APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the Company and the Selling Shareholders shall, with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection to the Offer. 8.2 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independent. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee letter or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead Managers. 8.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries. 8.4 The Company and the Selling Shareholders agree that the Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement. 8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders. 8.6 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 2 contracts
Samples: Offer Agreement, Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 6.1 The Company and the Promoter Selling Shareholders Shareholder shall, in consultation with the consent of the Lead ManagersBRLMs, appoint relevant intermediaries (other than the Self Self-Certified Syndicate Banks, registered brokersRegistered Brokers, monitoring agenciesCollecting Depository Participants and RTAs) and other entities as are mutually acceptable to the Parties, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banksthe Escrow Collection Bank(s), escrow collection banksthe Refund Bank(s), refund banksthe Public Offer Account Bank(s), the Sponsor Bank, advertising agencies agencies, brokers and printers in connection to the Offerprinters.
8.2 6.2 The Parties, severally Company and not jointly, the Promoter Selling Shareholder agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Promoter Selling Shareholders Shareholder shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. Other than the listing fees which shall be borne solely by the Company, all costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses of any intermediary shall be paid by the Company and the Promoter Selling Shareholder in accordance with Applicable Law and the agreed terms with such intermediary. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead ManagersBRLMs.
8.3 6.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers BRLMs and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, the BRLMs shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall use best efforts to co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Promoter Selling Shareholders shall notShareholder acknowledge and agree that such intermediary, during the term of this Agreementbeing an independent entity, (i) appoint and not the BRLMs or their Affiliates), shall be fully and solely responsible for the performance of its duties and obligations.
6.4 Other than the listing fees which shall be borne solely by the Company, all costs, charges, fees and expenses that are associated with and incurred in connection with the Offer including, inter-alia, filing fees, book building fees and other charges, fees and expenses of the SEBI, the Stock Exchanges, the Registrar of Companies and any other book running lead managers or co-book running lead managersGovernmental Authority, syndicate members in relation advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining Indian and international legal counsel to the BRLMs, fees and expenses of the statutory auditors, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members, Self Certified Syndicate Banks, other Designated Intermediaries and any other consultant, advisor or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters third party in connection with the Offer; provided, however, the Lead Managers Offer shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed borne by the Company or and the Promoter Selling ShareholdersShareholder in proportion to the number of Equity Shares issued and/or transferred by the Company and the Promoter Selling Shareholder in the Offer, respectively.
8.6 6.5 The Company acknowledges and takes the Promoter Selling Shareholder acknowledge and take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations) and including the UPI mechanism in accordance with UPI Circulars), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out in the Offer Documents. The Company and the Promoter Selling Shareholder undertake that they shall pay the BRLMs within 2 (two) days of receiving an intimation from them, for any liabilities for delay or will be failure in unblocking of ASBA funds by XXXXx or non-performance of roles by the Registrar to the Offer and/or the SCSBs as set out in the Offer DocumentsSEBI circulars dated March 16, 2021, March 31, 2021 and June 2, 2021, in the manner prescribed under Clause 3.77 or as mutually agreed between the Company and the Promoter Selling Shareholder, in consultation with the BRLMs.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the Company and the Promoter Selling Shareholders Shareholder shall, with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, brokers and collecting depository participants) or other persons including the Registrar to the Offer, monitoring agencies, sponsor banks, escrow collection banks, refund banks, Syndicate members, refund banks, advertising agencies and printers in connection to the Offer.
8.2 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independentregulations. Whenever required, the Company and the Promoter Selling Shareholders Shareholder shall, in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee letter or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead Managers.
8.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- co-operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Promoter Selling Shareholders agree Shareholder agrees that the Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary appointed in respect of the Offer and such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
8.6 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Promoter Selling Shareholder shall not, during the term of this Agreement, appoint any other global coordinator, lead manager, co-manager, syndicate member or other advisor in relation to the Offer without the prior written consent of the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Promoter Selling Shareholder from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer. However, the Lead Managers and their respective Affiliates shall not be liable in any manner whatsoever for any acts or omissions of any other advisor appointed by the Company or the Promoter Selling Shareholder.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 10.1 The Company and and/ or the Selling Shareholders shall, shall in consultation with the consent of the Book Running Lead Managers, Manager appoint other intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including persons, such as the Registrar Registrar, Bankers to the Offer, sponsor banks, escrow collection banks, refund banksRefund Banks, advertising agencies and printers in connection to the Offer.
8.2 The Partiesagencies, severally and not jointly, agree that any intermediary who is appointed shallMonitoring Agency, if applicable, and printers of the Offer Documents, application forms, Allotment Advices, Allotment letters, certificates for the Equity Shares, refund orders or any other instruments, circulars or advices (collectively, ‘Intermediaries’ and individually as an ‘Intermediary’). Further, it is agreed that the Book Running Lead Manager may, at its sole discretion, enter into an agreement with a sub-syndicate member in relation to the Offer. The Parties agree that any Intermediary who is appointed shall be registered registered, if required, with SEBI where applicable under the relevant applicable SEBI rules, guidelines and regulations and should be independent. regulations, or guidelines.
10.2 Whenever required, the Company and the Selling Shareholders shall, in consultation with the Book Running Lead ManagersManager, enter into a legally binding memorandum of understanding and, or fee letter or engagement letter agreement with the concerned intermediary Intermediary associated with the Offer, clearly setting forth out their mutual rights, responsibilities and obligations. A The certified true copy copies of such executed memorandum of understanding and, or fee letter or engagement letter agreement shall be furnished to the Book Running Lead ManagersManager. It is agreed between all Parties that the Self Certified Syndicate Bank(s) shall be deemed to be intermediaries, without any agreement being required to be executed in writing with such Self Certified Syndicate Bank(s), in accordance with Applicable Law.
8.3 10.3 The Company shall not, directly or indirectly, engage or associate with any other agency to carry out any part of the service agreed to be performed by the Book Running Lead Manager without consulting the Book Running Lead Manager. The fees to such agencies, if appointed, shall be payable by the Company and the Selling Shareholders shall, directly and the Book Running Lead Manager shall not be liable or responsible therefor.
10.4 The Book Running Lead Manager shall have no liability with respect to acts or omissions of any Intermediary except to the extent permissible under of fraud, willful misconduct or gross negligence on the terms part of the respective agreements with Book Running Lead Manager. The Parties acknowledge that any such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other intermediaryIntermediary, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; provided, however, that the Lead Managers shall co-ordinate .
10.5 All costs and expenses relating to the extent required Offer, including road shows, accommodation and travel expenses and all fees and expenses to be paid to Intermediaries including legal fees and expenses shall be paid by law the Company and the Selling Shareholders as per the appointment or any agreements, the activities engagement letters of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagementsuch Intermediaries.
8.5 10.6 The Book Running Lead Managers Manager shall be the exclusive book running lead managers manager in respect of the Offer, subject to terms of this Offer Agreement and the Engagement Letter. The Company and the Selling Shareholders shall not, during the term of this Offer Agreement, (i) appoint any other book running lead managers advisor or co-book running lead managers, syndicate members Book Running Lead Manager in relation to the Offer without the prior written consent of such the Book Running Lead Managers who are a Party to Manager.
10.7 The Company represents that except for this Offer Agreement, any Syndicate Agreement (other than a and any Underwriting Agreement that the Company may enter into with the Book Running Lead Manager with respect and other Syndicate Members, there are no contracts, agreements or understandings between the Company and any person that would give rise to whom this Agreement has been terminated, if any), a valid claim against the Company or (ii) appoint any the Book Running Lead Manager for a brokerage commission or other advisor (not being like payment in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation connection with the Lead Managers. Offer.
10.8 Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors advisers or parties as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; providedOffer subject to such entities issuing the customary opinions, howeveras may be required by the Book Running Lead Manager. However, the Book Running Lead Managers Manager shall not be liable in any manner whatsoever for the acts or omissions actions of any other advisors (including those appointed pursuant to their written consent) or parties appointed by the Company or the Selling Shareholders.
8.6 10.9 The Company acknowledges and takes the Selling Shareholders, severally and not jointly, acknowledge and take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks Bank(s) for the purpose purposes of the Application Supported by Blocked Amount any ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokersRegistered Brokers, collecting depository participants and collecting registrar and transfer agents RTAs, CDPs, Syndicate Members for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 6.1 The Company and the Promoter Selling Shareholders Shareholder shall, in consultation with the consent of the Lead ManagersBRLMs, appoint relevant intermediaries (other than the Self Self-Certified Syndicate Banks, registered brokersRegistered Brokers, monitoring agenciesCollecting Depository Participants and RTAs) and other entities as are mutually acceptable to the Parties, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banksthe Escrow Collection Bank(s), escrow collection banksthe Refund Bank(s), refund banksthe Public Offer Account Bank(s), the Sponsor Bank, industry experts and any other experts as required, advertising agencies agencies, brokers, printers, practising company secretary, independent chartered accountant and printers in connection Syndicate Members.
6.2 The Company and the Promoter Selling Shareholder shall instruct all intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank, advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and shall make best efforts to include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company Entities and the Promoter Selling Shareholder.
8.2 6.3 The Parties, severally Company and not jointly, the Promoter Selling Shareholder agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Promoter Selling Shareholders Shareholder shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. All costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses of any intermediary shall be paid by the Company and the Promoter Selling Shareholder in accordance with Applicable Law and the agreed terms with such intermediary. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead ManagersBRLMs.
8.3 6.4 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers BRLMs and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, the BRLMs shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall use best efforts to co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Promoter Selling Shareholders shall notShareholder acknowledge and agree that such intermediary, during the term of this Agreementbeing an independent entity, (i) appoint and not the BRLMs or their Affiliates), shall be fully and solely responsible for the performance of its duties and obligations.
6.5 All costs, charges, fees and expenses that are associated with and incurred in connection with the Offer including, inter-alia, filing fees, book building fees and other charges, fees and expenses of the SEBI, the Stock Exchanges, the Registrar of Companies and any other book running lead managers or co-book running lead managersGovernmental Authority, syndicate members in relation advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining Indian and international legal counsel to the BRLMs, fees and expenses of the statutory auditors, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members, Self Certified Syndicate Banks, other Designated Intermediaries and any other consultant, advisor or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters third party in connection with the Offer; provided, however, the Lead Managers Offer shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed borne by the Company or and the Promoter Selling ShareholdersShareholder in proportion to the number of Equity Shares issued and/or transferred by the Company and the Promoter Selling Shareholder in the Offer, respectively.
8.6 6.6 The Company acknowledges and takes the Promoter Selling Shareholder acknowledge and take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out in the Offer Documents. The Company and the Promoter Selling Shareholder undertake that they shall pay the BRLMs within 2 (two) days of receiving an intimation from them, for any liabilities for delay or will be failure in unblocking of ASBA funds by SCSBs or non-performance of roles by the Registrar to the Offer and/or the SCSBs as set out in the Offer DocumentsSEBI circulars dated March 16, 2021, March 31, 2021 and June 2, 2021, in the manner prescribed under Section 3.77 or as mutually agreed between the Company and the Promoter Selling Shareholder, in consultation with the BRLMs.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 10.1 Subject to Applicable Law, the Company and the Selling Shareholders shallCompany, in consultation with the consent of the Book Running Lead Managers, shall appoint intermediaries (other than the Self Certified Syndicate BanksRegistered Brokers, registered brokers, monitoring agencies, Registrar and collecting depository participantsShare Transfer Agents and Collecting Depository Participant) or other persons including the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection to the Offer.sponsor
8.2 10.2 The Parties, severally and not jointly, Parties agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines guidelines, and regulations and should be independentregulations. Whenever required, the Company and the Selling Shareholders shall, (if applicable) shall in consultation with the Book Running Lead Managers, enter into a legally binding memorandum of understanding or fee letter or engagement letter Fee Letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter Fee Letter shall be furnished to the Book Running Lead ManagersManagers by the Company.
8.3 10.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banksBankers to the Offer, advertising agencies and printers to follow, co- co-operate and comply with the instructions of the Book Running Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 10.4 The Company and the Selling Shareholders Shareholders, severally and not jointly, agree that the Book Running Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; provided, however, that the Book Running Lead Managers shall co-ordinate to the extent required by law Applicable Law or any agreementsagreements to which they are a party, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 10.5 The Book Running Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) Agreement appoint any other book running lead managers or co-book running lead managers, syndicate members or advisor in relation to the Offer Offer, or in connection with any pre-IPO placement of Equity Shares, without the prior written consent of such Book Running Lead Managers who are a Party to this Agreement (other than a Book Running Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders Shareholders, severally and not jointly, in their sole discretion, from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Book Running Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 10.6 In addition, and without limiting the foregoing, during the term of this Agreement, the Company and the Selling Shareholders will not engage any other party to perform any services or act in any capacity for which the Book Running Lead Managers have been engaged pursuant to this Agreement with respect to any potential transaction without the prior written approval of the Book Running Lead Managers. In the event that the Company and/or the Selling Shareholders wish to appoint any additional book running lead manager for the Offer, the compensation or fee payable to such additional manager shall be in addition to the compensation contained in the Fee Letter, except when such additional manager is appointed in replacement of an existing Book Running Lead Manager whose services have been terminated for any reason whatsoever.
10.7 The Company acknowledges and takes the Selling Shareholders, severally and not jointly, acknowledge and take cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), ) as well as with the registered brokersRegistered Brokers, collecting depository participants Collecting Depository Participants and collecting registrar Registrar and transfer agents Transfer Agents, for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 5.1 The Company and the Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLM, appoint intermediaries (other than the Self Certified Syndicate Banks) and other entities as are mutually acceptable to the Parties, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the OfferIssue, sponsor banksmonitoring agency, escrow collection banks, refund banks, advertising agencies and printers in connection the Bankers to the OfferIssue, the Escrow Collection Banks, Refund Banks, Public Issue Account Banks, Advertising Agency, the Credit Rating Agencies, Printer and Brokers.
8.2 5.2 The Parties, severally and not jointly, Parties agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead ManagersBRLM, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the OfferIssue, clearly setting forth their mutual rights, responsibilities and obligations. All costs, charges, fees and expenses relating to the Issue, including road show, accommodation and travel expenses and fees and expenses paid by the Company to any of the intermediaries shall be paid as per the agreed terms with such intermediaries. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement shall promptly be furnished to the Lead ManagersBRLM.
8.3 5.3 The Company BRLM and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers and their respective its Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Issue. However, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers BRLM shall co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company acknowledges and agrees that any such intermediary, being an independent entity and not the Selling Shareholders BRLM or its Affiliates, shall notbe fully and solely responsible for the performance of its duties and obligations.
5.4 The Parties agree and acknowledge that the terms of appointment of any of the intermediaries including lead manager, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managersmanager, syndicate members member or other advisor in relation to the Offer without the prior written consent of Issue shall be negotiated separately with such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), entities and shall not affect or (ii) appoint have any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation bearing on fees payable to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling ShareholdersBRLM.
8.6 5.5 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount any ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the OfferIssue, as set out or will be set out in the Offer Issue Documents.
Appears in 1 contract
Samples: Issue Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 10.1 Subject to Applicable Law, the Company and the Selling Shareholders shallCompany, in consultation with the consent of the Lead Managers, shall appoint intermediaries (other than the Self Certified Syndicate BanksRegistered Brokers, registered brokers, monitoring agencies, Registrar and collecting depository participantsShare Transfer Agents and Collecting Depository Participant) or other persons including the Registrar to the Offer, sponsor banks, escrow collection banks, refund banksbanker(s), public offer bank, monitoring agency(ies), advertising agencies agencies, brokers, syndicate members and printers in connection as are mutually agreeable to the OfferParties.
8.2 10.2 The Parties, severally and not jointly, Parties agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independentregulations. Whenever required, the Company and the Selling Shareholders shall, (if applicable) shall in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee letter or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead ManagersManagers by the Company and where applicable, the Selling Shareholders.
8.3 10.3 The Company and the Selling Shareholders shall, severally, to the extent permissible under the terms of the respective agreements with such intermediaryintermediaries, instruct all intermediaries, including the Registrar to the Offer, the sponsor banksEscrow Collection Bank(s), escrow collection banksthe Sponsor Bank, refund banksthe Refund Bank(s), the Public Offer Account Bank(s), advertising agencies agencies, printers, bankers and printers brokers to follow, co- operate and comply with follow the instructions of the Lead Managers (where applicable and agreed under the respective agreements, in consultation with the Company and shall make best efforts to include a provision to that effect in the respective agreements with such intermediaries.
8.4 10.4 The Company and the Selling Shareholders Shareholders, severally and not jointly, agree that the Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; provided, however, that the Lead Managers shall co-ordinate to the extent required by law Applicable Law or any agreementsagreements to which they are a party, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 10.5 All costs, charges, fees and expenses, including road show, accommodation and travel expenses and fees and expenses paid to any of the intermediaries in relation to the Offer, shall be paid as per the engagement letters with such intermediaries and in compliance with Applicable Law.
10.6 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) Agreement appoint any other book running lead managers or co-book running lead managers, syndicate members or advisor in relation to the Offer Offer, or in connection with any pre-IPO placement of Equity Shares without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any). Subject to applicable provisions of this Agreement, or (ii) appoint any other advisor (not being nothing contained in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein this Clause 10.6 shall be interpreted to prevent the Company and the Selling Shareholders Shareholders, severally and not jointly, in their sole discretion, from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 10.7 In addition, and without limiting the foregoing, during the term of this Agreement, the Company will not engage any other party to perform any services or act in any capacity for which the Managers have been engaged pursuant to this Agreement with respect to any potential transaction without the prior written approval of the Managers.
10.8 The Company acknowledges and takes the Selling Shareholders, severally and not jointly, acknowledge and take cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), ) as well as with the registered brokersRegistered Brokers, collecting depository participants Collecting Depository Participants and collecting registrar Registrar and transfer agents Transfer Agents, for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the
7.1 The Company and the Selling Shareholders shallShareholders, in consultation with the consent of the Book Running Lead Managers, shall appoint intermediaries (other than the Self Certified Syndicate BanksSCSBs, registered brokersRegistered Brokers, monitoring agenciesCollecting DPs and Collecting RTAs) and other entities as are mutually acceptable to the Parties and in accordance with Applicable Law, and collecting depository participants) or other persons including such as the Registrar to the Offer, sponsor banks, escrow collection banks, refund banksBankers to the Offer (including the Sponsor Bank), advertising agencies agencies, industry experts and printers in connection to the Offerany other experts as required, printers, brokers, practising company secretary, independent chartered accountant and Syndicate Members.
8.2 7.2 The Parties, severally Company and not jointly, each of the Selling Shareholders agree that any intermediary who that is appointed shall, if applicablerequired, be registered with SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders Shareholders, as applicable, shall, in consultation with the Book Running Lead Managers, enter into a legally binding memorandum of understanding or fee letter understanding, agreement or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. For the avoidance of doubt, it is acknowledged that such intermediary so appointed shall be solely responsible for the performance of its duties and obligations. All costs, charges, fees and expenses relating to the Offer, including any road show, accommodation and travel expenses and fees and expenses paid by the Company to any of the intermediaries shall be paid as per the agreed terms with such intermediaries and in accordance with the provisions of Clause 18 (Fees and Expenses) and Applicable Law. A certified true copy of such executed memorandum of understanding or fee letter understanding, agreement or engagement letter shall shall, without any delay, be furnished by the Company to the Book Running Lead Managers.
8.3 7.3 The Company and the Selling Shareholders shallShareholders, to the extent permissible under the terms of the respective agreements with such intermediaryseverally and not jointly, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies acknowledge and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Book Running Lead Managers and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Book Running Lead Managers shall co-ordinate coordinate, to the extent required by law Applicable Law, or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term each of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders., severally and not jointly, acknowledge and agree that any such intermediary (and not the Book Running Lead Managers or their Affiliates), shall be fully and solely responsible for the performance of its duties and obligations;
8.6 7.4 The Company acknowledges and takes each of the Selling Shareholders, severally and not jointly, acknowledge and take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokersRegistered Brokers, collecting depository participants Collecting DPs and collecting registrar and transfer agents Collecting RTAs for the purpose purposes of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the Company and the Selling Shareholders shall, with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection to the Offer.
8.2 10.1 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independent. Whenever required, the Company and the Selling Shareholders Bank shall, in consultation with the Lead ManagersManager, appoint the intermediaries or such other persons as required in connection with Issue, such as the Registrar to the Issue, banker to the Issue,, advertising agencies and printer (collectively, “Intermediaries” and individually as an “Intermediary”). Fees payable to the Intermediaries shall be payable by the Bank in accordance with the appointment or engagement letters of such Intermediaries and the Lead Manager shall not be responsible for the payment of any fees or expenses of any Intermediary.
10.2 The Parties agree that any Intermediary who is appointed shall be registered with SEBI, where applicable under the applicable regulations issued by SEBI from time to time
10.3 Whenever required, the Bank shall, in consultation with the Lead Manager, enter into a legally binding memorandum of understanding or fee letter or engagement letter agreement with the concerned intermediary Intermediary associated with the OfferIssue, clearly setting forth out their mutual rights, responsibilities and obligations. A certified Certified true copy copies of such executed memorandum of understanding or fee letter or engagement letter agreement shall be furnished to the Lead ManagersManager.
8.3 10.4 The Company Bank shall not, directly or indirectly, engage or associate with any other agency to carry out any part of the service agreed to be performed by the Lead Manage without consulting the Lead Manage. Fees and expenses due to such agencies, if appointed, shall be payable by the Bank directly and the Selling Shareholders shallLead Manage shall not be liable or responsible therefore.
10.5 All cost and expenses relating to the Issue shall be borne by the Bank, unless otherwise mutually agreed between the Parties.
10.6 The Lead Manager shall have no liability with respect to acts or omissions of any Intermediary, however the Lead Manager shall co-ordinate, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offerrequired by Applicable Law, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers activities of all the intermediaries in order to follow, co- operate and comply with facilitate the instructions of the Lead Managers and shall include a provision to performance. The Parties acknowledge that effect in the respective agreements with any such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other intermediaryIntermediary, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; provided, however, that the Lead Managers shall co-ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted in this clause will seek to prevent limit or diminish the Company and of the Selling Shareholders from retaining legal counsel or Lead Manager against such other advisors as Intermediary, which may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth available under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer DocumentsApplicable Laws.
Appears in 1 contract
Samples: Issue Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the The Company and the Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLMs, appoint relevant intermediaries (other than the Self Certified Syndicate Banks) and other entities as are mutually acceptable to the Parties, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banksthe Escrow Collection Bank(s), escrow collection banksthe Refund Bank(s), refund banksthe Public Offer Account Bank(s), the Sponsor Bank, advertising agencies agencies, brokers and printers in connection to the Offerprinters.
8.2 The Parties, severally Company and not jointly, the Selling Shareholders agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. All costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses of any intermediary shall be paid by the Company and the Selling Shareholders in accordance with Applicable Law and the agreed terms with such intermediary. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead ManagersBRLMs.
8.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers BRLMs and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers BRLMs shall co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders acknowledge and agree that such intermediary (and not the BRLMs or their Affiliates), shall notbe fully and solely responsible for the performance of its duties and obligations.
8.4 All costs, during charges, fees and expenses that are associated with and incurred in connection with the term Offer including, inter-alia, filing fees, book building fees and other charges, fees and expenses of this Agreementthe SEBI, (i) appoint the Stock Exchanges, the Registrar of Companies and any other book running lead managers or co-book running lead managersGovernmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Company and the Indian to the BRLMs, fees and expenses of the statutory auditors, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members members, Self Certified Syndicate Banks, other Designated Intermediaries and any other consultant, advisor or third party in relation to connection with the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent borne by each of the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence in proportion to the number of Equity Shares issued and/or transferred by each of the Company and related matters the Selling Shareholders in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the respectively.
8.5 The Company or and the Selling Shareholders.
8.6 The Company acknowledges Shareholders acknowledge and takes take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR RegulationsRegulations and including the UPI mechanism in accordance with relevant circulars issued by SEBI), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 10.1 The Company and the Selling Shareholders shall, with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection to the Offer.
8.2 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independent. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead ManagersManager, appoint the intermediaries or such other persons as required in connection with Issue, such as the Registrar to the Issue, banker to the Issue, the monitoring agency, advertising agencies and printer (collectively, “Intermediaries” and individually as an “Intermediary”). Fees payable to the Intermediaries shall be payable by the Company in accordance with the appointment or engagement letters of such Intermediaries and the Lead Manager shall not be responsible for the payment of any fees or expenses of any Intermediary.
10.2 The Parties agree that any Intermediary who is appointed shall be registered with SEBI, where applicable, under the applicable regulations issued by SEBI from time to time.
10.3 Whenever required, the Company shall, in consultation with the Lead Manager, enter into a legally binding memorandum of understanding or fee letter or engagement letter agreement with the concerned intermediary Intermediary associated with the OfferIssue, clearly setting forth out their mutual rights, responsibilities and obligations. A certified Certified true copy copies of such executed memorandum of understanding or fee letter or engagement letter agreement shall be furnished to the Lead ManagersManager.
8.3 10.4 The Company shall not, directly or indirectly, engage or associate with any other agency to carry out any part of the service agreed to be performed by the Lead Manager without consulting the Lead Manager. Fees and expenses due to such agencies, if appointed, shall be payable by the Company directly and the Selling Shareholders shallLead Manager shall not be liable or responsible thereof.
10.5 All cost and expenses relating to the Issue including listing fees, costs relating to road shows (if any), hotel and travel expenses of Company’s personnel and fees and expenses paid to any Intermediaries or other agencies legal counsel to the Issue shall be borne by the Company.
10.6 The Lead Manager shall have no liability with respect to acts or omissions of any Intermediary, however the Lead Manager shall co-ordinate, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offerrequired by Applicable Law, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers activities of all the Intermediaries in order to follow, co- operate and comply with facilitate the instructions of the Lead Managers and shall include a provision to performance. The Parties acknowledge that effect in the respective agreements with any such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other intermediaryIntermediary, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; provided, however, that the Lead Managers shall co-ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Issue Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 6.1 The Company and the Selling Shareholders shall, shall in consultation with the consent of the Lead ManagersBRLMs, appoint intermediaries (other than the Self Certified Syndicate Banks) and other entities as are mutually acceptable to the Parties, registered brokers, monitoring agencies, and collecting depository participants) or other persons including such as the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection Bankers to the Offer/Escrow Collection Banks, Sponsor Bank, Refund Bank(s), advertising agencies, practicing company secretaries, printers, brokers and Syndicate Members.
8.2 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independent. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee letter or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead Managers.
8.3 6.2 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banksBankers to the Offer, escrow collection banksthe Escrow Collection Banks, refund banksSponsor Bank, Refund Banks, Public Offer Banks, advertising agencies agencies, credit rating agencies, printers, bankers and printers brokers to follow, co- operate and comply with follow the instructions of the Lead Managers BRLMs and shall make best efforts to include a provision to that effect in the respective agreements with such intermediaries.
8.4 6.3 The Parties severally agree that any intermediary that is appointed shall, if required, be registered with SEBI under the applicable SEBI rules, regulations and guidelines. Whenever required, the Company and the Selling Shareholders agree Shareholders, as applicable, shall, in consultation with the BRLMs, enter into a memorandum of understanding, agreement or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. For avoidance of doubt, it is acknowledged that the Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission each of any other such intermediary and such other intermediary, being an independent entity, so appointed shall be fully and solely responsible for the performance of their its duties and obligations; provided. A certified true copy of such executed memorandum of understanding, howeveragreement or engagement letter shall promptly be furnished by the Company to the BRLMs.
6.4 The BRLMs and their respective Affiliates shall not, that directly or indirectly, be held responsible for any act or omission of any intermediary appointed in respect of the Lead Managers Offer. However, the BRLMs shall co-ordinate coordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the relevant intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall notShareholders, during severally and not jointly, acknowledge and agree that any such intermediary, being an independent entity and not the term of this AgreementBRLMs or their Affiliates, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent fully and solely responsible for the performance of its duties and obligations.
6.5 The Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence severally and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company jointly acknowledges and takes take cognizance of the deemed agreement agreements of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokersRegistered Brokers, collecting depository participants Collecting DPs and collecting registrar and transfer agents Collecting RTAs for the purpose purposes of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable LawLaws, the Company and the Selling Shareholders shallShareholders, in consultation with the consent of the Book Running Lead Managers, shall appoint intermediaries (other than the Self Certified Syndicate BanksSCSBs, registered brokersRegistered Brokers, monitoring agenciesCollecting DPs and Collecting RTAs) and other entities as are mutually acceptable to the Parties and in accordance with Applicable Law, and collecting depository participants) or other persons including such as the Registrar to the Offer, sponsor banks, escrow collection banks, refund banksBankers to the Offer (including the Sponsor Bank), advertising agencies agencies, industry experts and printers in connection to the Offerany other experts as required, printers, brokers, practising company secretary, independent chartered accountant and Syndicate Members.
8.2 The Parties, severally Company and not jointly, each of the Selling Shareholders agree that any intermediary who that is appointed shall, if applicablerequired, be registered with SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders Shareholders, as applicable, shall, in consultation with the Book Running Lead Managers, enter into a legally binding memorandum of understanding or fee letter understanding, agreement or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead Managers.
