 120 (One Hundred and Twenty) days from the date of consent, the Company and the Promoters shall seek the consent of the Investors to continue with the Approved Strategic Sale by sending a fresh Strategic Sale Notice. 17.2.3. All costs and expenses relating to the Approved Strategic Sale shall be borne entirely by the Company. The Investors shall not be required to provide any guarantees or indemnities, or be subject to any restrictive covenants pursuant to, or be required to bear any costs and expenses related to an Approved Strategic Sale. 17.2.4. The Company and the Promoters shall, in good faith, consider all opportunities relating to a Strategic Sale that are brought to its notice by the Investors.

Strategic Sale. 17.2.1. 15.3.1 In the event the Company intends to complete a Strategic Sale, the Company, whether within the Strategic Sale Date or otherwise, shall deliver a notice to the Investors Investor (the “Strategic Sale Notice”), setting out (i) the exact nature of the transaction proposed, (ii) the identity of the company with which the Company proposes to merge, or the proposed acquirer or transferee, as the case may be (iii) in the event that the Strategic Sale is through (a) a merger, the salient terms of the scheme of merger, (b) any transaction which involves a sale of SharesSecurities, the price and other terms on which the Shares Securities are proposed to be sold, and (c) a sale of assets, the price and other terms on which the assets are proposed to be sold, (iv) the estimated time for completion of the Strategic Sale, and (v) any other material terms of the proposed Strategic Sale. 17.2.2. 15.3.2 In the event that the Investors consent Investor consents to a Strategic Sale (the “Approved Strategic Sale”), the Investors Investor shall indicate the number of the Investor Shares Securities that the Investors propose Investor proposes to offer in such Strategic Sale. In the event that the Investors veto Investor vetoes such Strategic Sale, the Company and the Promoters Founders shall take no further action in relation to such Strategic Sale. In the event the Investors signify their Investor signifies its consent to the Strategic Sale and willingness to participate in the Strategic Sale, the Company and the Promoters Founders shall take all steps necessary to complete the Approved Strategic Sale on the terms set out in the Strategic Sale Notice, within a period of 90 (Ninetyninety) days from the date on which the Investors Investor consent to the Approved Strategic Sale, including obtaining required Consents consents and Government Approvals, and providing representations, warranties, covenants and indemnities customary to such transactions, unless extended by such time as may be required to obtain any Government Approvals. In the event that the Approved Strategic Sale has not been completed within 120 (One Hundred and Twenty) days from the date of consent, the Company and the Promoters Founders shall seek the consent of the Investors Investor to continue with the Approved Strategic Sale by sending a fresh Strategic Sale Notice. 17.2.3. 15.3.3 All costs and expenses relating to the Approved Strategic Sale shall be borne entirely by the Company. The Investors Investor shall not be required to provide any guarantees or indemnities, or be subject to any restrictive covenants pursuant to, or be required to bear any costs and expenses related to an Approved Strategic Sale. 17.2.4. 15.3.4 The Company and the Promoters Founders shall, in good faith, consider all opportunities relating to a Strategic Sale that are brought to its notice by the InvestorsInvestor.

