Shareholding Pattern. The shareholding pattern of the Company before and after the allotment of the New Subscription Securities to IITK, shall be as described in Schedule – “II”. SUBSCRIPTION TO THE NEW SUBSCRIPTION SECURITIES Subject to the terms of this Agreement and relying on the Warranties, on the Closing Date, IITK hereby jointly and severally agree to subscribe to, and the Company hereby agrees to allot and issue to IITK the New Subscription Securities at a pre-money valuation of INR [●] /- Indian Rupees [●]. IITK shall pay to the Company the New Subscription Amount in consideration of which the Company shall issue and allot to IITK, New Subscription Securities in accordance with Clause 6, based on different tranches. CONDITIONS PRECEDENT The obligation of IITK to subscribe to the New Subscription Securities is subject to the fulfilment (unless specifically waived in writing by IITK), in form and manner satisfactory to IITK, of the following conditions (“Conditions Precedent”): Completion of financial, business and legal due diligence exercise of the Company by IITK and resolution of all issues raised by IITK pursuant thereto; The Parties shall have obtained necessary corporate approvals, management approvals, third party approvals, legal approvals, appropriate Authorisations from the Governmental Authorities, in form and manner reasonable and necessary for consummation of the transactions contemplated herein. The Company and the Promoters have complied all the regulatory requirements of the Companies Xxx 0000 or any other Applicable Laws in India for the allotment of the New Subscription Securities to IITK. These requirement may include- Passing of Board Resolutions for the allotment of the New Subscription Securities to IITK, and wherever needed to convene a General Meeting and the Company shall have convened a General Meeting to pass the following resolutions the amendment of the existing Charter Documents to conform to the transaction documents to the satisfaction of the Parties, which resolution shall state that the amended Charter Documents shall be effective from the Closing Date The Company shall have increased its authorized capital, to include the issuance and allotment of the New Subscription Securities to IITK. The Company and the Promoters shall have ensured that all documents (offer letter, Share subscription Application etc.) required from the Company and the Promoters to be filed under applicable Law in respect of allotment of New Subscription Securities ...
Shareholding Pattern. PROMOTERS
Shareholding Pattern. Unless otherwise agreed between the Parties, they shall maintain a ratio of 51:49 amongst MFP and CGP respectively in the issued and paid up equity share capital of the Company.
Shareholding Pattern. Subject as elsewhere provided in this Agreement, the issued and paid-up share capital of the Company shall be held, directly or indirectly in the following manner: Essar: 49.03% CGP 48.96% JKF: 2.01%
Shareholding Pattern. After Investment by GSHS & Network18 and reorganization of Series B Preference Capital held by SAIF II Mauritius Company Limited and Network18 Holdings Limited Shareholder Instrument Conversion Amount (USD) Number of shares Price Per Share (USD) Fully Diluted Stake Face Value (USD) Network 18 Equity — 13,782,234 46,308,665* 0.2976 51.29 % USD 0.04 Preference A 1:1 1,000 2,500 0.4000 0.00 % USD 0.04 HSN ESOP Trust Equity — — 2,733,482** — 3.03 % USD 0.04 SAIF Preference A 1:1 20,893,587 27,697,528*** 0.7543 30.68 % USD 0.04 GSHS Preference G 1:1 18,529,160 13,542,728 1.3682 15.00 % USD 0.04 * includes 2,046,464 equity shares pending allotment to Network18 Holdings Limited ** reserved for XX00 XXX XXXX Trust *** includes 730,682 Series A Preference Shares to be allotted to SAIF II Mauritius Company Limited at par value SCHEDULE A VETO MATTERS
Shareholding Pattern. The Company and the Founders shall have certified to the Investor, the shareholding pattern of the Company prior to the Closing Date and after the Closing Date;
Shareholding Pattern. Subject to the provisions of this Agreement (including Clause 8.3):
Shareholding Pattern. The shareholding pattern of the Target Companies and the Target Group Subsidiary on Closing Date shall be as specified in SCHEDULE 5.
Shareholding Pattern. The shareholding pattern of the Company as of the Effective Date is as described in Part A of Schedule I. The shareholding pattern of the Company immediately after the allotment of the Series A Subscription Securities to the Investor on the First Closing Date, shall be as described in Part B of Schedule I. The shareholding pattern of the Company immediately after the allotment of the Series A1 Subscription Securities to the Investor on the Second Closing Date, shall be as described in Part C of Schedule I. SUBSCRIPTION TO THE INVESTOR SUBSCRIPTION SECURITIES Subject to the terms of this Agreement and relying on the Warranties, the Investor hereby agrees to subscribe to, and the Company hereby agrees, and the Promoters hereby agree to cause the Company, to allot and issue to the Investor, the Investor Subscription Securities, in the following manner: The Investor Series A Subscription Securities to the Investor (under Schedule 1 of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000) on the First Closing Date, in consideration for which the Investor shall pay the Series A Subscription Amount to the Company; and The Series A1 Subscription Securities to the Investor (under Schedule 1 of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000) on the Second Closing Date, in consideration for which the Investor shall pay the Series A1 Subscription Amount to the Company. CONDITIONS PRECEDENT
Shareholding Pattern. The Promoters (i) are the legal and beneficial owners of all the Equity Shares of the Company set out against their respective names in Schedule I; and (ii) have the right to exercise all voting and other rights over and in respect of such Equity Shares. The Equity Shares held by the Promoters, on the First Closing Date shall be comprising []% ([] percent) of the issued and allotted Share Capital of the Company on a Fully Diluted Basis, and have been properly, validly and legally issued, allotted or acquired and are each fully paid or credited as fully paid. The Equity Shares held by the Promoters, on the Second Closing Date shall be comprising []% ([] percent) of the issued and allotted Share Capital of the Company on a Fully Diluted Basis, and have been properly, validly and legally issued, allotted or acquired and are each fully paid or credited as fully paid. Other than the Equity Shares to be issued under the ESOP scheme of the Company, no person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, registration, sale or Transfer, amortisation or repayment of any share or loan capital or any other security giving rise to a right over, or an interest in, the capital of the Company under any option, agreement or other arrangement (including conversion rights and rights of pre-emption). There are no Encumbrances on the Equity Securities of the Company. The Equity Securities or other securities of the Company have not been and are not listed on any stock exchange or regulated market. There are no outstanding convertible instruments and/or warrants and/or preference shares or agreements for the subscription or purchase from the Company of any Equity Securities in the Share Capital or any securities convertible into or ultimately exchangeable or exercisable for any capital stock of the Company, including voting agreements which have been issued by the Company to any Person including the Promoters which can be converted into Equity Shares. The Company has not bought back, repaid or redeemed or agreed to buy back, repay or redeem any of the Equity Securities or otherwise reduce or agree to reduce its authorised or issued share capital or purchased any of its own Equity Securities or carried out any transaction having the effect of a share buy-back or reduction of Share Capital. The shareholding pattern of the Company, as specified in this Agreement, is true and accurate. SUBSCR...