8.3 The Company and the Selling Shareholders shall, subject to the extent permissible under the terms of the respective agreements with such intermediaryrelevant agreements, instruct all intermediaries, including the Registrar to the Offer, Share Escrow Agent, Bankers to the sponsor banks, escrow collection banks, refund banksOffer (including the Sponsor Bank), advertising agencies agencies, printers, brokers and printers Syndicate Members, to follow, co- operate and comply with the instructions of the Book Running Lead Managers Managers, and shall include a provision to that effect in where applicable and agreed under the respective agreements agreements, in consultation with the Company and/or the Selling Shareholders as applicable. For the avoidance of doubt, it is acknowledged that such intermediary so appointed shall be solely responsible for the performance of its duties and obligations. All costs, charges, fees and expenses relating to the Offer, including any road show, accommodation and travel expenses and fees and expenses paid by the Company to any of the intermediaries shall be paid as per the agreed terms with such intermediariesintermediaries and in accordance with the provisions of Clause 19 (Fees and Expenses) and Applicable Law. A certified true copy of such executed memorandum of understanding, agreement or engagement letter shall, without any delay, be furnished by the Company to the Book Running Lead Managers.
8.4 8.3 The Company and the Selling Shareholders Shareholders, severally and not jointly, acknowledge and agree that the Book Running Lead Managers and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Book Running Lead Managers shall co-ordinate coordinate, to the extent required by law Applicable Law, or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term each of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders., severally and not jointly, acknowledge and agree that any such intermediary (and not the Book Running Lead Managers or their Affiliates), shall be fully and solely responsible for the performance of its duties and obligations;
8.6 8.4 The Company acknowledges and takes each of the Selling Shareholders, severally and not jointly, acknowledge and take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokersRegistered Brokers, collecting depository participants Collecting DPs and collecting registrar and transfer agents Collecting RTAs for the purpose purposes of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 6.1 The Company and the Promoter Selling Shareholders Shareholder (to the extent it is required to appoint any intermediary) shall, in consultation with the consent of the Lead ManagersBRLMs, appoint relevant intermediaries (other than the Self Certified Syndicate BanksBanks Registered Brokers, registered brokersCollecting Depository Participants and RTAs) and other entities as are mutually acceptable to the Parties, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banksthe Escrow Collection Bank(s), escrow collection banksthe Refund Bank(s), refund banksthe Public Offer Account Bank(s), the Sponsor Bank(s), monitoring agency, advertising agencies agencies, brokers and printers printers, in connection to the Offeraccordance with Applicable Law.
8.2 6.2 The Parties, severally Company and not jointly, the Promoter Selling Shareholder agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Promoter Selling Shareholders Shareholder (to the extent it is required to appoint any intermediary) shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead ManagersBRLMs.
8.3 6.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers BRLMs and their respective Affiliates shall not be not, directly or indirectly indirectly, be held liable or responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, the BRLMs shall be fully and solely responsible for the performance of use their duties and obligations; provided, however, that the Lead Managers shall best efforts to co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Promoter Selling Shareholders shall notShareholder acknowledge and agree that each such intermediary, during being an independent entity (and not the term of this Agreement, (i) appoint any other book running lead managers BRLMs or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if anytheir Affiliates), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent fully and solely responsible for the performance of its respective duties and obligations.
6.4 The Company and the Promoter Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence Shareholder acknowledge and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 7.1 The Company and the Promoter Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLMs, appoint intermediaries (other than the Self Certified Syndicate Banks) and other entities as are mutually acceptable to the Parties, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor bankssyndicate members, escrow collection banksthe Escrow Collection Banks, refund banksRefund Banks, Public Offer Account Banks, the Sponsor Bank, monitoring agency, advertising agencies and agencies, practicing company secretaries, practising architects, lawyers, printers in connection to the Offerand/or brokers.
8.2 7.2 The Parties, severally and not jointly, Parties agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Promoter Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. All costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses shall be borne and paid in accordance with Section 2.6 to any of the intermediaries as per the agreed terms with such intermediaries. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement shall promptly be furnished by the Company to the Lead ManagersBRLMs.
8.3 7.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers BRLMs and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers BRLMs shall co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect . Each of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Promoter Selling Shareholders from retaining legal counsel Shareholders, severally and not jointly, acknowledge and agree that any such intermediary, being an independent entity and not the BRLMs or such other advisors as may their Affiliates, shall be required for taxation, accounts, legal matters, employee matters, due diligence fully and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever solely responsible for the acts or omissions performance of any advisors (including those appointed pursuant to their written consent) appointed by its duties and obligations.
7.4 Each of the Company or and the Promoter Selling Shareholders.
8.6 The Company , severally and not jointly, acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount any ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the The Company and the Selling Shareholders shall, shall with the consent of the Lead ManagersBRLMs and the Selling Shareholders (where applicable) shall with the written consent of the BRLMs, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, monitoring agency, advertising agencies agencies, brokers and printers in connection to the Offer. Please note that for the purposes of this clause, it is deemed that the BRLMs have already provided ‘written consents’ for the appointment of the Registrar to Offer, appointed pursuant to the Registrar Agreement and the Service Provider appointed to the Service Provider Agreement.
8.2 The PartiesCompany and each of the Selling Shareholders, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independentregulations. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee engagement letter or engagement fee letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee engagement letter or engagement fee letter shall be furnished to the Lead ManagersBRLMs.
8.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediaryintermediary and subject to Applicable Law, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banksBankers to the Offer, advertising agencies and printers to follow, co- co-operate and comply with the instructions of the Lead Managers BRLMs and where applicable and agreed under the respective agreements, in consultation with the Company and/or the Selling Shareholders as applicable, and shall include a provision to that effect in the respective agreements with such intermediaries. Each Selling Shareholder, to the extent that it is a party to the agreements with any intermediaries in relation to the Offer, shall instruct all such intermediaries to comply with the instructions of the BRLMs and where applicable and agreed under the respective agreements, in consultation with the Company and/or the Selling Shareholders as applicable, as required in connection with the sale and transfer of its respective portions of the Offered Shares and where applicable and agreed under the respective agreements.
8.4 The Company and the Selling Shareholders Shareholders, severally and not jointly, agree that the Lead Managers BRLMs and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; provided, however, that the Lead Managers BRLMs shall co-co- ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers BRLMs shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members or advisor in relation to the Offer without the prior written consent of such Lead Managers BRLMs who are a Party Parties to this Agreement (other than a Lead Manager BRLM with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers BRLMs shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and the Selling Shareholders acknowledge and takes cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the Company and the Selling Shareholders shall, with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection banks, advisors, chartered engineer, refund banks, advertising agencies and printers in connection to the Offer.
8.2 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independentregulations. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee letter or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead Managers.
8.3 The Company and the Selling Shareholders (to the extent they are parties to such agreements) shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- co-operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree Shareholder agrees that the Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members or advisor in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 10.1. Subject to Applicable Law, the Company and the Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLMs, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection collections banks, refund banksbanker(s), monitoring agency(ies), advertising agencies agencies, brokers and printers in connection to the Offerprinters.
8.2 10.2. The PartiesCompany and each of the Selling Shareholders, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independentregulations. Whenever required, the Company and the Selling Shareholders shall, shall in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee letter or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead ManagersBRLMs.
8.3 10.3. The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banksBankers to the Offer (including the Sponsor Bank), advertising agencies agencies, printers and printers brokers to follow, co- co-operate and comply with the instructions of the Lead Managers BRLMs and shall include a provision to that effect in the respective agreements with such intermediaries. The Selling Shareholders, to the extent that they are parties to the agreements with any intermediaries in relation to the Offer, shall instruct all such intermediaries to comply with the instructions of the BRLMs, as required in connection with the sale and transfer of their respective portion of the Offered Shares and where applicable and agreed under the respective agreements.
8.4 10.4. The Company and the Selling Shareholders Shareholders, severally and not jointly, agree that the Lead Managers BRLMs and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; provided, however, that the Lead Managers BRLMs shall co-co- ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 10.5. The Lead Managers BRLMs shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) Agreement appoint any other book running lead managers or co-book running lead managers, syndicate members or advisors in relation to the Offer without the prior written consent of such Lead Managers BRLMs who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead ManagersAgreement. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers BRLMs shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 10.6. The Company acknowledges and takes each of the Selling Shareholders, severally and not jointly, acknowledge and take cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 6.1 The Company and the Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLMs, appoint relevant intermediaries (other than the Self Self-Certified Syndicate Banks, registered brokersRegistered Brokers, monitoring agenciesCollecting Depository Participants and RTAs) and other entities as are mutually acceptable to the Parties, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banksthe Escrow Collection Bank(s), escrow collection banksthe Refund Bank(s), refund banksthe Public Offer Account Bank(s), the Sponsor Bank, advertising agencies agencies, brokers and printers in connection to the Offerprinters.
8.2 6.2 The Parties, severally Company and not jointly, the Selling Shareholders agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. All costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses of any intermediary shall be paid by the Company and the Selling Shareholder in accordance with Applicable Law and the agreed terms with such intermediary. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead ManagersBRLMs.
8.3 6.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers BRLMs and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, the BRLMs shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall use best efforts to co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall notacknowledge and agree that such intermediary, during the term of this Agreementbeing an independent entity, (i) appoint and not the BRLMs or their Affiliates), shall be fully and solely responsible for the performance of its duties and obligations.
6.4 All costs, charges, fees and expenses that are associated with and incurred in connection with the Offer including, inter-alia, filing fees, book building fees and other charges, fees and expenses of the SEBI, the Stock Exchanges, the Registrar of Companies and any other book running lead managers or co-book running lead managersGovernmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Company and the legal counsel to the BRLMs, fees and expenses of the statutory auditors, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members members, Self Certified Syndicate Banks, other Designated Intermediaries and any other consultant, advisor or third party in relation to connection with the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent borne, upon successful completion of the Offer, by the Company and the Selling Shareholders from retaining legal counsel or such other advisors on a pro-rata basis, in proportion to the Equity Shares issued and allotted by the Company in the Fresh Issue and the Offered Shares sold by the Selling Shareholders in the Offer for Sale, respectively, as may be required for taxation, accounts, legal matters, employee matters, due diligence mutually agreed and related matters in connection accordance with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Applicable Law.
6.5 The Company or and the Selling Shareholders.
8.6 The Company acknowledges Shareholders acknowledge and takes take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out in the Offer Documents. The Company undertake that they shall pay the BRLMs immediately but no later than 2 (two) Working Days of receiving an intimation from them, for any compensation or will be liabilities for delay or failure in unblocking of ASBA funds by SCSBs or non-performance of roles by the Registrar to the Offer and/or the SCSBs as set out in the Offer DocumentsSEBI circulars dated March 16, 2021, March 31, 2021, June 2, 2021 and/or other Applicable Law, in the manner prescribed under Clause 3.74 or as mutually agreed between the Company, in consultation with the BRLMs.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 6.1 The Company and the Selling Shareholders shall, shall in consultation with the consent of the Lead ManagersBRLM, appoint intermediaries (other than the Self Certified Syndicate Banks) and other entities as are mutually acceptable to the Parties, registered brokers, monitoring agencies, and collecting depository participants) or other persons including such as the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection Bankers to the Offer/Escrow Collection Banks, Sponsor Bank, Refund Bank(s), advertising agencies, practicing company secretaries, printers, brokers and Syndicate Members.
8.2 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independent. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee letter or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead Managers.
8.3 6.2 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banksBankers to the Offer, escrow collection banksthe Escrow Collection Banks, refund banksSponsor Bank, Refund Banks, Public Offer Banks, advertising agencies agencies, credit rating agencies, printers, bankers and printers brokers to follow, co- operate and comply with follow the instructions of the Lead Managers BRLM and shall make best efforts to include a provision to that effect in the respective agreements with such intermediaries.
8.4 6.3 The Parties severally agree that any intermediary that is appointed shall, if required, be registered with SEBI under the applicable SEBI rules, regulations and guidelines. Whenever required, the Company and the Selling Shareholders agree Shareholders, as applicable, shall, in consultation with the BRLM, enter into a memorandum of understanding, agreement or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. For avoidance of doubt, it is acknowledged that the Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission each of any other such intermediary and such other intermediary, being an independent entity, so appointed shall be fully and solely responsible for the performance of their its duties and obligations; provided. A certified true copy of such executed memorandum of understanding, howeveragreement or engagement letter shall promptly be furnished by the Company to the BRLM.
6.4 The BRLM and its Affiliate shall not, that directly or indirectly, be held responsible for any act or omission of any intermediary appointed in respect of the Lead Managers Offer. However, the BRLM shall co-ordinate coordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the relevant intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall notShareholders, during severally and not jointly, acknowledge and agree that any such intermediary, being an independent entity and not the term of this AgreementBRLM or its Affiliates, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent fully and solely responsible for the performance of its duties and obligations.
6.5 The Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence severally and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company jointly acknowledges and takes take cognizance of the deemed agreement agreements of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokersRegistered Brokers, collecting depository participants Collecting DPs and collecting registrar and transfer agents Collecting RTAs for the purpose purposes of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 10.1. Subject to Applicable Law, the Company and the Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLMs, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection collections banks, refund banksbanker(s), monitoring agency(ies), advertising agencies agencies, brokers and printers in connection to the Offerprinters.
8.2 10.2. The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independentregulations. Whenever required, the Company and the Selling Shareholders shall, shall in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee letter or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead ManagersBRLMs.
8.3 10.3. The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banksBankers to the Offer (including the Sponsor Bank), advertising agencies agencies, printers and printers brokers to follow, co- co-operate and comply with the instructions of the Lead Managers BRLMs and shall include a provision to that effect in the respective agreements with such intermediaries. The Selling Shareholders, to the extent that they are parties to the agreements with any intermediaries in relation to the Offer, shall instruct all such intermediaries to comply with the instructions of the BRLMs, as required in connection with the sale and transfer of their respective portion of the Offered Shares and where applicable and agreed under the respective agreements.
8.4 10.4. The Company and the Selling Shareholders Shareholders, severally and not jointly, agree that the Lead Managers BRLMs and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; provided, however, that the Lead Managers BRLMs shall co-co- ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 10.5. The Lead Managers BRLMs shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) Agreement appoint any other book running lead managers or co-book running lead managers, syndicate members or advisors in relation to the Offer without the prior written consent of such Lead Managers BRLMs who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead ManagersAgreement. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers BRLMs shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 10.6. The Company acknowledges and takes each of the Selling Shareholders, severally and not jointly, acknowledge and take cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 9.1 The Company and the Investor Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLMs, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokersRegistered Brokers, monitoring agencies, Collecting Depository Participants and collecting depository participantsRegistrar and Share Transfer Agents) and other entities or other persons including associated with the Offer as are mutually acceptable to the Parties, such as the Registrar to the Offer, sponsor banksBankers to the Offer, escrow collection banksthe Escrow Collection Banks, refund banksRefund Banks, Monitoring Agency, advertising agencies and the printers etc. for printing the Offer Documents and other Offer -related documents such as Bid-cum Application Forms, Allotment Advices, allotment letters, share certificates, refund orders or any other instruments, circulars or advices.
9.2 The Parties acknowledge and take cognizance of the deemed agreement of the Company and the Selling Shareholders with the self certified syndicate banks for purposes of any Application Supported by Blocked Amount (as defined under the SEBI ICDR Regulations) process in connection to the Offer.
8.2 9.3 The Parties, severally and not jointly, Parties agree that any intermediary who that is appointed in relation to the Offer shall, if applicablerequired as per Applicable Law, be registered with SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding an agreement, memorandum of understanding or fee letter or engagement letter with the concerned intermediary associated with the Offerintermediary, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter understanding, agreement or engagement letter shall promptly be furnished to by the Lead Managers.
8.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediariesBRLMs.
8.4 9.4 The Company and the Selling Shareholders agree Parties acknowledge that the Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; providedobligations and the BRLMs and their respective Affiliates shall not, howeverdirectly or indirectly, that be held responsible for any act or omission of any intermediary appointed in respect of the Lead Managers Offer, except as expressly set out in an agreement to be entered into by the Company, the Selling Shareholders, the BRLMs and any other underwriters or syndicate members for procuring Bids for the Offer, subject to the terms and conditions therein, and only with respect to the Affiliates of the BRLMs. However, the BRLMs shall co-ordinate coordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the Offer-related intermediaries in order to facilitate their the performance of their respective functions in accordance with Applicable Law and their respective terms of engagement.
8.5 9.5 The Lead Managers shall be the exclusive book running lead managers in costs, fees and expenses with respect of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent borne by the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters stated in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions Clause 20.1 of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholdersthis Agreement.
8.6 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the The Company and the Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLMs, appoint relevant intermediaries (other than the Self Self-Certified Syndicate Banks, registered brokersRegistered Brokers, monitoring agenciesCollecting Depository Participants and RTAs) and other entities as are mutually acceptable to the Parties, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banksthe Escrow Collection Bank(s), escrow collection banksthe Refund Bank(s), refund banksthe Public Offer Account Bank(s), the Sponsor Bank(s), the Monitoring Agency, advertising agencies agencies, brokers and printers in connection to the Offerprinters.
8.2 The Parties, severally Company and not jointly, the Selling Shareholders agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead ManagersBRLMs.
8.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers BRLMs and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, the BRLMs shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall use best efforts to co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall notShareholders, during the term of this Agreementseverally and not jointly, acknowledge and agree that such intermediary, being an independent entity, (i) appoint any other book running lead managers and not the BRLMs or co-book running lead managerstheir Affiliates), syndicate members shall be fully and solely responsible for the performance of its duties and obligations. For the avoidance of doubt, the BRLMs shall be fully responsible for their obligations in relation to connection with the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the under Applicable Law.
8.4 The Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxationShareholders, accountsseverally and not jointly, legal matters, employee matters, due diligence acknowledge and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out in the Offer Documents. The Company undertakes that it shall reimburse the BRLMs within 5 (five) days of receiving an intimation from them, for any liabilities for delay or will be failure in unblocking of ASBA funds by SCSBs or non-performance of roles by the Registrar to the Offer and/or the SCSBs as set out in the Offer DocumentsSEBI circulars dated March 16, 2021, March 31, 2021 and June 2, 2021 or any other subsequent circulars, in the manner prescribed under Section 3.81.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 6.1 The Company and the Promoter Selling Shareholders Shareholder shall, in consultation with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, ) and collecting depository participants) or other persons including entities as are mutually acceptable to the Parties such as the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection Bankers to the Offer/Anchor Escrow Banks, Refund Bank(s), Sponsor Bank, Public Offer Account Banks, advertising agencies, printers, brokers, monitoring agency and Syndicate Members.
8.2 6.2 The Parties, severally Company and not jointly, the Promoter Selling Shareholder agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Promoter Selling Shareholders Shareholder shall, in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. All costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses of any intermediary shall be paid by the Company and the Promoter Selling Shareholder in accordance with Applicable Law and the agreed terms with such intermediary. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement shall promptly be furnished by the Company and Promoter Selling Shareholder to the Lead Managers.
8.3 6.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banksBankers to the Offer, escrow collection banksthe Escrow Collection Banks, refund banksRefund Banks, Public Offer Account Banks, advertising agencies agencies, credit rating agencies, printers, bankers and printers brokers to follow, co- operate and comply with follow the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries. The Promoter Selling Shareholder, to the extent that the Promoter Selling Shareholder is party to such agreements or arrangements entered into with any intermediaries, including the Registrar to the Offer, the Escrow Collection Banks, Sponsor Bank(s), and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the Managers, as required in connection with the sale and transfer of their respective portion of the Offered Shares.
8.4 6.4 The Company and the Selling Shareholders agree that the Lead Managers and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary appointed in respect of the Offer. However, the Managers shall co- ordinate, to the extent required by Applicable Law or under any agreements to which they are parties, the activities of all the intermediaries in order to facilitate the performance of their respective functions in accordance with their respective terms of engagement. The Company and the Promoter Selling Shareholder acknowledge and agree that any such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; provided.
6.5 All costs, howevercharges, fees and expenses that are associated with and incurred in connection with the Lead Managers shall coOffer including, inter-ordinate alia, filing fees, book building fees and other charges, fees and expenses of the SEBI, the Stock Exchanges and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of Indian and international legal counsel to the extent required by law Company or any agreementsthe Managers, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the grading agency, if any, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers Managers, syndicate members, Self- Certified Syndicate Banks and other consultants and advisors shall be borne by the exclusive book running lead managers Company and the Promoter Selling Shareholder in respect of proportion to the Offer. Equity Shares allotted by the Company in the Fresh Issue and transferred by the Promoter Selling Shareholder in the Offer for Sale;
6.6 The Company and the Promoter Selling Shareholders Shareholder agree that they shall notpay or reimburse the Managers immediately but not later than 2 (two) working days of receiving an intimation from them, during for any compensation or liabilities (including applicable taxes and statutory charges, interest or penalty, if any) paid or payable by the term Managers for delay or failure in unblocking of this Agreement, (i) appoint any other book running lead managers ASBA funds by SCSBs or co-book running lead managers, syndicate members in relation non -performance of roles by the Registrar to the Offer without and/or the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors SCSBs as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer DocumentsSEBI circular no. circular no. (SEBI/HO/CFD/DIL2/CIR/P/2021./2480/1/M) dated March 16, 2021 (“March 16 Circular”), circular no. (SEBI/HO/CFD/DIL1/CIR/P/2021/47) dated March 31, 2021, and the SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular no. SEBI/ HO/CFD/DIL2/CIR/2022/75 dated May 30, 2022 and/or other Applicable Law. The Managers, upon being aware of any of such liabilities or compensation will intimate the Company.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the Company and the Selling Shareholders shall, with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection to the Offer.
8.2 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independent. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, appoint relevant intermediaries (other than the Self-Certified Syndicate Banks, Registered Brokers, Collecting Depository Participants and RTAs) and other entities as are mutually acceptable to the Parties, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank, advertising agencies, brokers and printers, industry experts and any other experts as required.
8.2 The Company undertakes that if the Offer size exceeds the thresholds prescribed under Regulation 49(1) of the ICDR Regulations, the Company shall appoint a monitoring agency to monitor the use of proceeds of the Offer and shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time.
8.3 The Parties agree that any intermediary that is appointed shall, if required, be registered with SEBI under the Applicable Laws. Whenever required, the Company and Selling Shareholders shall, in consultation with the BRLMs, enter into a legally binding memorandum of understanding or fee letter understanding, agreement or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. All costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses paid by the Company to any of the intermediaries shall be paid in accordance with the Applicable Laws, as per the agreed terms with such intermediaries. For avoidance of doubt, it is acknowledged that such intermediary so appointed shall be solely responsible for the performance of its duties and obligations. A certified true copy of such executed memorandum of understanding or fee letter understanding, agreement or engagement letter shall promptly be furnished by the Company to the Lead Managers.
8.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediariesBRLMs.
8.4 The Company and the Selling Shareholders agree that the Lead Managers BRLMs and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entitythe BRLMs shall coordinate, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate to the extent required by law under Applicable Laws or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders acknowledges and agrees that any such intermediary, being an independent entity, and not the BRLMs or their Affiliates, shall not, during be fully and solely responsible for the term performance of this Agreement, its duties and obligations.
8.5 Other than (i) appoint the listing fees, which will be solely borne by the Company; and (ii) all costs, charges, fees and expenses that are associated with and incurred in connection with the Offer including, inter-alia, filing fees, book building fees and other charges, fees and expenses of the SEBI, the Stock Exchanges, the Registrar of Companies and any other book running lead managers or co-book running lead managersGovernmental Authority, advertising (except any advertisements constituting corporate communication not related to the Offer which shall be solely borne by the Company), printing, road show expenses, fees and expenses of the legal counsel to the Company and the legal counsel to the BRLMs as to Indian law and the international legal counsel to the BRLMs, fees and expenses of the statutory auditors, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members members, Self-Certified Syndicate Banks, other Designated intermediaries and any other consultant, advisor or third party in connection with the Offer shall be borne by the Company and each of the Selling Shareholders in proportion to the number of Equity Shares issued and allotted by the Company pursuant to the Offer or transferred by the Selling Shareholders pursuant to the Offer. All the expenses relating to the Offer shall be paid by the Company in the first instance. Upon commencement of listing and trading of the Equity Shares on the Stock Exchanges pursuant to the Offer, each Selling Shareholder shall, severally and not jointly, reimburse the Company for any expenses in relation to the Offer without paid by the prior written consent Company on behalf of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to respective Selling Shareholder directly from the Public Offer Account. In the event the Offer without prior consultation with is not consummated then the Lead Managers. Nothing contained herein Selling Shareholders shall not be interpreted liable to prevent reimburse any expenses incurred by the Company in this regard.
8.6 The Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence acknowledge and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out in the Offer Documents. The Company undertake that they shall pay the BRLMs immediately but no later than 2 (two) Working Days of receiving an intimation from them, for any compensation or will be liabilities for delay or failure in unblocking of ASBA funds by SCSBs or non-performance of roles by the Registrar to the Offer and/or the SCSBs as set out in the Offer DocumentsSEBI circulars dated March 16, 2021, March 31, 2021, June 2, 2021 and/or other Applicable Law, in the manner prescribed under this Agreement or as mutually agreed between the Company, in consultation with the BRLMs.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject The Company shall, in consultation with the Managers, appoint relevant intermediaries and other entities as are mutually acceptable to the Parties, in accordance with Applicable Law, the Company and the Selling Shareholders shall, with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banksthe Escrow Collection Banks, escrow collection banksthe Refund Banks, refund banksthe Sponsor Banks, the Public Offer Account Banks, advertising agencies, the share escrow agent, the monitoring agency, the credit rating agencies (if required), the syndicate members and printers in connection to the Offerprinters.
8.2 The PartiesCompany and the Selling Shareholders, severally and not jointly, agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders (to the extent applicable) shall, in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead ManagersManagers by the Company. For the avoidance of doubt, it is acknowledged that any intermediary so appointed shall be responsible for the performance of its duties and obligations in accordance with the terms and conditions of the agreement executed by such intermediary in this regard.
8.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and each of the Selling Shareholders acknowledge and agree that such intermediary (and not the Managers or their Affiliates), shall notbe fully and solely responsible for the performance of its duties and obligations.
8.4 All costs, during charges, fees and expenses that are associated with and incurred in connection with the term Offer, including, filing fees, book building fees and other charges, fees and expenses of this Agreementthe SEBI, (i) appoint the Stock Exchanges, the Registrar of Companies and any other book running lead managers or co-book running lead managersGovernmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsels to the Company and the Managers, fees and expenses of the statutory auditors, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the Managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (members, Self-Certified Syndicate Banks, other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint Designated Intermediaries and any other consultant, advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein third party shall be interpreted to prevent borne by the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence in accordance with Section 16.
8.5 The Company and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges , severally and takes not jointly, acknowledge and take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the Company Bank and the Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLMs, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection collections banks, refund banksbanker(s), syndicate members, advertising agencies agencies, brokers and printers in connection to the Offerprinters.
8.2 The PartiesBank and each of the Selling Shareholders, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independentregulations. Whenever required, the Company Bank and the Selling Shareholders shall, shall in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee letter or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead ManagersBRLMs.
8.3 The Company and the Selling Shareholders Bank shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banksBankers to the Offer (including the Sponsor Bank(s)), advertising agencies agencies, printers and printers brokers to follow, co- co-operate and comply with the instructions of the Lead Managers BRLMs and shall include a provision to that effect in the respective agreements with such intermediaries. The Selling Shareholders, to the extent that they are parties to the agreements with any intermediaries in relation to the Offer, shall instruct all such intermediaries to comply with the instructions of the BRLMs, as required in connection with the sale and transfer of their respective portion of the Offered Shares and where applicable and agreed under the respective agreements.
8.4 The Company Bank and the Selling Shareholders Shareholders, severally and not jointly, agree that the Lead Managers BRLMs and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; provided, however, that the Lead Managers BRLMs shall co-ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers BRLMs shall be the exclusive book running lead managers in respect of the Offer. The Company Bank and the Selling Shareholders shall not, during the term of this Agreement, (i) Agreement appoint any other book running lead managers or co-book running lead managers, syndicate members or advisor in relation to the Offer without the prior written consent of such Lead Managers BRLMs who are a Party Parties to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead ManagersAgreement. Nothing contained herein shall be interpreted to prevent the Company Bank and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers BRLMs shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company Bank or the Selling Shareholders.
8.6 The Company acknowledges Bank and takes each of the Selling Shareholders, severally and not jointly, acknowledge and take cognizance of the deemed agreement of the Company Bank with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 6.1 The Company and the Promoter Selling Shareholders (to the extent applicable) shall, in consultation with the consent of the Lead Managers, appoint relevant intermediaries (and other than entities as are mutually acceptable to the Self Certified Syndicate BanksParties, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banksthe Escrow Collection Banks, escrow collection banksthe Refund Banks, refund banksSponsor Bank, the Public Offer Account Banks, advertising agencies, the share escrow agent, the Monitoring Agency, the credit rating agencies (if required), the syndicate members and printers in connection to the Offerprinters.
8.2 6.2 The Parties, severally and not jointly, Parties agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Promoter Selling Shareholders (to the extent applicable) shall, in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead ManagersManagers by the Company.
8.3 6.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and each of the Promoter Selling Shareholders acknowledge and agree that such intermediary (and not the Managers or their Affiliates), shall notbe fully and solely responsible for the performance of its duties and obligations.
6.4 All costs, during the term of this Agreementcharges, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members fees and expenses that are associated with and incurred in relation to connection with the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent borne by the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Promoter Selling Shareholders, severally and not jointly, in accordance with Section 14.
8.6 6.5 The Company acknowledges and takes the Promoter Selling Shareholders, severally and not jointly, acknowledge and take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 6.1 The Company and the Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLMs, appoint relevant intermediaries (other than the Self Self-Certified Syndicate Banks, registered brokersRegistered Brokers, monitoring agenciesCollecting Depository Participants and RTAs) and other entities as are mutually acceptable to the Parties, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banksthe Escrow Collection Bank(s), escrow collection banksthe Refund Bank(s), refund banksthe Public Offer Account Bank(s), the Sponsor Bank, advertising agencies agencies, brokers and printers in connection to the Offerprinters.
8.2 6.2 The Parties, severally Company and not jointly, the Selling Shareholders agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. All costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses of any intermediary shall be paid by the Company and the Selling Shareholders in accordance with Applicable Law and the agreed terms with such intermediary. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead ManagersBRLMs.
8.3 6.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, shall instruct all intermediaries, including the Registrar to the Offer, the sponsor banksEscrow Collection Bank(s), escrow collection banksthe Refund Bank(s), refund banksthe Public Offer Account Bank(s), the Sponsor Bank, advertising agencies agencies, printers, bankers and printers brokers to follow, co- operate and comply with follow the instructions of the Lead Managers BRLMs and shall make best efforts to include a provision to that effect in the respective agreements with such intermediaries.
8.4 The . For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Promoter Selling Shareholders agree that the Lead Managers Shareholder.
6.4 The BRLMs and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, the BRLMs shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall use best efforts to co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall notacknowledge and agree that such intermediary, during the term of this Agreementbeing an independent entity, (i) appoint and not the BRLMs or their Affiliates), shall be fully and solely responsible for the performance of its duties and obligations.
6.5 All costs, charges, fees and expenses that are associated with and incurred in connection with the Offer including, inter-alia, filing fees, book building fees and other charges, fees and expenses of the SEBI, the Stock Exchanges, the Registrar of Companies and any other book running lead managers or co-book running lead managersGovernmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Company and the Indian and international legal counsel to the BRLMs, fees and expenses of the statutory auditors, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members members, Self-Certified Syndicate Banks, other Designated Intermediaries and any other consultant, advisor or third party in relation to connection with the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent borne by the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with proportion to the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions number of any advisors (including those appointed pursuant to their written consent) appointed Equity Shares issued and/or transferred by the Company or and the Selling ShareholdersShareholders in the Offer, respectively.
8.6 6.6 The Company acknowledges and takes the Selling Shareholders acknowledge and take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out in the Offer Documents. The Company and the Selling Shareholders undertake that they shall pay the BRLMs within 2 (two) days of receiving an intimation from them, for any liabilities for delay or will be failure in unblocking of ASBA funds by SCSBs or non-performance of roles by the Registrar to the Offer and/or the SCSBs as set out in the Offer DocumentsSEBI circulars dated March 16, 2021, March 31, 2021 and June 2, 2021.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the Company and the Selling Shareholders shall, with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection to the Offer.
8.2 6.1 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independent. Whenever required, the Company Bank and the Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, appoint relevant intermediaries (other than the Self Certified Syndicate Banks Registered Brokers, Collecting Depository Participants and RTAs) and other entities as are mutually acceptable to the Parties, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), monitoring agency, the Sponsor Bank, advertising agencies, brokers and printers.
6.2 The Bank and the Selling Shareholders agree that any intermediary that is appointed shall, if required, be registered with the SEBI under the applicable SEBI rules, regulations and guidelines. Whenever required, the Bank and the Selling Shareholders shall, in consultation with the BRLMs, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. All costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses of any intermediary shall be paid by the Bank and the Selling Shareholders in accordance with Applicable Law and the agreed terms with such intermediary. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead ManagersBRLMs.
8.3 6.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers BRLMs and their respective Affiliates shall not be not, directly or indirectly indirectly, be held liable or responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, the BRLMs shall be fully and solely responsible for the performance of use their duties and obligations; provided, however, that the Lead Managers shall best efforts to co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement. The Bank and the Selling Shareholders acknowledge and agree that each such intermediary, being an independent entity, (and not the BRLMs or their Affiliates), shall be fully and solely responsible for the performance of its duties and obligations.
8.5 The Lead Managers 6.4 All costs, charges, fees and expenses that are associated with and incurred in connection with the Offer including, inter-alia, filing fees, book building fees and other charges, fees and expenses of the SEBI, the Stock Exchanges, the Registrar of Companies and any other Governmental Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Bank and the Indian legal counsel to the BRLMs, fees and expenses of the statutory auditors, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members, Self Certified Syndicate Banks, other Designated Intermediaries and any other consultant, advisor or third party in connection with the Offer shall be borne by the exclusive book running lead managers Bank and each of the Selling Shareholders in respect proportion to the number of Equity Shares issued and/or transferred by each of the Bank and the Selling Shareholders in the Offer, respectively. Costs specifically relating to the Offered Shares (other than costs which directly accrue to the Bank) shall be borne by the Selling Shareholders. The Bank shall advance the cost and expenses of the Offer. The Company and the Selling Shareholders shall notreimburse the Bank (from their respective portion of Offer proceeds) for their respective proportion of such costs and expenses, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members except for such costs and expenses in relation to the Offer without directly attributable to the prior written consent of such Lead Managers who Selling Shareholders which are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint paid for directly by the Selling Shareholders.
6.5 Each Selling Shareholder agrees that it shall reimburse the Bank for any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) expenses in relation to the Offer without prior consultation with paid by the Lead Managers. Nothing contained herein shall be interpreted to prevent Bank on behalf of the Company respective Selling Shareholder directly from the Public Offer Account.
6.6 The Bank and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence acknowledge and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes take cognizance of the deemed agreement of the Company Bank with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the Company and the Selling Shareholders shall, with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection to the Offer.
8.2 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independent. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead Managers, appoint relevant intermediaries (other than the Registered Brokers, Registrar and Share Transfer Agents and Collecting Depository Participant) and other entities as are mutually acceptable to the Parties, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank, advertising agencies, brokers and printers.
8.2 The Company agrees that any intermediary that is appointed as provided under Clause 8.1 shall, if required, be registered with the SEBI under the applicable SEBI rules, regulations and guidelines. Whenever required, the Company and the Selling Shareholders (if applicable) shall, in consultation with the Managers, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. All costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses of any intermediary shall be paid by the Company and re-imbursed by the Selling Shareholders to the Company after the Offer in accordance with Applicable Law and the agreed terms with such intermediary. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall be furnished to the Lead Managers.
8.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall notShareholders, during severally and not jointly, acknowledge and agree that such intermediary (and not the term of this Agreement, (i) appoint any other book running lead managers Managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if anytheir Affiliates), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent fully and solely responsible for the performance of its duties and obligations.
8.4 The Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxationShareholders, accountsseverally and not jointly, legal matters, employee matters, due diligence acknowledge and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the Company and the Selling Shareholders shall, with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection to the Offer.
8.2 11.1 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independent. Whenever required, the Company and the Selling Shareholders Issuer shall, in consultation with the Lead ManagersManager, appoint the Intermediaries. Fees payable to the Intermediaries shall be payable by the Issuer in accordance with the appointment or engagement letters of such Intermediaries and the Lead Manager shall not be responsible for the payment of any fees or expenses of any Intermediary.
11.2 The Parties agree that any Intermediary who is appointed shall be registered with SEBI, where applicable under the applicable regulations issued by SEBI from time to time
11.3 Whenever required, the Issuer shall, in consultation with the Lead Manager, enter into a legally binding memorandum of understanding or fee letter or engagement letter agreement with the concerned intermediary Intermediary associated with the OfferIssue, clearly setting forth out their mutual rights, responsibilities and obligations. A certified Certified true copy copies of such executed memorandum of understanding or fee letter or engagement letter agreement shall be furnished to the Lead ManagersManager.
8.3 11.4 The Company Issuer shall not, directly or indirectly, engage or associate with any other agency to carry out any part of the service agreed to be performed by the Lead Manager without consulting the Lead Manager. Fees and expenses due to such agencies, if appointed, shall be payable by the Issuer directly and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers and their respective Affiliates Manager shall not be directly liable or indirectly held responsible for therefore.
11.5 All cost and expenses relating to the Issue including listing fees, costs relating to road shows (if any), hotel and travel expenses of Issuer’s personnel and fees and expenses paid to any action or omission of any other intermediary and such other intermediary, being an independent entity, Intermediaries to the Issue shall be fully borne by the Issuer.
11.6 The Lead Manager are, and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate to the extent required by law or any agreementsbe, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 The exclusive Lead Managers shall be the exclusive book running lead managers Manager in respect of the OfferIssue, subject to terms of the Agreement and the Engagement Letter. The Company and the Selling Shareholders Issuer shall not, not during the term of this Agreement, (i) appoint any other book running lead managers advisor or co-book running lead managers, syndicate members Lead Manager in relation to the Offer this Issue without the prior written consent of such the Lead Managers who are a Party Manager. During the period of engagement of the Lead Manager hereunder, except what is in the public domain, the Issuer will not discuss the Issue or any other placement or issuance and allotment of any equity or equity linked securities of the Issuer relating to this Agreement issue with any third parties, except with the prior consent of the Lead Manager, (other than a which consent shall not be unreasonably withheld), and it will promptly notify the Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint it receives any other advisor (not being in inquiry concerning the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead ManagersIssue. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders Issuer from retaining legal counsel or such other advisors advisers or parties as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, howeverIssue. However, the Lead Managers Manager shall not be liable in any manner whatsoever for the actions of any other advisors or parties appointed by the Issuer.
11.7 The Lead Manager shall have no liability with respect to acts or omissions of any advisors (including those appointed pursuant Intermediary, except to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes cognizance extent of the deemed agreement Lead Manager’s bad faith, willful misconduct or gross negligence, as finally determined by a court or arbitral tribunal of the Company with the Self-Certified Syndicate Banks competent jurisdiction. The Parties acknowledge that any such Intermediary, being an independent entity, shall be fully and solely responsible for the purpose performance of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants its duties and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documentsobligations.
Appears in 1 contract
Samples: Issue Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 7.1 Subject to Applicable Law, the Company and the Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLMs, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokersRegistered Brokers, monitoring agenciesCollecting DPs and Collecting RTAs) and other entities as are mutually acceptable to the Parties, and collecting depository participants) or other persons including such as the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection Bankers to the OfferOffer (including the Sponsor Bank(s)) advertising agencies, monitoring agency, industry experts and any other experts as required, printers, brokers and Syndicate Members.
8.2 7.2 The Parties, severally and not jointly, Parties agree that any intermediary who that is appointed shall, if applicablerequired, be registered with SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders Shareholders, as applicable, shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding understanding, agreement or fee letter or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding understanding, agreement or fee letter or engagement letter Fee Letter shall without any unreasonable delay be furnished to by the Lead Managers.
8.3 The Company and the Selling Shareholders shallShareholders, as applicable to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediariesBRLMs.
8.4 7.3 The Company and each of the Selling Shareholders Shareholders, severally and not jointly, acknowledge and agree that the Lead Managers BRLMs and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action act or omission of any other intermediary and such other intermediaryappointed in respect of the Offer, being an independent entityunless expressly agreed otherwise, in writing. However, the BRLMs shall be fully and solely responsible for the performance of their duties and obligations; providedcoordinate, however, that the Lead Managers shall co-ordinate to the extent required by law Applicable Laws or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall notShareholders, during severally and not jointly, acknowledge and agree that any such intermediary, being an independent entity and not the term of this AgreementBRLMs or their Affiliates, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent fully and solely responsible for the performance of its duties and obligations.
7.4 The Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxationShareholders, accountsseverally and not jointly, legal matters, employee matters, due diligence acknowledge and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokersRegistered Brokers, collecting depository participants Collecting DPs and collecting registrar and transfer agents Collecting RTAs for the purpose purposes of collection of the Bid cum Application Forms, in the Offer, as applicable and as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 9.1 The Company and the Promoter Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLMs, appoint relevant intermediaries (other than the Self Certified Syndicate Banks, registered brokersRegistered Brokers, monitoring agenciesCollecting Depository Participants and RTAs) and other entities as are mutually acceptable to the Parties, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banksthe Escrow Collection Bank(s), escrow collection banksthe Refund Bank(s), refund banksthe Public Offer Account Bank(s), the Sponsor Bank, advertising agencies agencies, brokers and printers in connection to the Offerprinters.
8.2 9.2 The Parties, severally Company and not jointly, the Selling Shareholders agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should guidelines However, the Parties acknowledge that any such intermediary, being an independent entity, shall be independentfully and solely responsible for the performance of its duties and obligations. Whenever required, the Company and the Promoter Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. All costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses of any intermediary shall be paid by the Company in accordance with Applicable Law and the agreed terms with such intermediary. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead ManagersBRLMs.
8.3 9.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers BRLMs and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, the BRLMs shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall use best efforts to co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall notacknowledge and agree that such intermediary, during the term of this Agreementbeing an independent entity, (i) appoint any other book running lead managers and not the BRLMs or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if anytheir Affiliates), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent fully and solely responsible for the performance of its duties and obligations.
9.4 The Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence acknowledge and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 7.1. The Company and the Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLMs, appoint relevant intermediaries (other than the Self Certified Syndicate Banks, registered brokersRegistered Brokers, monitoring agenciesCollecting Depository Participants and RTAs) and other entities as are mutually acceptable to the Parties, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banksthe Escrow Collection Bank(s), escrow collection banksthe Refund Bank(s), refund banksthe Public Offer Account Bank(s), the Sponsor Bank(s), monitoring agency, advertising agencies agencies, syndicate members, brokers and printers in connection to the Offerprinters.
8.2 7.2. The Parties, severally Company and not jointly, the Selling Shareholders agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding understanding, Engagement Letter or fee letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy All costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses of such executed memorandum of understanding or fee letter or engagement letter any intermediary shall be furnished to paid in accordance with the Lead Managers.
8.3 relevant Engagement Letters. The Company and Company, each of the Selling Shareholders shall, (to the extent applicable) shall instruct all intermediaries to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banksEscrow Collection Bank(s), escrow collection banksthe Refund Bank(s), refund banksthe Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies agencies, printers, bankers and printers brokers to follow, co- operate and comply with follow the instructions of the Lead Managers BRLMs and shall make best efforts to include a provision to that effect in the respective agreements with such intermediaries.
8.4 The . Each of the Promoter Group Selling Shareholders and the Other Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of their respective Promoter Group Offered Shares and the Other Offered Shares. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders agree that the Lead Managers Shareholders.
