Following Amalgamation 1 and Amalgamation 2, the Demerged Undertaking (as defined in the Scheme, comprising the hotels identified in the Scheme and hospitality asset platform of the Company and the development capabilities together with the assets, liabilities, permits, contracts and proceedings ('Demerged Undertaking') shall stand demerged to and vested in the Transferee Company ('Demerger'). In consideration for the demerger and transfer of the Demerged Undertaking, the Transferee Company shall issue and allot 20 (Twenty only) fully paid-up equity shares of INR 10 (Indian Rupees Ten) each of the Transferee Company, for every 311 (Three Hundred Eleven) equity shares of INR 10 (Indian Rupees Ten) each of the Company. Further, all the hotels amalgamated with or demerged into the Transferee Company will continue to be managed and operated by the Company under Hotel Operating Agreements and, the existing Hotel Operating Agreements with the Transferee Company and its subsidiaries shall be amended and/or restated, inter alia, to reflect the revised terms as detailed in the Scheme, and the Company shall refer new hotel acquisition or development opportunities to the Transferee Company and shall not pursue them if declined, except for hotel operations/franchise arrangements through third parties.