Mode of IPO. The Investor Super Majority and the Company shall in good faith consider proposing to the SFB Entity and approving a fresh issuance of equity shares/share equivalents or an offer for sale of existing equity shares/shares equivalents of the SFB Entity including, if so permitted by the SFB Entity, in consultation with the investment bankers and underwriters appointed by the SFB Entity (“Appointed Bankers”). In the event of a SFB Listing, subject to advice from the Appointed Bankers (if available), the Company shall ensure that, (i) of the total number of equity shares/share equivalents offered in the SFB Listing, at least thirty three percent (33%) of such equity shares/ share equivalents are offered through a process of offer for sale (“Offer For Sale Securities”) and, to the extent any Investor holds any equity shares/share equivalents of the SFB Entity (“SFB Investor”), each such Investor will have a right to sell upto its pro- rata share therein. Within twenty one (21) days of the meeting of the Board deciding to proceed with a SFB Listing, each of the SFB Investors shall send a written notice to the Company and the SFB Entity, which written notice shall provide the irrevocable intention of the SFB Investor to participate in the SFB Listing through the offer for sale process; the number of equity shares/ share equivalents of the SFB Entity proposed to be tendered by the SFB Investor (being no greater than its pro-rata share) together with their respective Affiliates. In the event that any SFB Investor decides not to tender in a SFB Listing to the full extent of its pro-rata entitlement, the other SFB Investors shall have the right to tender in an offer for sale such number of additional equity shares/ share equivalents of the SFB Entity on a pro-rata basis inter-se. The Company shall ensure the SFB Entity includes all such equity shares/ share equivalents of the SFB Investor(s) together with their Affiliates in the SFB Listing.
