BINDING EFFECT, ENTIRE UNDERSTANDING. The terms and conditions of this Agreement will be binding on and inure to the benefit of the Parties. Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses contained in the respective Engagement Letter, these terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers for the Offer or taxes payable with respect thereto. The Company confirms that until the commencement of trading of the Equity Shares on the Stock Exchanges pursuant to the Offer, none of the Company, its Affiliates, the Selling Shareholders, Promoters or the Directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offer, without the prior written consent of the Lead Managers.
Appears in 2 contracts
Samples: Offer Agreement, Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. The terms and conditions of this Agreement will be binding on and inure to the benefit of the Parties. Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses payable to the BRLMs contained in the respective Engagement Letter, these terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers respective BRLMs for the Offer or taxes payable with respect thereto. The Company confirms and the Selling Shareholders, severally and not jointly confirm that until the commencement of trading of the Equity Shares on the Stock Exchanges pursuant to the Offer, none of the Company, its Affiliates, the Selling Shareholders, Promoters their respective Affiliates, or the Directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the OfferOffer without prior consultation with, without and the prior written consent of the Lead ManagersBRLMs.
Appears in 2 contracts
Samples: Offer Agreement, Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless otherwise mentioned in this Agreement, and except in relation to Except for the fees and expenses contained in the respective Engagement Letter, these the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. The Company confirms that .
19.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder confirms that until the listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, its Affiliatesthe Promoter Selling Shareholder, the Selling Shareholders, Promoters any of their respective Affiliates or the Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offerwithout prior consultation with, without and the prior written consent of the Lead ManagersBRLMs.
Appears in 2 contracts
Samples: Offer Agreement, Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING.
17.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless Except otherwise mentioned in this Agreement, Agreement and except in relation to the fees and expenses contained in the respective Engagement Letter, these terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In .
17.2 From the event of any inconsistency or dispute between the terms date of this Agreement up to the date of listing of Equity Shares, the Company and the Engagement LetterSelling Shareholder shall not enter into any initiatives, the terms of this Agreement shall prevailagreements, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency commitments or dispute relates to the fees understandings (whether legally binding or expenses payable to the Lead Managers for not) will be entered into with any person or be taken which may directly or indirectly affect or be relevant in connection with the Offer or taxes payable with respect theretothis Agreement without the prior consent of the BRLMs. The Company further confirms that until the commencement of trading listing of the Equity Shares on the Stock Exchanges pursuant to the Offer, none of neither the Company, its Affiliatesnor any of the Company Entities, the Selling ShareholdersDirectors, Promoters or the Directors have Promoter has or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offer, without the prior written consent of the Lead ManagersBRLMs.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless otherwise mentioned in this Agreement, and except in relation to Except for terms of the fees and expenses contained in the respective Engagement Fee Letter, these the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, hereof and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers for the Offer or any taxes payable with respect thereto.
19.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the Lead Managers. The Company confirms that until the commencement of trading listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, any of its Affiliates, the Selling Shareholders, Promoters Affiliates or the Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offerwithout prior consultation with, without and the prior written consent of the Lead Managers.
Appears in 1 contract
Samples: Syndicate Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 21.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless otherwise mentioned in this Agreement, and except in relation to Except for the fees and expenses contained in the respective Engagement Letter, these the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. The Company confirms that .
21.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company shall not enter into any agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Selling Shareholders, severally and not jointly, confirms that during the term of this Agreement, until the listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, its Affiliates, the Selling Shareholders, Promoters any of their respective Affiliates or the Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Offered Shares through the Offerwithout prior consultation with, without and the prior written consent of the Lead ManagersBRLMs.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 13.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless otherwise mentioned in this Agreement, and except Except in relation to the fees and expenses contained in the respective Engagement Letter, these terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the OfferIssue, unless expressly stated other in this Agreement. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers BRLM for the Offer Issue or taxes any Taxes payable with respect thereto. The Company confirms that until .
13.2 From the date of this Agreement up to the commencement of trading in the Equity Shares, the Company shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Issue or this Agreement without the prior consent of the BRLM. The Company further confirms that as on the date of signing of this Agreement and until the listing and the trading of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, its Affiliates, the Selling Shareholders, Promoters any of their respective Affiliates or the Directors have has entered or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offerwithout prior consultation with, without and the prior written consent of the Lead ManagersBRLM.
Appears in 1 contract
Samples: Issue Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless otherwise mentioned in this Agreement, and except in relation to Except for the fees and expenses contained in the respective Engagement Fee Letter, these the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers BRLMs for the Offer or any goods and service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. The Company confirms that .
19.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Selling Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Selling Shareholders confirms that until the listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, its Affiliates, the Selling Shareholders, Promoters any of their respective Affiliates or the Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through except within promoter group in line with the OfferAgreement, without prior consultation with, and the prior written consent of the Lead ManagersBRLMs.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 18.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless otherwise mentioned in this Agreement, and except in relation to Except for terms of the fees and expenses contained in the respective Engagement Fee Letter, these the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, hereof and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers for the Offer or any taxes payable with respect thereto.
