Common use of CONFIRMATIONS, REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLING SHAREHOLDERS Clause in Contracts

CONFIRMATIONS, REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLING SHAREHOLDERS. 4.1 Each of the Company and the Promoter Selling Shareholders jointly and severally represent, warrant, covenant and undertake to each of the members of the Syndicate, as of the date hereof, and at all times until the date of commencement of listing and trading of the Equity Shares on the Stock Exchanges, the following: (i) This Agreement has been and shall be duly authorized, executed and delivered by the Company, and is, and will be, a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, Agreement and the Engagement Letter shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive rights, liens, security interests, claims, defects, mortgages, charges, pledges, trusts or any other encumbrances or transfer restrictions, both present and future (“Encumbrances”) on any property or assets of the Company Entities pursuant to or under (i) any provision of Applicable Law; (ii) the constitutional documents of the Company Entities; (iii) any agreement or other instrument binding on the Company Entities or to which its respective assets or properties are subject. No consent, approval, authorization or order of, or qualification with, any Governmental Authority is required by the Company for the performance by the Company Entities of its obligations under this Agreement, the Engagement Letter, Registrar Agreement, service provider agreement with the advertising agency or any other agreement as may be entered into by the Company and the Selling Shareholders, in connection with the Offer, except such as have been obtained or shall be obtained prior to the listing of the Equity Shares on the Stock Exchanges; (ii) Except as disclosed in the DRHP, each of the Company Entities possesses all the necessary permits, registrations, licenses, approvals, consents and other authorizations, which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Offer, its business and facilities (collectively, “Governmental Licenses”) and has complied with, and shall comply with, the terms and conditions of such approvals, and all laws, regulations, directions or orders applicable to them in relation to the Offer or any other matter incidental thereto, including, without limitation) issued by, and has made all necessary declarations and filings with, the appropriate Governmental Authority for the business carried out by the Company Entities as described in the Draft Red Xxxxxxx Prospectus and as will be described in the Red Xxxxxxx Prospectus and the Prospectus. All such Governmental Licenses are valid and in full force and effect, the terms and conditions of which have been fully complied with, and no notice of proceedings has been received relating to the revocation or modification of any such Governmental Licenses which would individually or in aggregate result in a Material Adverse Change. Except as disclosed in the DRHP, in case of Governmental Licenses which are required in relation to the Company Entities’ businesses and have not yet been obtained or have expired, the Company Entities have made the necessary applications for obtaining such Governmental Licenses and no such application has been rejected by any Governmental Authority or is subject to any adverse outcome; (iii) The Company has the corporate power and authority to invite, offer, issue, allot and transfer the Equity Shares pursuant to the Offer, and there are no other corporate authorizations required and there are no restrictions under Applicable Law or the Company’s constitutional documents or any agreement or instrument binding on the Company or to which any of its assets or properties are subject, on the invitation, offer, issue, allotment or transfer by the Company of any of the Equity Shares pursuant to the Offer. The Company is eligible to undertake the Offer in terms of the SEBI ICDR Regulations and all other Applicable Laws. The Company has complied with and shall comply with, the terms and conditions of such approvals, and Applicable Law in relation to the Offer and any matter incidental thereto. (iv) The Company has complied and shall comply with the requirements of the Applicable Law, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and the SEBI ICDR Regulations, in respect of corporate governance, including with respect to constitution of the board of directors of the Company and the committees thereof, prior to the filing of the Draft Red Xxxxxxx Prospectus with the SEBI. (v) Each of the Offer Documents, as of the date on which it has been filed, gives a description of the Company Entities, its Affiliates, Directors, Promoters, members of the Promoter Group, Group Company(ies) and the Equity Shares, which is true, fair, correct, accurate, not misleading and without omission of any matter that is likely to mislead, and adequate to enable prospective investors to make a well informed decision, and all opinions and intentions expressed in each of the Offer Documents are honestly held. (vi) The Company Entities, its Affiliates shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise, to any person for making a Bid in the Offer, and shall not make any payment, whether direct or indirect, whether in the nature of the discounts, commission, allowance or otherwise, to any person for making a Bid in the Offer. Further, none of the Company Entities has remunerated or agreed to remunerate any person in connection with an inducement or invitation to subscribe to the securities of the Company, except for fee and commission payable in accordance with Applicable Law. (vii) The Company shall, and shall cause its Directors, Promoters, members of the Promoter Group, Group Company(ies), the Company Entities or their respective employees, key managerial personnel, representatives, agents, consultants, experts, auditors and others to: (i) promptly disclose and furnish all information, documents, opinions, certificates, reports and particulars for the purpose of the Offer as may be required or requested by the BRLMs or their Affiliates to enable them to cause the filing, in a timely manner, of such documents, certificates, reports and particulars, including, without limitation, any post-Offer documents, certificates (including, without limitation, any due diligence certificate), reports or other information as may be required by the SEBI, the Stock Exchanges, the Registrar of Companies and/or any other Governmental Authority in respect of the Offer (including information which may be required for the purpose of disclosure of the track record of public issues by the BRLMs as required under the SEBI circular No. CIR/MIRSD/1/2012 dated January 10, 2012) or to enable the BRLMs to review the correctness and/or adequacy of the statements made in the Offer Documents (ii) provide, promptly upon the request of the BRLMs, any documentation, information or certification, in respect of compliance by the BRLMs with any Applicable Law or in respect of any request or demand from any Governmental Authority for the purpose of the Offer, whether on or prior to or after the date of the issue of the Equity Shares by the Company or transfer of the Equity Shares by the Selling Shareholders pursuant to the Offer, and shall extend full cooperation to the members of the Syndicate in connection with the foregoing; and

Appears in 1 contract

Samples: Syndicate Agreement

