Walmart said in the filing.
Walmart notes that it may request Flipkart to issue additional shares with an aggregate purchase price of up to $3 billion, anytime in one year after the transaction close.
Walmart also mentioned no celebration would be responsible to pay a termination fee if a share issuance or invest in arrangement with Flipkart were also terminated.
Walmart added that no party will pay any termination fee to Flipkart if it does not go ahead with a share issuance or purchase agreement with the e-commerce firm.
This would be done at a valuation no less than that paid by Walmart under the share issuance agreement.
India's largest e-commerce company Flipkart's recent fundraise of $1. Walmart had reported an EPS of $3.28 in Fiscal 2018.
Walmart also provided some clarity on its plans to come out with an initial public offering (IPO) for Flipkart.
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Minority investors holding 60 percent of Flipkart's shares "acting together, may require Flipkart to effect an initial public offering" (IPO) four years after the close of the Walmart-Flipkart transaction, the Bentonville, Arkansas-based retailer said in a May 11 filing with the U.S. Securities and Exchange Commission.
Earlier this week, Walmart announced that it would buy 77% stake in Flipkart for $16 billion at a valuation of almost $21 billion. Flipkart board will have eight directors, down from ten.
"I would not speculate on when we would launch AmazonFresh but, absolutely, if you ask me the next five years of vision - from your avocados to your potatoes, and your meat to your ice cream - we'll deliver everything to you in two hours", Amit Agarwal, Amazon's India head, told Reuters last month. However, two board appointees of Walmart will be independent members, the filing noted. The right to buy additional stake is important as Softbank, one of Flipkart's largest shareholders with a 20% stake, has still not made a final decision to sell its holding because of tax reasons. This suggests that minority shareholders, with a combined stake of 13.8 per cent of the overall equity of Flipkart, may be able to block some transactions.
In case, SoftBank decides not to sell, Walmart would be left with about 55 per cent of Flipkart.
"Shareholders agreement would expire upon the consummation of the IPO, whether initiated by the board or the minority stockholders", it added.
Last week, all significant shareholders in Flipkart like Naspers, venture fund Accel Partners and eBay had confirmed they were selling their shares to Walmart. The right of first refusal for the minority shareholders will expire if Walmart owns 85 per cent of the outstanding Flipkart shares. "The number of directors may be increased to nine at any time, appointed by Walmart with the approval of a majority of the Flipkart directors and must be unaffiliated with Walmart", read the regulatory filing.