Appendix - VIIA
DEED OF ADHERENCE
THIS DEED OF ADHERENCE is entered into on ___________ day of ___________
200_ between:
___________________________________, a company registered under the provisions
of the Companies Act, 1956 / Government of State of Uttar Pradesh, having its
registered office/office at _____________________ (hereinafter called the “Transferor”,
which shall include its Associates and successors; and
……………………., a company registered under the provisions of the Indian Companies
Act, 1956, having its registered office at ………………. (hereinafter called the
“Transferee or ………..” which expression shall include its successors; through its
…………………………., duly authorized in this behalf by way of a Board Resolution
dated …………………..; and
___________________________________, a company registered under the provisions
of the Companies Act, 1956, having its registered office at _____________________
(hereinafter called the “Company”, which shall include its successors); and
THE GOVERNOR OF UTTAR PRADESH, acting through and represented by the
Principal Secretary, Department of Tourism, Government of Uttar Pradesh (hereafter
referred to as the "Government" which expression shall include its successors.
RECITALS:
WHEREAS ……………….. and ………………….. had entered into a Shareholders
Agreement dated …………… (SHA) pursuant to purchase of 76% of the issued and paid
up capital of the Company from Government of Uttar Pradesh (GoUP). A copy of the
said SHA is annexed hereto as Annexure I.
WHEREAS the said SHA incorporates the terms and conditions of the inter se
relationship of the Shareholders and terms and conditions on which the management of
the Company would be organized;
AND WHEREAS …………… and …………… are Shareholders of the Company holding
………….. and ______ numbers of equity shares of face value of Rs……/- each
constituting ….%, and ….% of the issued, subscribed and the paid up capital of the
Company.
AND WHEREAS, it is a condition of Shareholders' Agreement, that each of the n