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CONFIRMATIONS, REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLING SHAREHOLDERS. 4.1 Each of the The Company hereby represents, warrants, undertakes and the Promoter Selling Shareholders jointly and severally represent, warrant, covenant and undertake to each of the members of the Syndicate, covenants as of the date hereof, and at all times until the date of commencement of listing and trading of the Equity Shares on the Stock ExchangesRed Xxxxxxx Prospectus, the followingBid/ Offer Period and the date of Allotment: (i) This this Agreement has been and shall will be duly authorized, executed and delivered by the Company, and is, consequently is and will be, be a valid and legally binding instrument, enforceable against the Company, Company in accordance with its terms, and the execution and delivery by the Company ofof the this Agreement, and the performance by the Company of its obligations under, under this Agreement and to undertake and complete the Engagement Letter shall Offer, does not and/or will not conflict with, with and/or result in a breach or violation ofviolation, of or imposition of any pre-emptive rights, liens, security interests, claims, defects, mortgages, charges, pledges, trusts or any other encumbrances or transfer restrictions, both present and future (“Encumbrances”) on any property or assets of the Company Entities pursuant to or under contravene (i) any provision of Applicable Law; (ii) the constitutional documents of the Company EntitiesCompany; (iii) any agreement agreement, indenture, mortgage, deed of trust, loan or credit arrangement, note or other instrument binding on to which the Company Entities is a party or by which it may be bound, or (iv) any written notice or communication, written or otherwise, issued by any third party to the Company with respect to any indenture, loan, credit arrangement or any other agreement to which its respective it is a party or is bound; or result in any acceleration of repayments or the imposition of any Encumbrance on any property or assets of the Company, or properties are subjectany Equity Shares or other securities of the Company. No consent, approval, authorization or order of, or qualification with, any Governmental Authority is required by the Company for the performance by the Company Entities of its obligations under this Agreement, the Engagement Letter, Registrar Agreement, service provider agreement with the advertising agency or any other agreement as may be entered into by the Company and the Selling Shareholders, in connection with the Offer, except such as have been obtained or shall be obtained prior to the listing completion of the Equity Shares on the Stock ExchangesOffer; (ii) Except as disclosed in it has authorized the DRHP, each members of the Company Entities possesses all Syndicate, their respective Sub-Syndicate Members and their respective Affiliates to circulate the necessary permitsRed Xxxxxxx Prospectus, registrationsthe Preliminary Offering Memorandum, licensesthe Bid cum Application Form, approvalsthe abridged prospectus and when finalized, consents the Prospectus and other authorizationsthe Final Offering Memorandum, which may be required under to prospective investors subject to compliance with Applicable Law and/or under contractual arrangements by which it may be boundLaws, in relation to the OfferOffer Agreement, its business the Underwriting Agreement, if and facilities (collectively, “Governmental Licenses”) and has complied withwhen executed, and shall comply with, the terms and conditions of such approvals, and all laws, regulations, directions or orders applicable to them in relation to the Offer or any other matter incidental thereto, including, without limitation) issued by, and has made all necessary declarations and filings with, the appropriate Governmental Authority for the business carried set out by the Company Entities as described in the Draft Red Xxxxxxx Prospectus and as will be described in the Red Xxxxxxx Prospectus Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Prospectus. All such Governmental Licenses are valid and in full force and effect, the terms and conditions of which have been fully complied with, and no notice of proceedings has been received relating to the revocation or modification of any such Governmental Licenses which would individually or in aggregate result in a Material Adverse Change. Except as disclosed in the DRHP, in case of Governmental Licenses which are required in relation to the Company Entities’ businesses and have not yet been obtained or have expired, the Company Entities have made the necessary applications for obtaining such Governmental Licenses and no such application has been rejected by any Governmental Authority or is subject to any adverse outcomeFinal Offering Memorandum; (iii) The Company has the corporate power and authority to invite, offer, issue, allot and transfer the Equity Shares pursuant to the Offer, and there are no other corporate authorizations required and there are no restrictions under Applicable Law or the Company’s constitutional documents or any agreement or instrument binding on the Company accepts full responsibility for the authenticity, correctness and validity of the information, reports, statements, declarations, undertakings, clarifications, documents and certifications provided or to which any of its assets authenticated by or properties are subject, on the invitation, offer, issue, allotment or transfer by the Company behalf of any of the Company, its Directors, Promoters, Promoter Group, Group Companies in the Offer Documents, or otherwise with respect to the Offer and the consequences, if any, of the Company or any of its Affiliates making a misstatement, providing misleading information or withholding or concealing material facts relating to the respect to the Equity Shares pursuant to being issued or transferred by it in the Offer and other information provided by the Company which may have a bearing, directly or indirectly, on the Offer. The Company is eligible expressly affirms that the Syndicate and their respective Affiliates shall not be liable in any manner for the foregoing, except to undertake the extent of the information provided by the BRLMs, in writing, expressly for inclusion in the Offer in terms of the SEBI ICDR Regulations and all other Applicable Laws. The Company has complied with and shall comply withDocuments, the terms and conditions of such approvals, and Applicable Law information in relation to the Offer Syndicate shall be the names, logos, contact details and any matter incidental thereto.SEBI registration numbers of the respective members of the Syndicate; (iv) The Company each of the Offer Documents, as of its respective date, has complied been, and shall comply be prepared in compliance with the requirements of the Applicable Law, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015without limitation, the Companies Act, 2013 and the SEBI ICDR Regulations, in respect of corporate governance, including with respect to constitution of the board of directors of the Company Regulations and the committees thereof, prior to the filing of the Draft Red Xxxxxxx Prospectus with the SEBI. (vi) Each of the Offer Documents, as of the date on which it has been filed, gives a description of the Company Entities, its Affiliates, Directors, Promoters, members of the Promoter Group, Group Company(ies) contains and the Equity Shares, which is shall contain all disclosures that are true, fair, correct, accurate, not misleading or likely to mislead, and adequate and without omission of any relevant information so as to enable prospective investors to make a well informed decision as to an investment in the Offer or as may be deemed necessary or advisable in this relation by the Book Running Lead Managers; (ii) does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Any information made available, or to be made available, to the Book Running Lead Managers and any statement made, or to be made, in the Offer Documents including in relation to the Equity Shares and the Offer, or otherwise with respect to the Offer, shall be true, fair, adequate, complete, accurate, not misleading and without omission of any matter that is likely to mislead, and adequate to enable prospective investors to make a well informed decision, and all opinions and intentions expressed in each of the Offer Documents are honestly held. (vi) The Company Entities, its Affiliates shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise, to any person for making a Bid in the Offer, mislead and shall not make any payment, whether direct or indirect, whether in be updated promptly until the nature commencement of the discounts, commission, allowance or otherwise, to any person for making a Bid in the Offer. Further, none of the Company Entities has remunerated or agreed to remunerate any person in connection with an inducement or invitation to subscribe to the securities of the Company, except for fee and commission payable in accordance with Applicable Law. (vii) The Company shall, and shall cause its Directors, Promoters, members of the Promoter Group, Group Company(ies), the Company Entities or their respective employees, key managerial personnel, representatives, agents, consultants, experts, auditors and others to: (i) promptly disclose and furnish all information, documents, opinions, certificates, reports and particulars for the purpose of the Offer as may be required or requested by the BRLMs or their Affiliates to enable them to cause the filing, in a timely manner, of such documents, certificates, reports and particulars, including, without limitation, any post-Offer documents, certificates (including, without limitation, any due diligence certificate), reports or other information as may be required by the SEBI, the Stock Exchanges, the Registrar of Companies and/or any other Governmental Authority in respect of the Offer (including information which may be required for the purpose of disclosure of the track record of public issues by the BRLMs as required under the SEBI circular No. CIR/MIRSD/1/2012 dated January 10, 2012) or to enable the BRLMs to review the correctness and/or adequacy of the statements made in the Offer Documents (ii) provide, promptly upon the request of the BRLMs, any documentation, information or certification, in respect of compliance by the BRLMs with any Applicable Law or in respect of any request or demand from any Governmental Authority for the purpose of the Offer, whether on or prior to or after the date of the issue trading of the Equity Shares by on the Stock Exchange(s). Further,the (i) Company or transfer of the Equity Shares by the Selling Shareholders pursuant to the Offer, and shall extend full cooperation to the members of the Syndicate in connection with the foregoingis not and/or has not been identified as a “suspended company”; and

Appears in 1 contract

Samples: Syndicate Agreement

CONFIRMATIONS, REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLING SHAREHOLDERS. 4.1 Each of the The Company hereby represents, warrants and the Promoter Selling Shareholders jointly and severally represent, warrant, covenant and undertake covenants to each of the members of the Syndicate, as of the date hereof, and at all times until as on the dates of the Preliminary Offering Memorandum, the RHP, the Offering Memorandum, the Prospectus, the Bid/ Offer Period, the date of Allotment and the date of commencement of listing and trading of the Equity Shares on the Stock Exchanges, the following: (i) This this Agreement has been and shall be duly authorized, executed and delivered by the Company, Company and is, and will be, is a valid and legally binding instrument, enforceable against the Company, Company in accordance with its terms, and the . The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement and any other agreement that it has or may enter into in connection with the Engagement Letter shall Offer will not conflict with, result in a breach or violation of, or imposition of any pre-emptive rightslien, liens, security interests, claims, defects, mortgages, charges, pledges, trusts charge or any other encumbrances or transfer restrictions, both present and future (“Encumbrances”) encumbrance on any property or assets of the Company Entities pursuant to or under (i) its Subsidiaries, contravene any provision of Applicable Law; (ii) the Law or constitutional documents of the Company Entities; (iii) or any agreement or other instrument binding on the Company Entities or to which its respective assets Subsidiaries, taken as a whole, or properties are subject. No any judgment, order or decree of any governmental body , agency or court having jurisdiction over the Company, its Subsidiaries, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority governmental body or agency is required by the Company for the performance by the Company Entities of its obligations under this Agreement, each of the Engagement LetterOffer Documents, Registrar Agreement, service provider agreement with the advertising agency or any other agreement as that it has or may be entered enter into by the Company and the Selling Shareholders, in connection with the Offer, except such as have been obtained or shall be obtained prior to the listing completion of the Equity Shares on the Stock ExchangesOffer; (ii) Except as disclosed in the DRHP, each Company has obtained approval for the Offer through a resolution of the Company Entities possesses Board of Directors dated March 30, 2022; (iii) it has obtained, or shall obtain, all the necessary permits, registrations, licenses, approvals, consents approvals and other authorizationsconsents, which may be required under Applicable Law and/or under or contractual arrangements by which it or its Affiliates may be bound, in relation to the Offer, its business and facilities (collectively, “Governmental Licenses”) and has complied withcomplied, and shall comply withcomply, with all the statutory formalities, including the terms and conditions of such approvals, approvals and all laws, regulations, directions or orders applicable to them Applicable Law in relation to the Offer or any other matter incidental thereto, includingand, without limitationin particular, that written consents or waivers of lenders and any other third party having any pre-emptive rights (direct or indirect) issued byin respect of the Equity Shares or the Offer have been duly obtained (to the extent applicable) and it has complied, and has made all necessary declarations and filings withor agrees to comply, the appropriate Governmental Authority for the business carried out by the Company Entities as described in the Draft Red Xxxxxxx Prospectus and as will be described in the Red Xxxxxxx Prospectus and the Prospectus. All such Governmental Licenses are valid and in full force and effect, with the terms and conditions of which have been fully complied withsuch approvals or waivers, and, further, it has obtained written consent or approval, where required, for the use of information procured from the public domain or third parties and included, and no notice as will be included, in the Offer Documents and it is not in breach of proceedings any agreement or obligation with respect to such third party’s confidential or proprietary information and such third party has been received relating acknowledged that such information is based on or derived from the sources that it believes to be reliable and accurate; (iv) it has authorized the members of the Syndicate, their respective Sub-Syndicate Members and their respective Affiliates to issue and circulate the Offer Documents to prospective investors in accordance with Applicable Law; (v) The Company shall inform the members of the Syndicate of important developments with respect to the revocation business, operations and finances of the Company until the listing and commencement of trading of the Equity Shares; and shall make prompt, true and fair disclosure of all material developments that take place between the date of filing of the RHP and the date of Allotment, which may have a material effect on the Company, by issuing public notices in all the newspapers where the pre-issue advertisement is published. (vi) The Supplemental Offer Materials are prepared in compliance with Applicable Laws and do not conflict or modification will not conflict with the information contained in any Offer Document; (vii) Until commencement of trading of the Equity Shares on the Stock Exchanges, the Company shall promptly update the BRLMs and, at the request of the BRLMs or as may be required by Applicable Law, immediately notify SEBI, the RoC, the Stock Exchanges or any such other supervisory authority or Governmental Licenses Authority and the investors of developments with respect to the business, operations and finances of the Company and its Affiliates, which would individually or in aggregate result in any of the Offer Documents containing an untrue statement of a Material Adverse Change. Except as disclosed material fact, or omitting to state a material fact necessary in order to make the statements therein, in the DRHPlight of the circumstances under which they are made, in case of Governmental Licenses which are required not misleading, provide information pertaining to any pending, potential or threatened litigation, arbitration or investigation in relation to the Company Entities’ businesses Company, its Affiliates and Directors, and to ensure that no information is left undisclosed that, if disclosed, may have not yet been obtained an impact on the judgment of SEBI, the RoC, the Stock Exchanges or have expiredany other supervisory authority or Governmental Authority and/or the investment decision of a prospective investor with respect to the Offer; (viii) Until commencement of trading of the Equity Shares on the Stock Exchanges, the Company Entities have made shall keep the necessary applications for obtaining such Governmental Licenses and no such application BRLMs informed on an immediate basis, if it encounters any difficulty due to disruption of communication systems or any other adverse circumstance which is likely to prevent or which has been rejected by prevented compliance with its obligations, whether statutory or contractual, in respect of any Governmental Authority or is subject to any adverse outcome; (iii) The Company has the corporate power and authority to invite, offer, issue, allot and transfer the Equity Shares pursuant matter pertaining to the Offer, including matters pertaining to Allotment and there are no dispatch of refund orders, and/or demat credits for the Equity Shares; (ix) The Company shall extend all necessary facilities and assistance to the BRLMs to interact on any matter relevant to the Offer with the solicitors, legal advisors, auditors, consultants and advisors to the Offer, financial institutions, banks, agencies or any other organization or intermediary, including the Registrar to the Offer and the advertising agency, that may be associated with the Offer in any capacity whatsoever. In this regard, the Company shall instruct all intermediaries such as the Registrar to the Offer, printers, bankers, brokers, auditors, consultants and advisors to the Offer, to corporate authorizations and comply with the instructions of the BRLMs, where applicable, as required in connection with the Offer, in consultation with the Company and there are no restrictions under Applicable Law the Investor Selling Shareholders; 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. (x) The Company, the Promoters, the Promoter Group and the Directors have not taken, nor shall take, directly or indirectly, any action designed, or that may be reasonably expected, to cause, or result in, stabilization or manipulation of the Company’s price of any security of the Company to facilitate the sale or resale of the Equity Shares. 4.2 Each of the Investor Selling Shareholders severally and not jointly, hereby represents, warrants and covenants to the BRLMs as on the dates of the RHP, the Prospectus, and the date of Allotment the following: (i) this Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms. It is not, and shall not be, in breach of its constitutional documents or any agreement or instrument binding on the Company it or to which any of its assets or properties are subjectApplicable Law, on the invitation, offer, issue, allotment or transfer by the Company (i) authorization, execution and delivery of this Agreement or any of the Equity Offer Documents by it, (ii) offer, sale and delivery of the Investor Offered Shares, (iii) performance by it of its obligations under this Agreement or any of the Offer Documents; (ii) it is the legal and beneficial holder of, has good and valid title to and the corporate power and authority to sell the Investor Offered Shares pursuant (and both Ambadevi and Xxxxxx have consented to the Offer. The Company is eligible to undertake inclusion of the Investor Offered Shares as part of the Offer for Sale by way of consent letters as set out in terms Schedule I), which have been acquired and are held by it in full compliance with Applicable Law; (iii) it authorizes the members of the SEBI ICDR Regulations and all other Applicable Laws. The Company has complied with and shall comply with, the terms and conditions of such approvals, and Applicable Law in relation Syndicate to circulate the Offer and any matter incidental thereto.Documents to prospective investors in accordance with Applicable Law; (iv) The Company has complied declares that its respective Investor Selling Shareholders Statements are true and shall comply with accurate in all material respects and do not contain any untrue statement of a material fact, nor omit to state a material fact required to be stated by it in the requirements Offer Documents, in order to make such Investor Selling Shareholders Statements not misleading, in the light of the Applicable Law, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and the SEBI ICDR Regulations, in respect of corporate governance, including with respect to constitution of the board of directors of the Company and the committees thereof, prior to the filing of the Draft Red Xxxxxxx Prospectus with the SEBI.circumstances under which they are made; and (v) Each of the Offer Documents, as of the date on which it has been filed, gives a description of the Company Entities, its Affiliates, Directors, Promoters, members of the Promoter Group, Group Company(ies) and the Equity Shares, which is true, fair, correct, accurate, not misleading and without omission of any matter that is likely to mislead, and adequate to enable prospective investors to make a well informed decision, and all opinions and intentions expressed in each of the Offer Documents are honestly held. (vi) The Company Entities, its Affiliates shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise, otherwise to any person for making a Bid bid in the Offer, and shall not make any payment, whether direct except for fees or indirect, whether commission for services rendered in relation to the nature Offer. 