Strategic Sale. 17.2.1. 11.1 In the event that the Company intends to complete and the Founders are desirous of providing the Investors with an Exit by effecting a Strategic SaleSale any time during the Exit Period subject to the affirmative consent pursuant to Clause 3.3, the Founders or the Company, whether within as the Strategic Sale Date or otherwisecase may be, shall deliver a notice to the Investors (the “Strategic Sale Notice”), setting out (i) the out: 11.1.1 The exact nature of the transaction proposed, (ii) the ; 11.1.2 The identity of the company Person with which the Company proposes to merge, or conduct the proposed acquirer or transferee, as the case may be (iii) in Strategic Sale; 11.1.3 In the event that the Strategic Sale is through through: (a) a A merger, the salient terms of the scheme of merger, ; (b) any Any transaction which involves a sale of SharesShares or any other securities, the price and other terms on which the Shares or any other securities are proposed to be sold, and ; and (c) a A sale of assetsAssets of the Company or the Material Subsidiaries, the price and other terms on which the assets Assets of the Company or the Material Subsidiaries are proposed to be sold, (iv) the estimated ; 11.1.4 The time for completion of the Strategic Sale, and (v) any Sale as best estimated by the Founders; and 11.1.5 Any other material terms of the proposed Strategic Sale. 17.2.2. In 11.2 Upon receiving the event that Strategic Sale Notice, the Investors consent may request the Company and the Founders to provide such other information as may be requested by them. 11.3 The Company and the Founders shall, in good faith, consider all offers relating to a Strategic Sale that are brought to its notice by the Investors, however, the Company and the Founders shall in no event be obligated to accept any such offers. 11.4 The Series D Investors shall have the option (but not the “Approved obligation) to offer their Preference Shares for sale in the Strategic Sale”)Sale in priority to the other Shareholders, with each of the other Investors having the right to offer their Preference Shares on a pro rata basis to their inter se shareholding in the Preference Shares of the Company, provided that to the extent the number of Shares to be sold in the Strategic Sale exceeds the aggregate number of Preference Shares offered by the Series A Investors, Series B Investors, Series C Investors, Series D Investors and Series U Investor, the right to offer such surplus number of Shares as are to be sold in the Strategic Sale shall be allocated between the Shareholders on a basis pro-rata to the number of Ordinary Shares held by the Series A Investors, Series B Investors, Series C Investors, Series D Investors and Series U Investor and the Shares held by the other Shareholders. 11.5 Each of the Investors shall indicate the number of the Investor Shares that the Investors propose such Investor proposes to offer in such Strategic Sale. In the event that the Investors veto such Strategic Sale, the . 11.6 The Company and the Promoters Founders shall take no further action in relation to such Strategic Sale. In the event the Investors signify their consent to the Strategic Sale and willingness to participate in the Strategic Sale, the Company and the Promoters shall take all steps make commercially reasonable efforts necessary to complete the Approved Strategic Sale on the terms and within the time period set out in the Strategic Sale Notice, within a Notice or such extended time period of 90 (Ninety) days from the date on which the Investors consent to the Approved Strategic Sale, including obtaining required Consents and Government Approvals, and providing representations, warranties, covenants and indemnities customary to such transactions, unless extended by such time as may be required to obtain any Government Governmental Approvals. In the event that the Approved a Strategic Sale has not been completed within 120 (One Hundred and Twenty) days from the date of consenttime period as aforesaid, then the Company and the Promoters Founders shall seek restart the consent of the Investors to continue with the Approved Strategic Sale process under this Clause 11 by sending a fresh Strategic Sale Notice. 17.2.311.7 In the event a Strategic Sale Notice (issued pursuant to Clause 11.1) has been issued 45 (forty-five) days prior to the expiry of the Exit Period, the Company and the Founders shall have an additional period of 6 (six) months from the expiry of the Exit Period to consummate the Strategic Sale and provide an Exit to the Investors. The Exit Period, in such scenario, shall be deemed to have been extended (“Extended Exit Period”) and during such Extended Exit Period the Company and the Founders will undertake best efforts to ensure that such Strategic Sale is consummated. For the avoidance of any doubt, it is clarified that, notwithstanding anything contained herein, the Exit Period shall not be extended except pursuant to this Clause 11.7. 11.8 All costs and expenses relating to the Approved Strategic Sale including the expenses relating to the appointment of an independent merchant banker and other professional advisors and the stamp duty (if any) payable under Applicable Law shall be borne entirely by the Company. . 11.9 The Investors shall not be required to provide any guarantees or indemnities, or be subject to any restrictive covenants pursuant to, or be required to bear any costs and expenses related to an Approved a Strategic Sale, provided that each of the Investors shall make customary representations and warranties (other than representations and warranties relating to the business and operations of the Company) with regard to the Strategic Sale, relating to the title to their shareholding in the Company. 17.2.4. 11.10 The Parties agree and acknowledge that if the Strategic Sale is effected through a sale of all or substantially all of the outstanding shares, or a sale of all or substantially all of the Assets of any Material Subsidiary(ies), the obligation on Company and Founders to provide an Exit shall be deemed to be completed only when the Promoters shall, in good faith, consider all opportunities relating to a proceeds from such Strategic Sale that are brought to its notice have been received by the InvestorsShareholders, subject to the distribution waterfall under Clause 13.

Strategic Sale. 17.2.1. (a) In the event the Company intends to complete a Strategic Sale, the Company, whether within the Strategic Sale Date or otherwise, Company shall deliver a notice to the Investors (the “Strategic Sale Notice”), setting out (i) the exact nature of the transaction proposed, ; (ii) the identity of the company with which the Company proposes to merge, or the proposed acquirer or transferee, as the case may be be; (iii) in the event that the Strategic Sale is through (a) a merger, the salient terms of the scheme of merger, (b) any transaction which involves a sale of Shares, the price and other terms on which the Shares are proposed to be sold, and (c) a sale of assets, the price and other terms on which the assets are proposed to be sold, ; (iv) the estimated time for completion of the Strategic Sale, ; and (v) any other material terms of the proposed Strategic Sale. 17.2.2. In (b) Subject to Clause 5.1, in the event that the Requisite Investors consent to a Strategic Sale (the “Approved Strategic Sale”), the Investors each Investor shall indicate the number of the Investor Shares that the Investors propose such Investor proposes to offer in such Approved Strategic Sale. In the event that the Requisite Investors veto do not approve such Strategic Sale, the Company and the Promoters Founders shall take no further action in relation to such Strategic Sale. In the event the Investors signify their consent to the Strategic Sale and willingness to participate in the Strategic Sale, the The Company and the Promoters Founders shall take all steps necessary to complete the Approved Strategic Sale on the terms set out in the Strategic Sale Notice, within a period of 90 (Ninetyninety) days from the date on which the Requisite Investors consent to the Approved Strategic Sale, including obtaining required Consents and Government Approvals, and providing representations, warranties, covenants and indemnities customary to such transactions, unless extended by such time as may be extended by any time required to obtain any Government Approvals. In the event that the Approved Strategic Sale has not been completed within 120 (One Hundred and Twenty) days from the date of consent, the Company and the Promoters shall seek the consent of the Investors to continue with the Approved Strategic Sale by sending a fresh Strategic Sale Notice. 17.2.3governmental approvals. All costs and expenses relating to the Approved Strategic Sale shall be borne entirely by the Company. The Investors shall not be required to provide any guarantees or indemnities, or be subject to any restrictive covenants pursuant to, or be required to bear any costs and expenses related to an Approved Strategic Sale. 17.2.4. (c) In the event that the Approved Strategic Sale has not been completed within 90 (ninety) days from the date of consent, or within such extended time which may be required to obtain any governmental approvals, the Company and Founders shall seek the consent of the Investors to continue with the Approved Strategic Sale by sending a fresh Strategic Sale Notice and may so continue with the Approved Strategic Sale if the Requisite Investors consent to such continuance. (d) The Company and the Promoters Founders shall, in good faith, consider all opportunities relating to a Strategic Sale that are brought to its notice by the Investors.