Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority.
5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFP, the Concessionaire agrees and acknowledges that:
(i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or
(ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2:
(a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire;
(b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; ...
Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of Maha-Metro.
5.3.2 The Concessionaire shall undertake that, the Members of the Consortium shall collectively hold at least (aa) 100% (One Hundred per cent) of the subscribed and paid up equity of the SPC at all times until completion of 04 years from the date of signing of concession agreement or the commercial operation date of this Project, whichever is later; and (bb) 51% (Fifty one per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later;
5.3.3 The Concessionaire shall undertake that the lead member of consortium whose experience will be evaluated for the purpose of evaluating the Financial Capacity of the Bidder/Consortium, shall subscribe to at least (aa) 51% (Fifty one percent) of the paid up and subscribed equity of the SPC at all times until completion of 04 years from the date of signing of concession agreement or the commercial operation date of this Project, whichever is later; and thereafter 26% (twenty six per cent) of the subscribed and paid up equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later.
5.3.4 The Concessionaire shall undertake that the member of consortium whose experience will be evaluated for the purpose of evaluating the Technical Capacity of the Bidder/Consortium, shall subscribe to at least 26% (twenty-six per cent) or more of the paid up and subscribed equity of the SPC at all times till the 7th Anniversary of the date of signing of Concession Agreement or the completion of 3 years of commercial operations of the project, whichever is later;
5.3.5 The Concessionaire shall undertake that each of the members whose experience will be evaluated for the purposes of this Bid Document, shall subscribe to and hold equity share capital not less than 5% (five per cent) of the Estimated Project Cost specified in the Concession Agreement;
Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership.
Obligations relating to Change in Ownership. 5.11.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Lead ULB.
5.11.2 For the Concessionaire formed for the purpose of implementing this Concession, the following is mandated
(a) The Lead Member, whose experience has been evaluated for the purposes of the RFP, shall subscribe to 51% (fifty one percent) of Equity or more of the Concessionaire;
(b) Other Members of the Consortium (i.e. members other than the Lead Member), whose experience has been evaluated for the purposes of the RFP, shall each subscribe to 10% (ten percent) of Equity or more of the Concessionaire. However, in case of any Member not being a Developer (of WtE Plants) for the Proposed Technology nor a Technology Provider for the Proposed Technology, a binding contract/ MoU has to be signed between the Selected Bidder and a Technology Provider, without the Technology Provider having an equity stake in the project. Also, the Selected Bidder cannot change the Technology Provider during the life of the project.
(c) The Lead Member, whose experience had been evaluated for the purposes of the RFP, for a period of 5 (five) years from the COD of the Project, shall hold Equity not less than the higher of (i) 51% (fifty one percent) of the Equity of the Concessionaire; or (ii) 5% (five percent) of the Project cost;
(d) Other Members of the Consortium (i.e. members other than the Lead Member), whose experience had been evaluated for the purposes of the RFP, for a period of 5 (five) years from the COD of the Project, shall hold Equity not less than 10% (ten percent) of the Equity of the Concessionaire;
(e) Consortium members collectively shall hold 100% (one hundred percent) of the issued and paid up Equity of the Concessionaire at all times until the fifth anniversary of the COD of the Project; and
5.11.3 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that:
(a) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or
(b) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with...
Obligations relating to Change in Ownership. 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority.
5.3.2 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that:
(a) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of 25% (twenty five per cent) or more of the total Equity of the Concessionaire; or
(b) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him, shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavor to convey its decision thereon
Obligations relating to Change in Ownership. The Supplier shall not undertake or permit any Change in Ownership, except with the prior written approval of the Aggregator.
Obligations relating to Change in Ownership. The Supplier shall not undertake or permit any Change in Ownership, except with the prior written approval of the Utility. [ In case the Supplier is a Trading Licensee “The provisions of Clause 5.3 shall be applicable if the Supplier is a Trading Licensee. In addition, the Supplier in such case shall also ensure that similar provisions as contained in Clause 5.3 are incorporated in the exclusive Power Purchase Agreement submitted by the Supplier. In such case, the aforesaid provisions shall be applicable with respect to ………….. ( name of the majority investor in the Developer as specified in the Power Purchase Agreement submitted by the Supplier as a part of the Bid). The Supplier shall ensure the compliance of the provisions mentioned in this Clause
Obligations relating to Change in Ownership. 5.17.1. The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the ULB, except as otherwise permitted in this agreement.
5.17.2. Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that:
a) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of 25% (twenty-five per cent) or more of the total Equity of the Concessionaire or
b) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon no later than 30 (thirty) days from the date of receipt of request for approval appended with all the necessary and required details. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement.
Obligations relating to Change in Ownership. The Supplier shall not undertake or permit any Change in Ownership, except with the prior written approval of the Utility. In addition, the Supplier in such case shall also ensure that similar provisions as contained in Clause 5.3 are incorporated in the exclusive Power Purchase Agreement submitted by the Supplier. In such case, the aforesaid provisions shall be applicable with respect to Bidder ( name of the majority investor in the Developer as specified in the Power Purchase Agreement submitted by the Supplier as a part of the Bid). The Supplier shall ensure the compliance of the provisions mentioned in this Clause 5.3. and any default on the part of the Supplier in compliance of the same shall be a Supplier Default in terms of Article
19.1. The Utility(s) shall have the right to verify the compliance of the provision as mentioned in this Clause 5.3.”]
Obligations relating to Change in Ownership. The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval from the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be as per the provisions of this Concession Agreement and limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement.