7.3. The BRLMs and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, the BRLMs shall be fully and solely responsible for the performance of use their duties and obligations; provided, however, that the Lead Managers shall best efforts to co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall notShareholders, during the term of this Agreementseverally and not jointly, acknowledge and agree that such each intermediary, being an independent entity, (i) appoint any other book running lead managers and not the BRLMs or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if anytheir Affiliates), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent fully and solely responsible for the performance of its duties and obligations.
7.4. The Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxationShareholders, accountsseverally and not jointly, legal matters, employee matters, due diligence acknowledge and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out or will be applicable and as set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the Company and the Selling Shareholders Shareholder shall, with the consent of the Lead ManagersManager, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, brokers and collecting depository participants) or other persons including the Registrar to the Offer, monitoring agencies, sponsor banks, escrow collection banks, advisors, industry experts, chartered engineer, practicing company secretary, independent chartered accountant, refund banks, Syndicate members, refund banks, advertising agencies and printers in connection to the Offer.
8.2 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independentregulations. Whenever required, the Company and the Selling Shareholders Shareholder shall, in consultation with the Lead ManagersManager, enter into a legally binding memorandum of understanding or fee letter or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead ManagersManager.
8.3 The Company and the Selling Shareholders Shareholder shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- co-operate and comply with the instructions of the Lead Managers Manager and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders Shareholder agree that the Lead Managers Manager and their respective its Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary appointed in respect of the Offer and such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers Manager shall co-ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall notShareholder, during jointly and severally, acknowledge and agree that any such intermediary, being an independent entity and not the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminatedor its Affiliates, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company fully and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever solely responsible for the acts or omissions performance of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholdersits duties and obligations.
8.6 8.5 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
8.6 The Lead Manager shall be the exclusive book running lead manager to the Company and the Selling Shareholder in respect of the Offer. The Company and the Selling Shareholder shall not, during the term of this Agreement, appoint any other global coordinator, lead manager, co-manager, syndicate member or other advisor in relation to the Offer or sale of any shares by the Company or any of the Selling Shareholder without the prior written consent of the Lead Manager. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholder from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer. However, the Lead Manager and its Affiliates shall not be liable in any manner whatsoever for any acts or omissions of any other advisor appointed by the Company or the Selling Shareholder or their Affiliates.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 8.1. Subject to Applicable Law, the Company and the Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLMs, appoint intermediaries (other than the Self Self-Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, share escrow agent, sponsor banks, escrow collection collections banks, refund banksbanker(s), monitoring agency, advertising agencies agencies, industry expert, independent chartered accountant and printers in connection to the Offerpracticing company secretary and printers.
8.2 The Parties8.2. Each of the Company and the Selling Shareholders, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, circulars, notifications, guidelines and regulations and should be independentregulations. Whenever required, the Company and the Selling Shareholders shall, shall in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee letter or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead ManagersBRLMs.
8.3 8.3. The Company and the Selling Shareholders shallShareholders, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offerseverally and not jointly agrees that, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers BRLMs and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other appointed in relation to the Offer. Such intermediary, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; provided, however, that the Lead Managers BRLMs shall co-ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective its terms of engagement.
8.5 8.4. The Lead Managers BRLMs shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) Agreement appoint any other book running lead managers or co-book running lead managersmanager, syndicate members or advisor in relation to the Offer without the prior written consent of such Lead Managers consultation with the BRLMs who are is a Party to this Agreement (other than a Lead Manager the BRLM(s) with respect to whom which this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers BRLMs shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 8.5. The Company acknowledges acknowledge and takes take cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 6.1 The Company and the Promoter Selling Shareholders (to the extent applicable) shall, in consultation with the consent of the Lead Managers, appoint relevant intermediaries (and other than entities as are mutually acceptable to the Self Certified Syndicate BanksParties, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banksSponsor Banks, escrow collection banksthe Escrow Collection Banks, refund banksthe Refund Banks, the Public Offer Account Banks, advertising agencies, the share escrow agent, the monitoring agency (if required), the credit rating agencies (if required), the syndicate members, Sponsor Bank and printers in connection to the Offerprinters.
8.2 6.2 The Parties, severally and not jointly, Parties agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Promoter Selling Shareholders (to the extent applicable) shall, in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead ManagersManagers by the Company.
8.3 6.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and each of the Promoter Selling Shareholders acknowledge and agree that such intermediary (and not the Managers or their Affiliates), shall be fully and solely responsible for the performance of its duties and obligations.
6.4 All costs, charges, fees and expenses that are associated with and incurred in connection with the Offer shall be borne by the Company and the Promoter Selling Shareholders in accordance with Clause 14.
6.5 The Company and the Promoter Selling Shareholders, severally and not jointly, acknowledge and take cognizance of the deemed agreement of the Company with the Self Certified Syndicate Banks for purposes of the ASBA process (as set out under the SEBI ICDR Regulations), as well as with the Designated Intermediaries for the purposes of collection of Bid cum Application Forms in the Offer, as set out in the Offer Documents.
6.6 The Company and the Promoter Selling Shareholders shall not, during the term of this Agreement, (i) Agreement appoint any other book running lead managers or co-book running lead managersmanager, syndicate members member or advisor in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminatedAgreement, if any), which consent shall not be unreasonably withheld or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managersdelayed. Nothing contained herein shall be interpreted to prevent the Company and the Promoter Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions actions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Promoter Selling Shareholders.
8.6 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 7.1 Subject to Applicable Law, the Company and the Selling Shareholders shall, with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection to the Offer.
8.2 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independent. Whenever requiredLaws, the Company and the Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, appoint intermediaries (other than the Self Certified Syndicate Banks, Registered Brokers, Collecting DPs and Collecting RTAs) and other entities as are mutually acceptable to the Parties, such as the Registrar to the Offer, Bankers to the Offer (including the Sponsor Bank) advertising agencies, monitoring agency, industry experts and any other experts as required, printers, brokers and Syndicate Members.
7.2 The Company and each of the Selling Shareholders, severally and not jointly, agree that any intermediary that is appointed shall, if required, be registered with SEBI under the applicable SEBI rules, regulations and guidelines. Whenever required, the Company and the Selling Shareholders, as applicable, shall, in consultation with the BRLMs, enter into a legally binding memorandum of understanding or fee letter understanding, agreement or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead Managers.
8.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, shall instruct all intermediaries, including the Registrar to the Offer, the sponsor banksShare Escrow Agent, escrow collection banks, refund banksBankers to the Offer (including the Sponsor Bank), advertising agencies agencies, printers, brokers and printers Syndicate Members to follow, co- operate and comply with follow the instructions of the Book Running Lead Managers Managers, and shall use their best efforts to include a provision to that effect in each of the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree . For avoidance of doubt, it is acknowledged that the Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other such intermediary and such other intermediary, being an independent entity, so appointed shall be fully and solely responsible for the performance of their its duties and obligations; provided. All costs, howevercharges, that fees and expenses relating to the Lead Managers Offer, including any road show, accommodation and travel expenses and fees and expenses paid by the Company (including on behalf of the Selling Shareholders) to any of the intermediaries shall co-ordinate be paid as per the agreed terms with such intermediaries and in accordance with the provisions of Clause 7. A certified true copy of such executed memorandum of understanding, agreement or engagement letter shall without any unreasonable delay be furnished by the Company and the Selling Shareholders, as applicable to the BRLMs.
7.3 The BRLMs and their respective Affiliates shall not, directly or indirectly, be held responsible for any act or omission of any intermediary appointed in respect of the Offer, unless expressly agreed otherwise, in writing. However, the BRLMs shall coordinate, to the extent required by law Applicable Laws or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall notShareholders, during severally and not jointly, acknowledge and agree that any such intermediary, being an independent entity and not the term of this AgreementBRLMs or their Affiliates, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent fully and solely responsible for the performance of its duties and obligations.
7.4 The Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxationShareholders, accountsseverally and not jointly, legal matters, employee matters, due diligence acknowledge and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokersRegistered Brokers, collecting depository participants Collecting DPs and collecting registrar and transfer agents Collecting RTAs for the purpose purposes of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 7.1 Subject to Applicable Lawapplicable law, the Company and the Corporate Selling Shareholders shall, in consultation with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, ) and collecting depository participants) or other persons including entities as are mutually acceptable to the Parties such as the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection Bankers to the Offer/Anchor Escrow Banks, Refund Bank(s), Public Offer Account Banks, advertising agencies, printers, brokers and Syndicate Members.
8.2 7.2 The Parties, severally Company and not jointly, the Selling Shareholders agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. All costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses of any intermediary shall be paid by the Company and the Selling Shareholders in accordance with Applicable Law and the agreed terms with such intermediary. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement shall promptly be furnished by the Company and Selling Shareholders to the Lead Managers.
8.3 7.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary appointed in respect of the Offer. However, the Managers shall co-ordinate, to the extent required by Applicable Law or under any agreements to which they are parties, the activities of all the intermediaries in order to facilitate the performance of their respective functions in accordance with their respective terms of engagement. The Company and the Selling Shareholders acknowledge and agree that any such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; provided.
7.4 All costs, howeverfees, that the Lead Managers shall co-ordinate and expenses with respect to the extent required Offer (excluding the listing fees which shall be borne by law or any agreementsthe Company) shall be shared between the Selling Shareholders, acting severally and not jointly, based on the activities proportion of all the intermediaries Equity Shares allotted by the Company and sold by the respective Selling Shareholders in order to facilitate their performance of their respective functions the Offer for Sale, in accordance with the provisions of the Companies Act, and other applicable laws. The Company agrees to pay the costs and expenses of, and arising in connection with, the initial public offer in advance and will be reimbursed by the Selling Shareholders for their respective terms proportion of engagement.
8.5 The Lead Managers such costs and expenses upon the receipt of final listing and trading approvals from the Stock Exchanges for the listing and trading of the Equity Shares of the Company pursuant to the Offer. Notwithstanding anything stated above, in the event the Offer is not consummated, for whatever reason, the Selling Shareholders shall be reimburse the exclusive book running lead managers Company for their respective proportion of the costs and expenses incurred by the Company in respect of relation to the Offer. The Company and each of the Selling Shareholders shall not, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company acknowledge and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount any ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokersRegistered Brokers, collecting depository participants and collecting registrar and transfer agents Collecting DPs, Collecting RTAs for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 10.1 Subject to Applicable Law, the Company and the Selling Shareholders shall, in consultation with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, brokers and collecting depository participants) or other persons including the Registrar to the Offer, monitoring agencies, sponsor banks, escrow collection banks, advisors, industry experts, chartered engineer, practicing company secretary, independent chartered accountant, refund banks, Syndicate members, refund banks, advertising agencies and printers in connection to the Offer.
8.2 10.2 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independentregulations. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee letter or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead Managers.
8.3 10.3 The Company and the Individual Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- co-operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 10.4 The Company and the Individual Selling Shareholders agree that the Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 10.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Individual Selling Shareholders shall not, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members or advisor in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders Shareholder from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Individual Selling Shareholders.
8.6 10.6 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 7.1 The Company and the Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLMs, appoint relevant intermediaries (other than the Self Certified Syndicate BanksBanks Registered Brokers, registered brokersCollecting Depository Participants and RTAs) and other entities as are mutually acceptable to the Parties, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banksmonitoring agency, escrow collection banksthe Escrow Collection Bank(s), refund banksthe Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies agencies, brokers and printers printers, in connection to the Offeraccordance with Applicable Law.
8.2 7.2 The Parties, severally Company and not jointly, the Selling Shareholders agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. All costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses of any intermediary shall be paid by the Company and the Selling Shareholders in accordance with Applicable Law and the agreed terms with such intermediary and in accordance with Clause 15. A certified true copy of such the executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead ManagersBRLMs by the Company.
8.3 7.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers BRLMs and their respective Affiliates shall not be not, directly or indirectly indirectly, be held liable or responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, the BRLMs shall be fully and solely responsible for the performance of use their duties and obligations; provided, however, that the Lead Managers shall best efforts to co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall notacknowledge and agree that each such intermediary, during the term of this Agreementbeing an independent entity, (i) appoint any other book running lead managers and not the BRLMs or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if anytheir Affiliates), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent fully and solely responsible for the performance of its duties and obligations.
7.4 The Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence acknowledge and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 5.1 The Company and the Selling Shareholders shall, in consultation with the consent of the Lead Managers, appoint relevant intermediaries (and other than entities as are mutually acceptable to the Self Certified Syndicate BanksParties, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the OfferIssue, sponsor banksthe Escrow Collection Banks, escrow collection banksthe Refund Banks, refund banksthe Public Issue Account Banks, advertising agencies agencies, the monitoring agency, the credit rating agency, the syndicate members, Sponsor Banks and printers in connection to the Offerprinters.
8.2 5.2 The Parties, severally and not jointly, Parties agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the OfferIssue, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead ManagersManagers by the Company.
8.3 5.3 The Company acknowledges and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree agrees that the Lead Managers and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Issue. However, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company acknowledges and agrees that such intermediary being an independent entity (and not the Selling Shareholders shall not, during the term of this Agreement, (i) appoint any other book running lead managers Managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if anytheir Affiliates), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent fully and solely responsible for the Company performance of its duties and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxationobligations.
5.4 All costs, accountscharges, legal matters, employee matters, due diligence fees and related matters expenses that are associated with and incurred in connection with the Offer; provided, however, the Lead Managers Issue shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed borne by the Company or the Selling Shareholdersin accordance with Section 13.
8.6 5.5 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the OfferIssue, as set out or will be set out in the Offer Issue Documents.
Appears in 1 contract
Samples: Issue Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable LawThe Company, acting through the Company and Board or the Selling Shareholders shallIPO Committee, with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection to the Offer.
8.2 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independent. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead Managers, appoint relevant intermediaries (other than the Self Certified Syndicate Banks) and other entities as are mutually acceptable to the Parties, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank, advertising agencies, brokers and printers.
8.2 The Company agrees that any intermediary that is appointed shall, if required, be registered with the SEBI under the applicable SEBI rules, regulations and guidelines. Whenever required, the Company shall, in consultation with the Managers, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. All costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses of any intermediary shall be paid in accordance with Applicable Law and the agreed terms with such intermediary. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead Managers.
8.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes agree that such intermediary (and not the Managers or their Affiliates), shall be fully and solely responsible for the performance of its duties and obligations.
