Common use of Exit Clause in Contracts

Exit. In the event (a) the IPO is not completed by the IPO Date; or (b) the draft red xxxxxxx prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and the Promoters shall provide their best efforts and support and shall use all efforts to facilitate a sale of all the Securities held by the the Purchaser, through a Secondary Sale. For avoidance of doubt, occurrence of an Exit Trigger Event under the Axis SPA, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One10 SPA II or the Ashoka SPA, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held by the Purchaser at a price and on terms acceptable to the Purchaser and the Secondary Sale shall be subject to the following conditions:

Exit. In the event (a) the IPO is not completed by the IPO Date; or (b) the draft red xxxxxxx prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and the Promoters shall provide their best efforts and support and shall use all efforts to facilitate a sale of all the Securities held by the the Purchaser, through a Secondary Sale. For avoidance of doubt, occurrence of an Exit Trigger Event under the Axis SPA, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One10 One9 SPA II or the Ashoka SPA, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held by the Purchaser at a price and on terms acceptable to the Purchaser and the Secondary Sale shall be subject to the following conditions:

Exit. In the event (a) the IPO is not completed by the IPO Date; or (b) the draft red xxxxxxx prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and the Promoters shall provide their best efforts and support and shall use all efforts to facilitate a sale of all the Securities held by the the Purchaser, through a Secondary Sale. For avoidance of doubt, occurrence of an Exit Trigger Event under the Axis SPA, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One10 SPA II or the Ashoka SPA360 One9 SPA II, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held by the Purchaser at a price and on terms acceptable to the Purchaser and the Secondary Sale shall be subject to the following conditions:

Exit. In the event (a) the IPO is not completed by the IPO Date; or (b) the draft red xxxxxxx prospectus is not filed by March 31, 2024; (c) the Board decides not to undertake the IPO; or (d) there is an event of default under the Facility Agreement (which has not been remedied in accordance with the Facility Agreement), or (e) there is any any fraud, gross negligence or willful misconduct on the part of the Seller, Promoters or Company in relation to the transactions contemplated under this Agreement as finally determined in accordance with Clause 10 of this Agreement, whichever is earlier (each, an “Exit Trigger Event”), the Company and the Promoters shall provide their best efforts and support and shall use all efforts to facilitate a sale of all the Securities held by the the Purchaser, through a Secondary Sale. For avoidance of doubt, occurrence of an Exit Trigger Event under the Axis SPA360 One9 SPA II, the 360 One10 SPA I, the 360 One9 SPA I, the 360 One10 SPA II or the Ashoka SPA, shall also be deemed to be an Exit Trigger Event under this Agreement. Notwithstanding anything to the contrary set out in the Articles; the Company and the Promoters shall arrange a third-party purchaser to purchase the Securities held by the Purchaser at a price and on terms acceptable to the Purchaser and the Secondary Sale shall be subject to the following conditions: