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Tag and Drag

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Tagging and dragging in shareholders' agreement
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  TAG AND DRAG ALONG PROVISIONS 1. Drag Along Rights 1.1If at any time holder)s) of the ‘A’ Ordinary Shares representing 50 per cent or more of the Eqity Shares !for the prposes of this Article 1 .1!‘the Seller’) are approached #y a prchaser ! ‘ the $roposed $rchase’) %ith a #ona fide offer on arm’s lengthterms to acqire the entire Eqity Share &apital of the &ompany !‘the Offer’) and theSeller intends to sell all of its holding of ‘A’ Ordinary Shares ! or any interest in schshares) ! the share to #e sold #y the Seller #eing referred to as ‘Selling Shares’) thenthe Seller shall gi'e the holders of the ‘(’ Ordinary Shares and the Ordinary Sharesand the &ompany not less than  days’ ad'ance notice of the Offer #efore selling theselling shares. *hat notice !‘the Selling +otice’) %ill inclde details of the SellingShares and the proposed price for each Selling Shares to #e paid #y the $roposed$rchaser, details of the $roposed $rchaser, the place, date and time of completionof the proposed prchase #eing a date not less than  days from the date of theSelling +otice !‘&ompletion’). 1. *he holders of either of the ‘(’ Ordinary Shares or Ordinary Shares shall #e entitledto appoint an independent 'aler !the reasona#le cost of the 'aler shall #e agreed inad'ance and met #y the &ompany) to access the Offer and to o#tain a 'alation the&ompany !‘Independent -ale’). In the e'ent that the Independent -ale is materiallyhigher than the Offer 'ale than the holders of the ‘(’ Ordinary Shares and OrdinaryShares shall #e entitled to mae representations to the Seller.1./*he holders of the ‘(’ Ordinary Shares and Ordinary Shares shall for a period of for %ees from the date of #eing notified of the offer prsant to Article 1 .1 ha'ethe right ! pro rata to percentage of ‘(’ Ordinary and Ordinary Shares held #y them anas if they %ere the same class of shares or in sch other proportions as they maydecide #et%een them) to mae an offer to prchase the entire Eqity Share capital of the &ompany !‘ the &onter Offer’) to the Seller and the Seller shall #e o#liged toaccept sch &onter Offer pro'ided it is on terms no less fa'ora#le than an Offer. If sch &onter Offer is accepted the Seller shall forth%ith notify the &ompany and thenames of the holders of the ‘(’ Ordinary Shares and Ordinary Shares !‘the +e%$roposed $rchaser’) shall #e deemed to replace the $roposed $rchaser in theSelling +otice and &omplsory Sale +otice.1.Immediately pon receipt of the Selling +otice, the &ompany shall gi'e notice in%riting !a ‘&omplsory Sale +otice’) to each of the mem#ers !other than the Seller)!the ‘Other em#ers’) gi'ing the details contained in the Selling +otice, reqiringeach of them to sell to the $roposed $rchaser or the +e% $roposed $rchaser at&ompletion all of their holdings of shares on the same terms as those contained in theSelling +otice.  1.5S#2ect to Article 1 . #elo%, each mem#er %ho is gi'en a &omplsory Sale +oticeshall sell all of his shares referred to in the &omplsory Sale +otice at the highest price for the same class per Selling Share to #e sold to the $roposed $rchaser or thene% $roposed $rchaser on &ompletion #y the Seller and on the terms set ot in theSelling +otice. 3or the a'oidance of do#t any shares held #y a +e% $roposed$rchaser shall not #e reqired to #e sold.1.4*he &omplsory Sale +otice may contain a pro'ision reqiring a Shareholder %hohas Ordinary Shares to enter into a ne% Ser'ice Agreement %ith the $roposed$rchaser or ne% $roposed $rchaser !