Holding Company shall at all times have the right to assign the rights, benefits and obligations of Holding Company under this Agreement and also convey, transfer and vest all the shares either than the Purchased Shares held by Holding Company in COMPANY together with all beneficial interest in such shares to any other entity or entities as GNCTD may from time to time designate (hereinafter called the 'Successor entity)' as a part of organisation or restructuring of electricity industry in the State or other wise as a part of reorganisation of share holding and /or interest held by GNCTD. Government corporations, companies and bodies corporate in the National Capital Territory of Delhi. Provided that such transfer of shares shall be only to the Government or a Government Company or a body Corporate owned of controlled by the Government

In case of assignment specified under Article 6.1 the term 'Holding Company referred to in this Agreement shall for all intent and purposes, mean an include such successor entity or entities as the Holding Company may designate and such successor entity or entities shall duly fulfill the obligators assumed by the Holding Company.

The assignment of the rights, benefits and obligations specified in Article 6.1 above shall not be deemed to be a transfer of shares by Holding Company within the meaning of Article X of the Shareholders Agreement and the parties hereby clarify that in the event of such assignment the successor entity shall be entitled to exercise the rights of Holding Company as the shareholder.

BSES shall not be entitled to assign the rights, benefits and/or obligations of this Agreement to any other person. PROVIDED THAT BSES after prior information to the Holding Company, acquire the Purchased shares in excess of 26 per cent of the total equity share capital of the COMPANY (as existing on the date of this Share Acquisition Agreement) in the name of any of the group companies of which BSES is a part. Further, to bring about improvements in the distribution system of the COMPANY, BSES can, after prior information to the Holding Company, assign a maximum of 5 percent of the total equity share capital of the COMPANY in favour of any other company which has relevant experience in the electricity sector. Provided that BSES shall procure an under taking from the other company that it will act along with BSES as a group shareholder. However, BSES shall hold at least 26 percent of the total share capital of the COMPANY in its name. Notwithstanding such acquisition of shares in the names of persons mentioned above, BSES shall continue to be responsible for due fulfillment of all the obligations of BSES as specified in this Agreement as if the shares in COMPANY other than shares held by Holding Company, were entirely held by BSES.

For the purpose of this agreement two bodies corporate will be considered as a part of the same group if one body corporate is a subsidiary or holding company of another or both the bodies corporate are subsidiaries of a third body corporate or the two bodies corporate are other wise to the satisfaction of Holding Company established to be under a common management. The companies and members in the Consortium who are short list or recognized before the Bid shall be deemed to be part of the group.