4.3 Each of the discountsIndividual Selling Shareholders severally and not jointly, commissionrepresents, allowance or otherwise, warrants and covenants to any person for making a Bid in the Offer. Further, none each of the Company Entities has remunerated or agreed to remunerate any person in connection with an inducement or invitation to subscribe to the securities of the Company, except for fee and commission payable in accordance with Applicable Law. (vii) The Company shall, and shall cause its Directors, Promoters, members of the Promoter GroupSyndicate, Group Company(ies)as on the dates of the Preliminary Offering Memorandum, the Company Entities or their respective employeesRHP, key managerial personnelthe Offering Memorandum, representativesthe Prospectus, agentsthe Bid/ Offer Period, consultantsthe date of Allotment and the date of commencement of trading of the Equity Shares on the Stock Exchanges, experts, auditors and others tothe following: (i) promptly disclose this Agreement has been duly authorized, executed and furnish all informationdelivered by them and is a valid and legally binding instrument, documentsenforceable against them in accordance with its terms. It is not, opinionsand shall not be, certificatesin breach of any agreement or instrument binding on it or any Applicable Law, reports by the (i) authorization, execution and particulars for the purpose delivery of this Agreement or any of the Offer as may be required or requested Documents by the BRLMs or their Affiliates to enable them to cause the filingit, in a timely manner, of such documents, certificates, reports and particulars, including, without limitation, any post-Offer documents, certificates (including, without limitation, any due diligence certificate), reports or other information as may be required by the SEBI, the Stock Exchanges, the Registrar of Companies and/or any other Governmental Authority in respect of the Offer (including information which may be required for the purpose of disclosure of the track record of public issues by the BRLMs as required under the SEBI circular No. CIR/MIRSD/1/2012 dated January 10, 2012) or to enable the BRLMs to review the correctness and/or adequacy of the statements made in the Offer Documents (ii) provideoffer, promptly upon the request sale and delivery of the BRLMs, any documentation, information or certification, in respect of compliance by the BRLMs with any Applicable Law or in respect of any request or demand from any Governmental Authority for the purpose of the Offer, whether on or prior to or after the date of the issue of the Equity Shares by the Company or transfer of the Equity Shares by the Selling Shareholders pursuant to the Offer, and shall extend full cooperation to the members of the Syndicate in connection with the foregoing; andIndividual Offered Shares,

Appears in 1 contract

Samples: Syndicate Agreement

CONFIRMATIONS, REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLING SHAREHOLDERS. 4.1 Each of the The Company represents, warrants and the Promoter Selling Shareholders jointly and severally represent, warrant, covenant and undertake to each of the members of the Syndicateundertakes that, as of the date hereof, and at all times until as on the date of commencement of listing and trading dates of the Equity Shares on the Stock ExchangesRHP, the followingProspectus, the Bid/Offer Opening Date, the Pricing Date and Allotment, that: (i) Promoters are the promoters of the Company under the SEBI ICDR Regulations and the Companies Act and the only persons who are in Control of the Company ; (ii) This Agreement Agreement, to which the Company is a party has been and shall be duly authorizedauthorised, executed and delivered by the Company, Company and is, and will be, is a valid and legally binding instrument, enforceable against the Company, Company in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement and the Engagement Letter shall not conflict with, result in a breach or violation of, or contravene Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or imposition of any pre-emptive rights, liens, security interests, claims, defects, mortgages, charges, pledges, trusts or any other encumbrances or transfer restrictions, both present and future (“Encumbrances”) future, on any property or assets of the Company Entities pursuant to or under (i) any provision of Applicable Law; (ii) the constitutional documents of the Company Entities; (iii) any agreement or other instrument binding on the Company Entities or to which its respective assets or properties are subject. No consent, approval, authorization or order of, or qualification with, any Governmental Authority is required by the Company for the performance by the Company Entities of its obligations under this Agreement, the Engagement Letter, Registrar Agreement, service provider agreement with the advertising agency or any other agreement as may be entered into by the Company and the Selling Shareholders, in connection with the Offer, except such as have been obtained or shall be obtained prior to the listing of the Equity Shares on the Stock Exchanges; (ii) Except as disclosed in the DRHP, each of the Company Entities possesses all the necessary permits, registrations, licenses, approvals, consents and other authorizations, which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Offer, its business and facilities (collectively, “Governmental Licenses”) and has complied with, and shall comply with, the terms and conditions of such approvals, and all laws, regulations, directions or orders applicable to them in relation to the Offer or any other matter incidental thereto, including, without limitation) issued by, and has made all necessary declarations and filings with, the appropriate Governmental Authority for the business carried out by the Company Entities as described in the Draft Red Xxxxxxx Prospectus and as will be described in the Red Xxxxxxx Prospectus and the Prospectus. All such Governmental Licenses are valid and in full force and effect, the terms and conditions of which have been fully complied with, and no notice of proceedings has been received relating to the revocation or modification of any such Governmental Licenses which would individually or in aggregate result in a Material Adverse Change. Except as disclosed in the DRHP, in case of Governmental Licenses which are required in relation to the Company Entities’ businesses and have not yet been obtained or have expired, the Company Entities have made the necessary applications for obtaining such Governmental Licenses and no such application has been rejected by any Governmental Authority or is subject to any adverse outcome; (iii) The the Company has authorized the corporate power members of the Syndicate, their respective Sub-Syndicate Members and authority their respective Affiliates to invitecirculate the Red Xxxxxxx Prospectus, offerthe Preliminary Offering Memorandum, issuethe Bid cum Application Form, allot