8.4 The Company acknowledges and take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokersRegistered Brokers, collecting depository participants Collecting DPs and collecting registrar and transfer agents Collecting RTAs for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 6.1 Subject to Applicable LawLaws, the Company Company, and the Selling Shareholders shallShareholder, in consultation with the consent of the Lead Managers, shall appoint relevant intermediaries (other than the Self Certified Syndicate BanksSCSBs, registered brokersRegistered Brokers, monitoring agenciesCollecting DPs and Collecting RTAs) and other entities as are mutually acceptable to the Parties and in accordance with Applicable Law, and collecting depository participants) or other persons including such as the Registrar to the Offer, sponsor banks, escrow collection banks, refund banksBankers to the Offer (including the Sponsor Bank), advertising agencies agencies, industry experts and printers in connection to the Offerany other experts as required, printers, brokers, practising company secretary, independent chartered accountant and Syndicate Members.
8.2 6.2 The Parties, severally Company and not jointly, the Selling Shareholder agree that any intermediary who that is appointed shall, if applicablerequired, be registered with SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders Shareholder shall, in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee letter understanding, agreement or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead Managers.
8.3 The Company and the Selling Shareholders shall, subject to the extent permissible under the terms of the respective agreements with such intermediaryrelevant agreements, instruct all intermediaries, including the Registrar to the Offer, Share Escrow Agent, Bankers to the sponsor banks, escrow collection banks, refund banksOffer (including the Sponsor Bank), advertising agencies agencies, printers, brokers and printers Syndicate Members, to follow, co- operate and comply with the instructions of the Lead Managers Managers, and shall include a provision to that effect in where applicable and agreed under the respective agreements agreements, in consultation with the Company and/or the Selling Shareholder as applicable. For the avoidance of doubt, it is acknowledged that such intermediary so appointed shall be solely responsible for the performance of its duties and obligations. All costs, charges, fees and expenses relating to the Offer, including any road show, accommodation and travel expenses and fees and expenses paid by the Company to any of the intermediaries shall be paid as per the agreed terms with such intermediariesintermediaries and in accordance with the provisions of Clause 17 (Fees and Expenses) and Applicable Law. A certified true copy of such executed memorandum of understanding, agreement or engagement letter shall, without any delay, be furnished by the Company to the Lead Managers.
8.4 6.3 The Company and the Selling Shareholders Shareholder acknowledge and agree that the Lead Managers and their respective its Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate coordinate, to the extent required by law Applicable Law, or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during Shareholder acknowledge and agree that any such intermediary (and not the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if anyor its Affiliates), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent fully and solely responsible for the performance of its duties and obligations;
6.4 The Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxationShareholder, accountsseverally and not jointly, legal matters, employee matters, due diligence acknowledge and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokersRegistered Brokers, collecting depository participants Collecting DPs and collecting registrar and transfer agents Collecting RTAs for the purpose purposes of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 10.1 Subject to Applicable Law, the Company and the Other Selling Shareholders shall, with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, brokers and collecting depository participants) or other persons including the Registrar to the Offer, monitoring agencies, sponsor banks, escrow collection banks, advisors, industry experts, chartered engineer, practicing company secretary, independent chartered accountant, refund banks, Syndicate members, refund banks, advertising agencies and printers in connection to the Offer.
8.2 10.2 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independentregulations. Whenever required, the Company and the Other Selling Shareholders shall, in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee letter or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead Managers.
8.3 10.3 The Company and the Other Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- co-operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 10.4 The Company and the Other Selling Shareholders agree agrees that the Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary appointed in respect of the Offer and such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement. The Company and the Selling Shareholders, severally and not jointly, acknowledge and agree that any such intermediary, being an independent entity and not the BRLMs or their Affiliates, shall be fully and solely responsible for the performance of its duties and obligations.
8.5 10.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. Axcelus Finserv Private Limited (“Axcelus”) has been appointed as an advisor to the Offer by the Company. The Company and the Other Selling Shareholders shall not, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running co- lead managers, syndicate members or advisor in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager Managers with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being as set out in the nature Engagement Letter; however, for purposes of book running lead managers the Pre-IPO Placement, if any, it is clarified that the Company and/or Axcelus may procure investors independently from the Lead Managers and the Lead Managers shall not be entitled to any fees, commission or coother payments in respect of such investors that are exclusively procured by the Company and/or Axcelus, provided that the terms of the Pre-book running lead managers or syndicate members) IPO placement shall be decided in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Other Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Other Selling Shareholders.
8.6 10.6 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 5.1 The Company and the Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLMs, appoint relevant intermediaries (other than the Self Certified Syndicate Banks, registered brokersRegistered Brokers, monitoring agenciesCollecting Depository Participants and RTAs) and other entities as are mutually acceptable to the Parties, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banksthe Escrow Collection Bank(s), escrow collection banksthe Refund Bank(s), refund banksthe Public Offer Account Bank(s), the Sponsor Bank(s), the monitoring agency, advertising agencies agencies, brokers and printers printers, in connection to the Offeraccordance with Applicable Law.
8.2 5.2 The Parties, severally and not jointly, agree Company agrees that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead ManagersBRLMs.
8.3 5.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, shall instruct all intermediaries, including the Registrar to the Offer, the sponsor banksEscrow Collection Bank(s), escrow collection banksthe Refund Bank(s), refund banksthe Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies agencies, printers, bankers and printers brokers to follow, co- operate and comply with follow the instructions of the Lead Managers BRLMs and shall make best efforts to include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company.
8.4 5.4 The Company and the Selling Shareholders agree that the Lead Managers BRLMs and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entitythe BRLMs shall use their best efforts to co- ordinate, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company acknowledges and the Selling Shareholders shall notagrees that each such intermediary, during the term of this Agreementbeing an independent entity, (i) appoint any other book running lead managers and not the BRLMs or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if anytheir Affiliates), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company fully and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever solely responsible for the acts or omissions performance of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholdersits duties and obligations.
8.6 5.5 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 7.1 The Company and the Selling Shareholders shall, in consultation with the consent of the Lead ManagersBRLMs, appoint relevant intermediaries (other than the Self Certified Syndicate BanksBanks Registered Brokers, registered brokersCollecting Depository Participants and RTAs) and other entities as are mutually acceptable to the Parties, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banksthe Escrow Collection Bank(s), escrow collection banksthe Refund Bank(s), refund banksthe Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies agencies, brokers and printers printers, in connection to the Offeraccordance with Applicable Law.
8.2 7.2 The Parties, severally Company and not jointly, the Selling Shareholders agree that any intermediary who that is appointed shall, if applicablerequired, be registered with the SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. All costs, charges, fees and expenses relating to the Offer, including road show, accommodation and travel expenses and fees and expenses of any intermediary shall be paid by the Company and the Selling Shareholders in accordance with Applicable Law and the agreed terms with such intermediary. A certified true copy of such the executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with any intermediary shall promptly be furnished to the Lead ManagersBRLMs.
8.3 7.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers BRLMs and their respective Affiliates shall not be not, directly or indirectly indirectly, be held liable or responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, the BRLMs shall be fully and solely responsible for the performance of use their duties and obligations; provided, however, that the Lead Managers shall best efforts to co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall notacknowledge and agree that each such intermediary, during the term of this Agreementbeing an independent entity, (i) appoint any other book running lead managers and not the BRLMs or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if anytheir Affiliates), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent fully and solely responsible for the performance of its duties and obligations.
7.4 The Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence acknowledge and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents Designated Intermediaries for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the Company and the Selling Shareholders (to the extent applicable) wherever required, shall, with the prior written consent of the Lead ManagersBRLMs, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokersRegistered Brokers, monitoring agenciesCollecting DPs and Collecting RTAs) and other entities as are mutually acceptable to the Parties, and collecting depository participants) or other persons including such as the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection Bankers to the OfferOffer (including the Sponsor Bank) advertising agencies, monitoring agency, industry experts and any other experts as required, printers, brokers and Syndicate Members.
8.2 The PartiesCompany and each of the Selling Shareholders, severally and not jointly, agree that any intermediary who that is appointed shall, if applicablerequired, be registered with SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders (to the extent such Selling Shareholder is required to appoint any intermediary), shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee letter understanding, agreement or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead Managers.
8.3 The Company and the Promoter Selling Shareholders shallShareholder, to the extent permissible under the terms of the respective agreements with such intermediaryas applicable, shall instruct all intermediaries, including the Registrar to the Offer, the sponsor banksShare Escrow Agent, escrow collection banks, refund banksBankers to the Offer (including the Sponsor Bank), advertising agencies agencies, printers, brokers and printers Syndicate Members to follow, co- operate and comply with follow the instructions of the Book Running Lead Managers Managers, and shall use their best efforts to include a provision to that effect in each of the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree . For avoidance of doubt, it is acknowledged that the Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other such intermediary and such other intermediary, being an independent entity, so appointed shall be fully and solely responsible for the performance of their its duties and obligations; provided. All costs, howevercharges, that fees and expenses relating to the Lead Managers Offer, including any road show, accommodation and travel expenses and fees and expenses paid by the Company (including on behalf of the Selling Shareholders) to any of the intermediaries shall co-ordinate be paid as per the agreed terms with such intermediaries and in accordance with the provisions of Clause 8. A certified true copy of such executed memorandum of understanding, agreement or engagement letter shall without any unreasonable delay be furnished by the Company, to the BRLMs.
8.3 The BRLMs and their respective Affiliates shall not, directly or indirectly, be held responsible for any act or omission of any intermediary appointed in respect of the Offer, unless expressly agreed otherwise, in writing. However, the BRLMs shall coordinate, to the extent required by law Applicable Laws or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall notShareholders, during severally and not jointly, acknowledge and agree that any such intermediary, being an independent entity and not the term of this AgreementBRLMs or their Affiliates, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent fully and solely responsible for the performance of its duties and obligations.
8.4 The Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions each of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges , severally and takes not jointly, acknowledge and take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokersRegistered Brokers, collecting depository participants Collecting DPs and collecting registrar and transfer agents Collecting RTAs for the purpose purposes of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 10.1 The Company and the Selling Shareholders shall, with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection to the Offer.
8.2 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independent. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead ManagersManager, appoint the Intermediaries. Fees payable to the Intermediaries shall be payable by the Company in accordance with the appointment or engagement letters of such Intermediaries and the Lead Manager shall not be responsible for the payment of any fees or expenses of any Intermediary.
10.2 The Parties agree that any Intermediary who is appointed shall be registered with SEBI, where applicable under the applicable regulations issued by SEBI from time to time.
10.3 Whenever required, the Company shall, in consultation with the Lead Manager, enter into a legally binding memorandum of understanding or fee letter or engagement letter agreement with the concerned intermediary Intermediary associated with the OfferIssue, clearly setting forth out their mutual rights, responsibilities and obligations. A certified Certified true copy copies of such executed memorandum of understanding or fee letter or engagement letter agreement shall be furnished to the Lead ManagersManager.
8.3 10.4 The Company shall not, directly or indirectly, engage or associate with any other agency to carry out any part of the service agreed to be performed by the Lead Manager without consulting the Lead Manager. Fees and expenses due to such agencies, if appointed, shall be payable by the Company directly and the Selling Shareholders shallLead Manager shall not be liable or responsible, therefore.
10.5 All cost and expenses relating to the extent permissible under Issue including listing fees, costs relating to road shows (if any), hotel and travel expenses of Company’s personnel and fees and expenses paid to any Intermediaries or other agencies legal counsel to the Issue shall be borne by the Company.
10.6 The Lead Manager is, and shall be, the exclusive Lead Manager in respect of the Issue, subject to terms of the respective agreements with such intermediaryAgreement and the Engagement Letter. The Company shall not during the term of this Agreement, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply appoint any other advisor or lead manager without prior consultation with the instructions Lead Manager. During the period of engagement of the Lead Managers and shall include a provision to that effect Manager hereunder, except what is in the respective agreements public domain, the Company or its Affiliates will not discuss the Issue or any other placement or issuance and allotment of any equity or equity linked securities of the Company relating to the Issue with such intermediaries.
8.4 The Company and any third parties, except with the Selling Shareholders agree that prior consultation with the Lead Managers Manager, and their respective Affiliates it will promptly notify the Lead Manager if it receives any inquiry concerning the Issue. Nothing contained herein shall be interpreted to prevent the Company from retaining legal counsel or such other advisers or parties as may be required for taxation, accounts, legal matters, environment matters, employee matters, due diligence and related matters in connection with the Issue. However, the Lead Manager shall not be directly or indirectly held responsible liable in any manner whatsoever for any action or omission the actions of any other intermediary and advisors or parties appointed by the Company.
10.7 The Parties acknowledge that any such other intermediaryIntermediary, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; provided, however, that the Lead Managers shall co-ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Issue Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the The Company and the Selling Shareholders (to the extent each such Selling Shareholder is required to appoint any intermediary) shall, in consultation with the consent of the Lead Managers, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokersRegistered Brokers and Collecting Depository Participants) and other entities in relation to the Offer as are mutually acceptable to the Parties, monitoring agenciesincluding, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor bankssyndicate members, escrow collection banksmonitoring agency, refund banks, advertising agencies and printers in connection the Bankers to the Offer, Refund Banker, Public Offer Bank(s), Sponsor Bank, advertising agencies, credit rating agencies (if required), printers, syndicate members and brokers.
8.2 The Parties, severally and not jointly, Parties agree that any intermediary who that is appointed shall, if applicablerequired, be registered with SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders (to the extent each such Selling Shareholder is required to appoint any intermediary) shall, in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee understanding, engagement letter or engagement letter agreement with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee understanding, engagement letter or engagement letter agreement shall promptly be furnished by the Company to the Lead Managers.
8.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers and their respective Affiliates shall not be not, directly or indirectly indirectly, be held responsible for any action or omission of any other intermediary and such other intermediaryappointed in respect of the Offer. However, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate ordinate, to the extent required by law Applicable Law or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall notShareholders, during severally and not jointly, acknowledge and agree that any such intermediary, being an independent entity and not the term of this AgreementManagers or their Affiliates, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent fully and solely responsible for the performance of its duties and obligations.
8.4 The Company and the Selling Shareholders from retaining legal counsel or such other advisors Shareholders, as may be required for taxationapplicable, accountsseverally and not jointly, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 The Company acknowledges acknowledge and takes cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks Bank(s) for the purpose purposes of the Application Supported by Blocked Amount any ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokersRegistered Brokers, collecting depository participants and collecting registrar and transfer agents Collecting Depository Participants, syndicate members for the purpose purposes of collection of the Bid cum Application Forms, Forms in the Offer, as set out or will be applicable and as set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 6.1 Subject to Applicable Law, the Company and the Selling Shareholders shall, with the consent of the Lead ManagersBRLMs, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, and collecting depository participants) or other persons including the Registrar to the OfferIssue, sponsor banks, escrow collection banks, refund banks, monitoring agency, advertising agencies and printers in connection to the OfferIssue.
8.2 6.2 The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independentregulations. Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee letter or engagement letter with the concerned intermediary associated with the OfferIssue, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead ManagersBRLMs.