%hich shall #e on sch terms as the $roposed$rchaser or ne% $roposed $rchaser may reqire, #t no %orse than his Ser'iceAgreement as at the date of the &omplsory Sale +otice) on &ompletion conditionalpon the sale and prchase of his Shares prsant to this Article 1 #eing completed.In the e'ent that the form of the ne% Ser'ice Agreement has #een ta#led not less 1days #efore &ompletion and the Shareholder has not signed this #y &ompletion thenthe condition to enter into sch a ne% Ser'ice Agreement contained in the&omplsory Sale +otice shall atomatically lapse and the price to #e paid for the Saleof the Shares of the rele'ant Ordinary Shareholder shall #e paid in instalments inaccordance %ith Article 1 ..1.3or the &omplsory Sale +otice to #e 'alid the price paya#le for the Shares of therele'ant Ordinary Shareholder althogh permitted ! solely in the circmstancesdescri#ed in Article 1 . a#o'e %here the Ser'ice Agreement has #een ta#led #t notsigned in accordance %ith Article 1 .4) to #e paid in instalments mst pro'ide for atleast 50 per cent of the consideration to #e paya#le on &ompletion and for the #alanceto #e paid in eqal instalmets on the first and second anni'ersaries of &ompletion.1.If any of the mem#er!s) !‘ the defalting em#er!s)’) fails to comply %ith the termsof a &omplsory Sale +otice gi'en to him, the &ompany shall #e constitted theagent of each 6efalting em#er for the sale of his shares in accordance %ith the&omplsory Sale +otice! together %ith all rights then attached thereto) and the6irectors may athori7e some person to e8ecte and deli'er on #ehalf of eachdefalting em#er the necessary transfer!s) and the &ompany may recei'e the prchase money in trst for each of the 6efalting em#ers and case the $roposed$rchaser or ne% $roposed $rchaser to #e registered as the holder of sch shares.*he receipt of the &ompany for the prchase money, prsant to sch transfers,shallconstitte a good and 'alid discharge to the $roposed $rchaser or ne% $roposed$rchaser! %ho shall not #e #ond to see to the application thereof) and after the$roposed $rchaser or ne% $roposed $rchaser has #een registered in prportede8ercise of the aforesaid po%ers of the 'alidity of the proceedings shall not #eqestioned #y any person. *he &ompany shall not pay the prchase money de to the6efalting mem#er!s) ntil he shall, in respect of the shares #eing the s#2ect of the&omplsory Sale +otice, ha'e deli'ered his share certificates or a sita#le indemnityand the necessary transfers to the &ompany. +o em#er shall #e reqired to comply  %ith a &omplsory Sale +otice nless the Seller shall sell the Selling Shares to the$roposed $rchaser or ne% $roposed $rchaser on &ompletion, s#2ect at all times tothe Seller #eing a#le to %ithdra% the Selling +otice at any time prior to &ompletion #y gi'ing notice to the &ompany to that effect, %herepon each &omplsory *ransfer  +otice. 1.9If at any time the holders of the ‘A’ Ordinary Shares representing 50 per cent of theEqity Shares are approached #y a prchaser ! ‘ the $roposed (siness $rchaser’)%ith a #ona fide offer on arm’s length terms to acqire the entire #siness,ndertaing and assets of the &ompany ! ‘(siness Offer’) and the ‘A’ OrdinaryShareholders representing 50 per cent of the Eqity Shares consent to and accept sch(siness Offer then they shall gi'e the holders of the ‘(’ Ordinary Shares and theOrdinary Shares not less than  days ad'ance notice of the (siness Offer totogether %ith details of the $roposed (siness $rchaser, the proposed price and the place , date and time of &ompletion #eing a date not less than  days from the dateof sch notification.1.10*he pro'isions of Article 1 . shall apply to the (siness Offer as if the term‘Offer’ %ere replaced %ith ‘(siness Offer’ and Seller %ere replaced %ith ‘A’Ordinary Shareholders.
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