the abridged prospectus and transfer when finalized, the Equity Shares pursuant Prospectus and the Final Offering Memorandum, to prospective investors subject to compliance with Applicable Laws, the OfferOffer Agreement, the Underwriting Agreement, if and when executed, and there are no other corporate authorizations required and there are no restrictions under Applicable Law or the Company’s constitutional documents or any agreement or instrument binding on terms set out in the Company or to which any of its assets or properties are subject, on the invitation, offer, issue, allotment or transfer by the Company of any of the Equity Shares pursuant to the Offer. The Company is eligible to undertake the Offer in terms of the SEBI ICDR Regulations and all other Applicable Laws. The Company has complied with and shall comply withRed Xxxxxxx Prospectus, the terms Prospectus, the Preliminary Offering Memorandum and conditions of such approvals, and Applicable Law in relation to the Offer and any matter incidental thereto.Final Offering Memorandum; (iv) The Company has complied accepts full responsibility for (i) the authenticity, correctness, validity and reasonableness of the information, reports, statements, declarations, undertakings, clarifications, documents and certifications provided or authenticated by the Company, its Subsidiaries, Directors, officials, or employees, as applicable, or otherwise obtained or delivered to the members of the Syndicate in connection with the Offer and (ii) the consequences, if any, of the Company, or any of its Subsidiaries making a misstatement, providing misleading information or withholding or concealing material facts relating to the respective Equity Shares being issued or transferred by it in the Offer and other information provided by the Company which may have a bearing, directly or indirectly, on the Offer. The Company expressly affirm that the members of the Syndicate and its respective Affiliates can rely on these statements, declarations, undertakings, clarifications, documents and certifications, and shall comply with not be liable in any manner whatsoever for the requirements of the Applicable Law, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and the SEBI ICDR Regulations, in respect of corporate governance, including with respect to constitution of the board of directors of the Company and the committees thereof, prior to the filing of the Draft Red Xxxxxxx Prospectus with the SEBI.foregoing; (v) Each of the Offer Documents, as of the date on which it is filed or will be filed has been filedbeen, gives a description of the Company Entities, its Affiliates, Directors, Promoters, members of the Promoter Group, Group Company(iesand shall be prepared in compliance with Applicable Laws and (i) and the Equity Shares, which is contains all disclosures that are true, fair, correct, accurate and adequate, so as to enable prospective investors to make a well informed decision as to an investment in the Offer and (ii) does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. All such information, reports, statements, declarations, undertakings, clarifications, documents and certifications provided or authenticated by Company or its Affiliates or any of their respective directors, key managerial personnel, employees or authorised signatories and their respective agents, advisors and representatives in connection with the Offer and/ or the Offer Documents shall be authentic, true, fair, complete, accurate, not misleading and without omission of any matter that is likely to mislead, mislead and adequate to enable prospective investors to make a well informed decision. Further, the Draft Red Xxxxxxx Prospectus and all opinions and intentions expressed in each matters stated therein do not invoke any of the criteria for rejection of draft offer documents set forth in the Securities and Exchange Board of India (Framework for Rejection of Draft Offer Documents are honestly held.Documents) Order, 2020 and/or SEBI (Prohibition on Raising Further Capital from Public and Transfer of Securities of Suspended Companies) Order, 2015; (vi) The the Company Entitiesagrees that the members of the Syndicate shall, its Affiliates shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise, to any person for making a Bid in the Offerat all times and with prior notice, and shall not make any payment, whether direct or indirect, whether in the nature of the discounts, commission, allowance or otherwise, as deemed appropriate have access to any person for making a Bid in the Offer. Further, none of the Company Entities has remunerated or agreed to remunerate any person in connection with an inducement or invitation to subscribe to the securities of the Company, except for fee and commission payable in accordance with Applicable Law. (vii) The Company shall, and shall cause its Directors, Promoters, members of the Promoters or Promoter Group, Group Company(ies), the Company Entities or their respective employees, key managerial personnelKey Managerial Personnel, representatives, agents, consultants, experts, experts and auditors and others to: (i) to promptly disclose and furnish all such information, documents, opinions, certificates, reports and particulars for the purpose of the Offer as may be required or requested by the BRLMs Managers or their Affiliates to enable them to cause the filing, in a timely manner, of such documents, certificates, reports and particulars, including, without limitation, including any post-Offer documents, certificates (including, without limitation, including any due diligence certificatecertificates), reports or other information as may be required by the SEBI, the Stock ExchangesExchange(s), the Registrar of Companies and/or any other Governmental Authority regulatory or supervisory a uthority or governmental authority (inside or outside India) in respect of the Offer, during or after the Offer (including information which may be required for the purpose of disclosure of the track record of public issues by the BRLMs as Managers or required under the SEBI circular No. CIR/MIRSD/1/2012 dated January 10, 2012, as issued by SEBI) or to enable the BRLMs Managers to review the correctness and/or adequacy of the statements made in the Offer Documents (ii) provideDocuments. Further, promptly upon the request of the BRLMs, Company shall provide or cause to provide any documentation, information or certificationcertification from the entities which have been divested by the Company in the current or last financial year, to the extent such documentation, information or certification have been required by SEBI, the Stock Exchange(s), the Registrar of Companies and/or any other regulatory or supervisory authority (inside or outside India) in respect of compliance the Offer. Further the BRLMs shall have the right to withhold submission of the Red Xxxxxxx Prospectus or the Prospectus or related documentation to the SEBI, the RoC or the Stock Exchanges, or any other Governmental Authority, as applicable, in the event that any information or documents requested by the BRLMs with any Applicable Law or in respect of any request or demand from any Governmental Authority for the purpose members of the Offer, whether on Syndicate or prior to or after the date of the issue of the Equity Shares by the Company or transfer of the Equity Shares by the Selling Shareholders pursuant to the Offer, and shall extend full cooperation information already provided to the members of the Syndicate is untrue, inaccurate or