18.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the Managers. The Company confirms that until the commencement of trading listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, any of its Affiliates, the Selling Shareholders, Promoters Affiliates or the Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offerwithout prior consultation with, without and the prior written consent of the Lead Managers.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 20.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless otherwise mentioned in this AgreementExcept for the Engagement Letters, and except in relation to the fees and expenses contained in the respective Engagement Letter, these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, hereof and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement LetterLetters, the terms of this Agreement shall prevail, provided that the Engagement Letter Letters shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. The Company confirms that .
20.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Selling Shareholders (in relation to their respective portion of the Offered Shares) shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without prior consultation with the BRLMs. Each of the Company and the Selling Shareholders, severally and not jointly, confirms that until the listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, its Affiliatesany Selling Shareholder, the Selling Shareholders, Promoters any of their respective Affiliates or the Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through without prior consultation with the Offer, without the prior written consent of the Lead ManagersBRLMs.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 21.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless otherwise mentioned in this Agreement, and except in relation to Except for the fees and expenses contained in the respective Engagement Letter, these the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. The Company confirms that .
21.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Selling Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the Managers. Each of the Company and the Selling Shareholders confirms that until the listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, its Affiliatesany Selling Shareholder, the Selling Shareholders, Promoters any of their respective Affiliates or the Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offerwithout prior consultation with, without and the prior written consent of the Lead Managers.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 21.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless otherwise mentioned in this Agreement, and except in relation to Except for the fees and expenses contained in the respective Engagement Fee Letter, these the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. The Company confirms that .
21.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Selling Shareholders (in relation to their respective portion of the Offered Shares) shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the Managers. Each of the Company and the Selling Shareholders confirms that until the listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, its Affiliatesany Selling Shareholder, the Selling Shareholders, Promoters any of their respective Affiliates or the Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the OfferOffered Shares, as applicable, without prior consultation with, and the prior written consent of the Lead Managers.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 16.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the Parties. Unless otherwise mentioned in this AgreementParties hereto, and except their successors, and permitted assigns. This Agreement and the Fee Letter collectively constitute the entire understanding of the Parties with respect to the rights and obligations of the Parties vis-à-vis each other in relation to the fees and expenses contained in the respective Engagement Letter, these Offer. The terms and conditions of this Agreement and the Fee Letter supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that the Engagement Fee Letter shall prevail over this Agreement solely to the extent where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers for the Offer or taxes any Taxes payable with respect thereto. The Company confirms that until .
16.2 From the date of this Agreement up to the commencement of trading in the Equity Shares, the Promoter Selling Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) relating to the offer, sale, distribution or delivery of their respective portion of Offered Shares directly or indirectly without the prior written consent of the Managers.
16.3 The Company further confirm that until the listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, or any of its Affiliates, the Selling Shareholders, Promoters Affiliates or the Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offerwithout prior consultation with, without and the prior written consent of the Lead Managers.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 16.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the Parties. Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses contained in the respective Engagement Letter, these These terms and conditions of this Agreement shall supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses (including applicable taxes on such fees and expenses) payable to the Lead Managers BRLMs for the Offer or taxes payable with respect thereto. The Company confirms For avoidance of doubt, it is hereby clarified that until the provisions of this Agreement under Clause 19 with respect to taxes applicable to any payments to the BRLMs shall supersede and prevail over any prior agreements or understandings in this regard, including without limitation, the Fee Letter.
16.2 From the date of this Agreement up to the commencement of trading of in the Equity Shares on Shares, the Stock Exchanges pursuant Company and the Selling Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) relevant to this Agreement or the Offer, none with any person which may directly or indirectly affect the Offer, without the prior consent of the BRLMs, and neither the Company, its Affiliates, the Selling ShareholdersShareholders nor any of their respective directors, Promoters as applicable, have entered, or the Directors have or will enter shall enter, into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity the Offered Shares through the Offerwithout prior consultation with, without and the prior written consent of of, the Lead ManagersBRLMs.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 16.1 The terms and conditions of this Agreement will be binding on and inure to the benefit of the Parties. Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses contained in the respective Engagement Fee Letter, these terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers BRLMs for the Offer or taxes payable with respect thereto. .
16.2 The Company confirms that until the commencement of trading listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, its Affiliates, the Selling Shareholders, Promoters Affiliates or the Directors have has or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the OfferOffer without prior consultation with, without and the prior written consent of the Lead ManagersBRLMs. Further, each of the Selling Shareholders confirms that until the listing of the Equity Shares, it has not and will not enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of any Equity Shares other than the Offered Shares, without prior written intimation to the BRLMs.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless otherwise mentioned in this Agreement, and except in relation to Except for the fees and expenses contained in the respective Engagement Letter, these the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. The .