8.3 6.3 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the OfferIssue, the sponsor banks, escrow collection banks, refund banksBankers to the Issue, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers BRLMs and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 6.4 The Company and the Selling Shareholders agree agrees that the Lead Managers BRLMs and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; provided, however, that the Lead Managers BRLMs shall co-ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 6.5 The Lead Managers BRLMs shall be the exclusive book running lead managers in respect of the OfferIssue. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members or advisor in relation to the Offer Issue without the prior written consent of such Lead Managers BRLMs who are a Party to this Agreement (other than a Lead Manager BRLM with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the OfferIssue; provided, however, the Lead Managers BRLMs shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling ShareholdersCompany.
8.6 6.6 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the OfferIssue, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Issue Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 8.1. Subject to Applicable Law, the Company and the Selling Shareholders Shareholders, where applicable, shall, with the consent of the Lead ManagersBRLMs, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokers, monitoring agencies, registrar and transfer agents and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection banks, refund banksbank, monitoring agency, advertising agencies agency and printers in connection to with the Offer.
8.2 8.2. The Parties, severally and not jointly, agree that any intermediary who is appointed shall, if applicable, be registered with SEBI under the relevant SEBI rules, guidelines and regulations and should be independentregulations. Whenever required, the Company and the Selling Shareholders shall, shall in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee letter or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead ManagersBRLMs.
8.3 8.3. The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banksbankers to the Offer, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers BRLMs and where applicable and agreed under the respective agreements, in consultation with the Company and/or the Selling Shareholders and shall include a provision to that effect in the respective agreements with such intermediaries. Each of the Selling Shareholders, to the extent that it is a party to the agreements with any intermediaries in relation to the Offer, shall instruct all such intermediaries to comply with the instructions of the BRLMs, as required in connection with the sale and transfer of its portion of the Offered Shares and where applicable and agreed under the respective agreements.
8.4 8.4. The Company and the Selling Shareholders Shareholders, severally and not jointly agree that the Lead Managers BRLMs and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; provided, however, that the Lead Managers BRLMs shall co-ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate fulfill their performance of their respective functions in accordance with their respective terms of engagement.
8.5 8.5. The Lead Managers BRLMs shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) Agreement appoint any other book running lead managers or co-book running lead managers, syndicate members or advisor in relation to the Offer without the prior written consent of such Lead Managers BRLMs who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminatedAgreement, if any), which consent shall not be unreasonably withheld or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managersdelayed. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers BRLMs shall not be liable in any manner whatsoever for the acts or omissions actions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders.
8.6 8.6. The Company acknowledges and takes take cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the 9.1 The Company and the Selling Shareholders shall, in consultation with the consent of the Lead Managers, appoint intermediaries (other than in the Self Certified Syndicate BanksIssue, registered brokerssuch as the registrar to the Issue, bankers to the Issue, advertising agency, monitoring agenciesagency and printers for printing the Letter of Offer, Abridged Letter of Offer, Rights Entitlement Letter, Application Form, confirmation and collecting depository participants) allocation notes, allotment advices, refund orders or any other persons including the Registrar instruments, circulars, or advices. Fees payable to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies intermediaries shall be payable by the Company in accordance with the appointment or engagement letters of such intermediaries and printers in connection to the OfferLead Managers shall not be responsible for the payment of any fees or expenses of any intermediary.
8.2 9.2 The Parties, severally and not jointly, agree Company agrees that any intermediary who is appointed shall, if applicable, shall have to be necessarily registered with SEBI under the relevant applicable SEBI rulesguidelines / regulations or under any other Applicable Laws. The Parties acknowledge that any such intermediary, guidelines being an independent entity shall be fully and regulations solely responsible for the performance of its duties and should obligations, in terms of the agreement or arrangement to be independent. entered into with such intermediary.
9.3 Whenever required, the Company and the Selling Shareholders shall, in consultation with the Lead Managers, enter into a legally binding memorandum of understanding or fee letter or engagement letter an agreement with the concerned intermediary associated with the OfferIssue, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter agreement or engagement letter shall be furnished to the Lead Managers.
8.3 9.4 The Company and the Selling Shareholders shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the Offer, the sponsor banks, escrow collection banks, refund banks, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers and shall include a provision have no liability with respect to that effect in the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree that the Lead Managers and their respective Affiliates shall not be directly acts or indirectly held responsible for any action or omission omissions of any intermediary or any other agency. The Parties acknowledge that any such intermediary and such or any other intermediaryagency, being an independent entity, shall be fully and solely responsible for the performance of their its duties and obligations; provided.
9.5 The Company shall not, howeverdirectly or indirectly, that engage or associate with any other agency to carry out any part of the service agreed to be performed by the Lead Managers shall co-ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with consulting the Lead Managers. Nothing contained herein Fees and expenses due to such agencies, if appointed, shall be interpreted to prevent payable by the Company directly and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in or responsible for any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholderspayment.
8.6 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Issue Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 Subject to Applicable Law, the The Company and the Selling Shareholders shall, shall in in consultation with the consent of Book Running Lead Manager appoint other intermediaries or other persons, such as the Lead ManagersRegistrar, appoint intermediaries (other than Bankers to the Self Certified Syndicate Issue, Refund Banks, registered brokers, monitoring advertising agencies, and collecting depository participants) or other persons including the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection to the Offer.
8.2 The Parties, severally and not jointly, agree that any intermediary who is appointed shallMonitoring Agency, if applicable, and printers of the Issue Documents, application forms, Allotment Advices, Allotment letters, certificates for the Equity Shares, refund orders or any other instruments, circulars or advices (collectively, ‘Intermediaries’ and individually as an ‘Intermediary’). Further, it is agreed that the Book Running Lead Manager may, at its sole discretion, enter into an agreement with a sub-syndicate member in relation to the Issue. The Parties agree that any Intermediary who is appointed shall be registered registered, if required, with SEBI where applicable under the relevant applicable SEBI rules, guidelines and regulations and should be independent. regulations, or guidelines.
8.2 Whenever required, the Company and the Selling Shareholders shall, in consultation with the Book Running Lead ManagersManager, enter into a legally binding memorandum of understanding and, or fee letter or engagement letter agreement with the concerned intermediary Intermediary associated with the OfferIssue, clearly setting forth out their mutual rights, responsibilities and obligations. A The certified true copy copies of such executed memorandum of understanding and, or fee letter or engagement letter agreement shall be furnished to the Book Running Lead ManagersManager. It is agreed between the Parties that the Self Certified Syndicate Bank(s) shall be deemed to be Intermediaries, without any agreement being required to be executed in writing with such Self Certified Syndicate Bank(s), in accordance with Applicable Law.
8.3 The Company shall not, directly or indirectly, engage or associate with any other agency to carry out any part of the service agreed to be performed by the Book Running Lead Manager without consulting the Book Running Lead Manager. The fees to such agencies, if appointed, shall be payable by the Company directly and the Selling Shareholders Book Running Lead Manager shall not be liable or responsible therefor.
8.4 The Book Running Lead Manager shall have no liability with respect to acts or omissions of any Intermediary except to the extent of fraud, willful misconduct or gross negligence on the part of the Book Running Lead Manager. The Parties acknowledge that any such Intermediary, being an independent entity, shall be fully and solely responsible for the performance of its duties and obligations.
8.5 All costs and expenses relating to the Issue, including road shows, accommodation and travel expenses and all fees and expenses to be paid to Intermediaries including legal fees and expenses shall be paid by the Company as per the appointment or engagement letters of such Intermediaries.
8.6 The Book Running Lead Manager shall be the exclusive manager in respect of the Issue, subject to terms of this Issue Agreement and the Fee Letter. The Company shall not, during the term of this Issue Agreement, appoint any other advisor or Book Running Lead Manager in relation to the Issue without the prior written consent of the Book Running Lead Manager.
8.7 The Company represents that except for this Issue Agreement, any Syndicate Agreement and any Underwriting Agreement that the Company may enter into with the Book Running Lead Manager and other syndicate members, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or the Book Running Lead Manager for a brokerage commission or other like payment in connection with the Issue.
8.8 Nothing contained herein shall be interpreted to prevent the Company from retaining legal counsel or such other advisers or parties as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Issue subject to such entities issuing the customary opinions, as may be required by the Book Running Lead Manager. However, the Book Running Lead Manager shall not be liable in any manner whatsoever for the actions or omissions of any other advisors or parties (including those appointed pursuant to their written consent) appointed by the Company.
8.9 The Company acknowledge and take cognizance of the deemed agreement of the Company with the Self Certified Syndicate Bank(s) for purposes of any ASBA process (as set out under the SEBI ICDR Regulations), as well as with the Registered Brokers, RTAs, CDPs, syndicate members for the purposes of collection of Bid cum Application Forms in the Issue, as set out in the Issue Documents.
8.10 The Company shall, to the extent permissible under the terms of the respective agreements with such intermediary, instruct all intermediaries, including the Registrar to the OfferIssue, the sponsor banks, escrow collection banks, refund banksBankers to the Issue, advertising agencies and printers to follow, co- operate and comply with the instructions of the Lead Managers BRLM and shall include a provision to that effect in the respective agreements with such intermediaries.
8.4 8.11 The Company and the Selling Shareholders agree that the Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other intermediary and such other intermediary, being an independent entity, shall be fully and solely responsible for the performance of their duties and obligations; provided, however, that the Lead Managers shall co-ordinate to the extent required by law or any agreements, the activities of all the intermediaries in order to facilitate their performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers BRLM shall be the exclusive book running lead managers manager in respect of the OfferIssue. The Company and the Selling Shareholders shall not, during the term of this Issue Agreement, (i) appoint any other book running lead managers or co-book running lead managersmanager, syndicate members member or advisor in relation to the Offer Issue without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead ManagersBRLM. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the OfferIssue; provided, however, the Lead Managers BRLM shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling ShareholdersCompany.
8.6 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the Self-Certified Syndicate Banks for the purpose of the Application Supported by Blocked Amount process (as set forth under the SEBI ICDR Regulations), as well as with the registered brokers, collecting depository participants and collecting registrar and transfer agents for the purpose of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Issue Agreement
APPOINTMENT OF INTERMEDIARIES. 8.1 7.1 Subject to Applicable LawLaws, the Company and along with the Selling Shareholders Shareholder wherever applicable, shall, with the prior written consent of the Lead ManagersBRLMs, appoint intermediaries (other than the Self Certified Syndicate Banks, registered brokersRegistered Brokers, monitoring agenciesCollecting DPs and RTAs and other entities as are mutually acceptable to the Parties, and collecting depository participants) or other persons including such as the Registrar to the Offer, sponsor banks, escrow collection banks, refund banks, advertising agencies and printers in connection Bankers to the OfferOffer (including the Sponsor Bank) advertising agencies, monitoring agency, industry experts and any other experts as required, printers, brokers and Syndicate Members.
8.2 7.2 The PartiesCompany and each of the Selling Shareholders, severally and not jointly, agree that any intermediary who that is appointed shall, if applicablerequired, be registered with SEBI under the relevant applicable SEBI rules, guidelines and regulations and should be independentguidelines. Whenever required, the Company and the Selling Shareholders (to the extent each such Selling Shareholder is required to appoint any intermediary), shall, in consultation with the Lead ManagersBRLMs, enter into a legally binding memorandum of understanding or fee letter understanding, agreement or engagement letter with the concerned intermediary associated with the Offer, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such executed memorandum of understanding or fee letter or engagement letter shall be furnished to the Lead Managers.
8.3 The Company and the Selling Shareholders shallShareholders, to the extent permissible under the terms of the respective agreements with such intermediaryas applicable, shall instruct all intermediaries, including the Registrar to the Offer, the sponsor banksShare Escrow Agent, escrow collection banks, refund banksBankers to the Offer (including the Sponsor Bank), advertising agencies agencies, printers, brokers and printers Syndicate Members to follow, co- operate follow and comply with the instructions of the Book Running Lead Managers Managers, and shall use their best efforts to include a provision to that effect in each of the respective agreements with such intermediaries.
8.4 The Company and the Selling Shareholders agree . For avoidance of doubt, it is acknowledged that the Lead Managers and their respective Affiliates shall not be directly or indirectly held responsible for any action or omission of any other such intermediary and such other intermediary, being an independent entity, so appointed shall be fully and solely responsible for the performance of their its duties and obligations; provided. All costs, howevercharges, that fees and expenses relating to the Lead Managers Offer, including any road show, accommodation and travel expenses and fees and expenses paid by the Company (including on behalf of the Selling Shareholders) to any of the intermediaries shall co-ordinate be paid as per the agreed terms with such intermediaries and in accordance with the provisions of Clause 18. A certified true copy of such executed memorandum of understanding, agreement or engagement letter shall without any unreasonable delay be furnished by the Company and the Selling Shareholders, as applicable to the BRLMs.
7.3 The BRLMs and their respective Affiliates shall not, directly or indirectly, be held responsible for any act or omission of any intermediary appointed in respect of the Offer, unless expressly agreed otherwise, in writing. However, the BRLMs shall coordinate, to the extent required by law Applicable Laws or under any agreementsagreements to which they are parties, the activities of all the intermediaries in order to facilitate their the performance of their respective functions in accordance with their respective terms of engagement.
8.5 The Lead Managers shall be the exclusive book running lead managers in respect of the Offer. The Company and the Selling Shareholders shall not, during the term each of this Agreement, (i) appoint any other book running lead managers or co-book running lead managers, syndicate members in relation to the Offer without the prior written consent of such Lead Managers who are a Party to this Agreement (other than a Lead Manager with respect to whom this Agreement has been terminated, if any), or (ii) appoint any other advisor (not being in the nature of book running lead managers or co-book running lead managers or syndicate members) in relation to the Offer without prior consultation with the Lead Managers. Nothing contained herein shall be interpreted to prevent the Company and the Selling Shareholders from retaining legal counsel or such other advisors as may be required for taxation, accounts, legal matters, employee matters, due diligence and related matters in connection with the Offer; provided, however, the Lead Managers shall not be liable in any manner whatsoever for the acts or omissions of any advisors (including those appointed pursuant to their written consent) appointed by the Company or the Selling Shareholders, severally and not jointly, acknowledge and agree that any such intermediary, being an independent entity and not the BRLMs or their Affiliates, shall be fully and solely responsible for the performance of its duties and obligations.
8.6 7.4 The Company acknowledges and takes each of the Selling Shareholders, severally and not jointly, acknowledge and take cognizance of the deemed agreement of the Company with the Self-Self Certified Syndicate Banks for the purpose purposes of the Application Supported by Blocked Amount ASBA process (as set forth out under the SEBI ICDR Regulations), as well as with the registered brokersRegistered Brokers, collecting depository participants Collecting DPs and collecting registrar and transfer agents RTAs for the purpose purposes of collection of the Bid cum Application Forms, in the Offer, as set out or will be set out in the Offer Documents.
Appears in 1 contract
Samples: Offer Agreement