incomplete; (vii) the Company undertakes to take all steps necessary to obtain the required approvals for the listing and trading of Equity Shares on the Stock Exchanges within the time limits prescribed under Applicable Law, including the SEBI ICDR Regulations and the SEBI Process Circular, failing which the entire application money collected in the Offer, together with the interest, if any, shall be refunded to the beneficiaries in accordance with Applicable Law; (viii) The Company shall make all requisite applications to the Stock Exchanges for the listing and trading of the Equity Shares and shall choose one of the Stock Exchanges as the Designated Stock Exchange prior to filing of the Red Xxxxxxx Prospectus with the Registrar of Companies. (ix) All representations, warranties, undertakings and covenants in this Agreement, the Fee Letter or the Other Agreements relating to or given by the Company or on behalf of its Subsidiaries, Promoter, Promoter Group, Directors, Key Managerial Personnel or Group Companies, as applicable, have been made by the Company after due consideration and inquiry and as applicable, based on certifications received from the relevant persons and entities, and the Managers shall seek recourse from the Company for any breach of any such representation, warranty, undertaking or covenant; (x) the Company shall provide all other reasonable assistance to the members of the Syndicate, in order to fulfil their obligations under this Agreement and Applicable Laws in relat ion to the Offer; (xi) The Company confirms that it shall comply with all requirements under the SEBI ICDR Regulations or any other Applicable Law in relation to the preparation and disclosure of proforma financial information or financial statements in connection with the foregoing; Offer, including prior to filing the Red Xxxxxxx Prospectus and the Prospectus with SEBI and the Registrar of Companies. 4.2 Each of the Promoter Selling Shareholder, severally and not jointly, represents, warrants and covenants the following in respect of itself and its portion of the Offered Shares that as of the date hereof, and as on the date of the Red Xxxxxxx Prospectus, that: (i) this Agreement has been duly executed and delivered by each of the Promoter Selling Shareholders, severally and not jointly, and is a valid and legally binding instrument, enforceable against them, severally and not jointly, in accordance with its terms, and the execution and delivery by them, and the performance by them of their respective obligations under this Agreement and the Other Agreements shall not conflict with, result in a breach or violation of, or contravene any provision of Applicable Law or any agreement or other instrument binding on them; (ii) he/ she/ it has authorized the members of the Syndicate, their respective Sub-Syndicate Member and their respective Affiliates to circulate the Red Xxxxxxx Prospectus, the Preliminary Offering Memorandum, Bid cum Application Form, abridged prospectus, and when finalized, the Prospectus and the Final Offering Memorandum to prospective investors subject to compliance with Applicable Laws, the Offer Agreement, the Underwriting Agreement, if and when executed, and the terms set out in the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Final Offering Memorandum; (iii) Each of the Promoter Selling Shareholders, severally and not jointly have authorised the Company to take all actions in respect of the Offer for, and on its behalf in accordance with Section 28 of the Companies Act, 2013; (iv) Each of the Promoter Selling Shareholders, severally and not jointly, accepts, full responsibility for the respective Promoter Selling Shareholder Statements; (v) The Promoter Selling Shareholder Statements in the Offer Documents (a) are accurate, true and

Appears in 1 contract

Samples: Syndicate Agreement

CONFIRMATIONS, REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLING SHAREHOLDERS. 4.1 Each of the The Company hereby, represents, warrants, undertakes and the Promoter Selling Shareholders jointly and severally represent, warrant, covenant and undertake to each of the members of the Syndicate, covenants as of the date hereofhereof and as on the dates of the Red Xxxxxxx Prospectus, Prospectus, Allotment and at all times until as on the date of listing and commencement of listing and trading of the Equity Shares on the Stock ExchangesExchanges pursuant to the Offer, the following: (i) This Agreement has been and shall be duly authorized, executed and delivered by the Company, and is, and will be, a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, Agreement and the Engagement Letter shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive rights, liens, security interests, claims, defects, mortgages, charges, pledges, trusts or any other encumbrances or transfer restrictions, both present and future (“Encumbrances”) on any property or assets of the Company Entities pursuant to or under (i) any provision of Applicable Law; (ii) the constitutional documents of the Company Entities; (iii) any agreement or other instrument binding on the Company Entities or to which its respective assets or properties are subject. No consent, approval, authorization or order of, or qualification with, any Governmental Authority is required by the Company for the performance by the Company Entities of its obligations under this Agreement, the Engagement Letter, Registrar Agreement, service provider agreement with the advertising agency or any other agreement as may be entered into by the Company and the Selling Shareholders, in connection with the Offer, except such as have been obtained or shall be obtained prior to the listing of the Equity Shares on the Stock Exchanges; (ii) Except as disclosed in the DRHP, each of the Company Entities possesses all the necessary permits, registrations, licenses, approvals, consents and other authorizations, which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Offer, its business and facilities (collectively, “Governmental Licenses”) and has complied with, and shall comply with, the terms and conditions of such approvals, and all laws, regulations, directions or orders applicable to them in relation to the Offer or any other matter incidental thereto, including, without limitation) issued by, and has made all necessary declarations and filings with, the appropriate Governmental Authority for the business carried out by the Company Entities as described in the Draft Red Xxxxxxx Prospectus and as will be described in the Red Xxxxxxx Prospectus and the Prospectus. All such Governmental Licenses are valid and in full force and effect, the terms and conditions of which have been fully complied with, and no notice of proceedings has been received relating to the revocation or modification of any such Governmental Licenses which would individually or in aggregate result in a Material Adverse Change. Except as disclosed in the DRHP, in case of Governmental Licenses which are required in relation to the Company Entities’ businesses and have not yet been obtained or have expired, the Company Entities have made the necessary applications for obtaining such Governmental Licenses and no such application has been rejected by any Governmental Authority or is subject to any adverse outcome; (iii) The Company has the corporate power and authority authority, to inviteenter into this Agreement and perform its obligations hereunder, including to invite Bids for, offer, issue, allot issue and transfer Allotment of the Equity Shares