19.2 Each of the Company confirms and the Selling Shareholders confirm that until the commencement of trading listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, its Affiliates, the Selling Shareholders, Promoters any of their respective Affiliates or the Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offerwithout prior consultation with, without and the prior written consent of the Lead ManagersBRLMs.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 17.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the Parties. Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses contained in the respective Engagement Letter, these These terms and conditions of this Agreement shall supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses (except applicable taxes on such fees and expenses) payable to the Lead Managers BRLMs for the Offer or taxes payable with respect thereto. The Company confirms For avoidance of doubt, it is hereby clarified that until the provisions of this Agreement under Clause 20 with respect to taxes applicable to any payments to the BRLMs shall supersede and prevail over any prior agreements or understandings in this regard, including without limitation, the Engagement Letter.
17.2 From the date of this Agreement up to the commencement of trading of in the Equity Shares on Shares, the Stock Exchanges pursuant Company shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) relevant to this Agreement or the Offer, none with any person which may directly or indirectly affect the Offer, without the prior consent of the BRLMs, and neither the Company, its Affiliates, the Selling ShareholdersShareholders nor any of their respective directors, Promoters as applicable, have entered, or the Directors have or will enter shall enter, into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity the Offered Shares through the Offerwithout prior consultation with, without and the prior written consent of of, the Lead ManagersBRLMs.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 15.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses contained in the respective Engagement Letter, these terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers for the Offer or taxes any Taxes payable with respect thereto. The Company confirms that until .
15.2 From the date of this Agreement up to the commencement of trading in the Equity Shares, the Company and the Selling Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the Managers. The Company and the Selling Shareholders further confirm that until the listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, its Affiliatesany Selling Shareholder, the Selling Shareholders, Promoters any of their respective Affiliates or the Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offerwithout prior consultation with, without and the prior written consent of the Lead Managers.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 16.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto, their successors and permitted assigns. Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses contained in the respective Engagement Letter, these These terms and conditions of this Agreement shall supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses (except applicable taxes on such fees and expenses) payable to the Lead Managers BRLMs for the Offer or taxes payable with respect thereto. The Company confirms For avoidance of doubt, it is hereby clarified that until the provisions of this Agreement under Clause 19 with respect to taxes applicable to any payments to the BRLMs shall supersede and prevail over any prior agreements or understandings in this regard, including without limitation, the Engagement Letter.
16.2 From the date of this Agreement up to the commencement of trading of in the Equity Shares on Shares, the Stock Exchanges pursuant Company and the Selling Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) relevant to this Agreement or the Offer, none with any person which may directly or indirectly affect the Offer, without the prior written consent of the BRLMs, and neither the Company, its Affiliates, the Selling ShareholdersShareholders nor any of their respective directors, Promoters as applicable, have entered, or the Directors have or will enter shall enter, into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity the Offered Shares through the Offerwithout prior consultation with, without and the prior written consent of of, the Lead ManagersBRLMs which consent shall not be unreasonably withheld.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 21.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless otherwise mentioned in this Agreement, and except in relation to Except for the fees and expenses contained in the respective Engagement Letter, these the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. The Company confirms that .
21.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Selling Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Selling Shareholders confirms that until the listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, its Affiliates, the any Selling Shareholders, Promoters any of their respective Affiliates or the Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offerwithout prior consultation with, without and the prior written consent of the Lead ManagersBRLMs.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 22.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless otherwise mentioned in this Agreement, and except in relation to Except for the fees and expenses contained in the respective Engagement Letter, these the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. The Company confirms that .
22.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Selling Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Selling Shareholders confirm that until the listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, its Affiliates, the Selling Shareholders, Promoters any of their respective Affiliates or the Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offerwithout prior consultation with, without and the prior written consent of the Lead ManagersBRLMs.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 18.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless otherwise mentioned in this Agreement, and except in relation to Except for the fees and expenses contained in the respective Engagement Letter, these the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto.
18.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. The Company confirms that until the commencement of trading listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, any of its Affiliates, the Selling Shareholders, Promoters Affiliates or the Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offerwithout prior consultation with, without and the prior written consent of the Lead ManagersBRLMs.
Appears in 1 contract
Samples: Offer Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 18.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless otherwise mentioned in this Agreement, and except in relation to Except for terms of the fees and expenses contained in the respective Engagement Fee Letter, these the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, hereof and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers for the Offer or any taxes payable with respect thereto.
18.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the Lead Managers. The Company confirms that until the commencement of trading listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the Company, any of its Affiliates, the Selling Shareholders, Promoters Affiliates or the Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offerwithout prior consultation with, without and the prior written consent of the Lead Managers.
Appears in 1 contract
Samples: Syndicate Agreement
BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 The terms and conditions of this Agreement will shall be binding on and inure to the benefit of the PartiesParties hereto. Unless otherwise mentioned in this Agreement, and except in relation to Except for the fees and expenses contained in the respective Engagement Letter, these the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the Lead Managers BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. The Company confirms that .
19.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Bank and the Selling Shareholders shall not, jointly nor severally, enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Bank and the Selling Shareholders confirms, severally and not jointly, that until the listing of the Equity Shares on the Stock Exchanges pursuant to the OfferShares, none of the CompanyBank, its Affiliatesany Selling Shareholder, the Selling Shareholders, Promoters any of their respective Affiliates or the Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offerwithout prior consultation with, without and the prior written consent of the Lead ManagersBRLMs.
Appears in 1 contract
Samples: Offer Agreement