pursuant to the Offer, and there are no other corporate consents, approvals, authorizations required required, and there are no orders, qualifications or restrictions under Applicable Law or the Company’s constitutional documents of the Company or any agreement or instrument binding on the Company or to which any of its assets or properties are subject, on the invitation, offer, issue, allotment issue or transfer Allotment by the Company of any of the Equity Shares pursuant to the Offer. The ; (ii) this Agreement has been and will be duly authorized, executed and delivered by the Company, and consequently is and will be a valid and legally binding instrument, enforceable against the Company in accordance with its terms, and the execution and delivery by the Company of this Agreement, and the performance by the Company of its obligations under this Agreement does not (a) conflict with and/or result in a breach or violation, of any provision of (i) Applicable Law; (ii) constitutional documents of the Company; and (iii) any agreement, indenture, mortgage, deed of trust, loan or credit arrangement, note or other instrument binding the Company to which it is eligible a party or by which it may be bound, or to undertake which any of its property or assets is subject (b) or result in imposition of any pre-emptive rights, liens, pledges, or any other encumbrance or transfer restrictions, both present and future (each of these being an “Encumbrance”) on any property or assets of the Company, or any Equity Shares or other securities of the Company); (iii) the Company has obtained or shall obtain all necessary corporate and other approvals and consents in relation to the Offer in terms including without limitation, approvals from relevant Governmental Authorities, SEBI and IRDAI as required under Applicable Law, authorisation from its Board of Directors and shareholders of the SEBI ICDR Regulations Company, third parties and all other lenders, which may be required under Applicable LawsLaw and/or any contractual arrangements by which the Company may be bound or which any respective assets or properties of the Company are subject to in respect of the Equity Shares. The Further, the Company has complied with with, and shall comply with, with the terms and conditions of all such approvalsapprovals in relation to the Offer. Further, and Applicable Law the Company has made or shall make necessary intimations to the relevant Government Authority in relation to the Offer and any matter incidental thereto.as may be required under Applicable Law; (iv) it has authorized the Members of the Syndicate, their respective Sub-Syndicate Members and their respective Affiliates to circulate the Offer Documents, to prospective investors subject to compliance with Applicable Law, the Offer Agreement, the Underwriting Agreement, if and when executed, and the terms set out in the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Final Offering Memorandum; (v) the Company accepts full responsibility for (i) the authenticity, correctness, validity and reasonableness of the information, reports, statements, declarations, undertakings, clarifications, documents and certifications provided or authenticated by or behalf of the Company, Directors, Key Managerial Personnel, Senior Management Personnel as applicable, or otherwise obtained or delivered to the BRLMs in connection with the Offer; and (ii) the consequences, if any, of the Company, Directors, Key Managerial Personnel, Senior Management Personnel making a misstatement or omission, providing misleading information or withholding or concealing facts and other information which may have a bearing, directly or indirectly, on the Offer or of any misstatements or omissions in the Offer Documents. The Company has complied expressly affirms that the BRLMs and their respective Affiliates and the legal counsels can rely on these statements, declarations, undertakings, clarifications, documents and certifications, and the BRLMs and their respective Affiliates shall comply with not be liable in any manner whatsoever for the requirements foregoing; (vi) each of the Offer Documents, as of its respective date (i) is or shall be prepared in compliance with Applicable Law, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015without limitation, the Companies Act, 2013 and the SEBI ICDR Regulations, in respect of corporate governance, including with respect to constitution of the board of directors of the Company ; (ii) contains and the committees thereof, prior to the filing of the Draft Red Xxxxxxx Prospectus with the SEBI. (v) Each of the Offer Documents, as of the date on which it has been filed, gives a description of the Company Entities, its Affiliates, Directors, Promoters, members of the Promoter Group, Group Company(ies) and the Equity Shares, which shall contain information that is true, faircomplete, correct, accurate, not misleading and without omission of in any matter that is likely to mislead, material respect and adequate to enable prospective investors to make a well informed decisiondecision as to an investment in the Offer; and (iii) does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; and (iv) any information made available, or to be made available, to the BRLMs or the legal counsels appointed in relation to the Offer shall be true, correct and not misleading and shall be updated without undue delay until the listing and commencement of trading of the Equity Shares on the Stock Exchange(s). Under no circumstances shall the Company give any information or statement, or omit to give any information or statement, which may mislead the BRLMs, any Governmental Authorities or any investors in any respect, and no information, material or otherwise, shall be left undisclosed by the Company, which may have an impact on the judgment of any Governmental Authorities or the investment decisions of any investors. All such information, reports, statements, declarations, undertakings, clarifications, documents and certifications shall be provided or authenticated by the Company (on behalf of itself or its Affiliates or its Directors, Key Management Personnel, Senior Management Personnel, or authorized signatories and representatives) in connection with the Offer and the Book Running Lead Managers shall be entitled to assume, without independent verification, the genuineness of signature and that such signatory is duly authorized to execute such documents and statements. Further, the Draft Red Xxxxxxx Prospectus and matters stated therein do not invoke any of the criteria for rejection of draft offer documents set forth in the Securities and Exchange Board of India (Framework for Rejection of Draft Offer Documents) Order, 2012 or the Securities and Exchange Board of India (Issuing Observations on Draft Offer Documents Pending Regulatory Actions) Order, 2020. Furthermore, the (i) Company is not and/or has not been identified as a “suspended company”; and (ii) the Promoters and Directors are not and/or have not been a director (as applicable) and/or a promoter in a “suspended company”, each in terms of the Securities and Exchange Board of India (Prohibition on Raising Further Capital from Public and Transfer of Securities of Suspended Companies) Order, 2015 (“General Order”); (vii) the Company undertakes, and shall cause the Company’s Promoters, members of the Promoter Group, Directors, Key Managerial Personnel, Senior Management Personnel, and its, consultants, experts, and auditors to (a) promptly furnish all opinions information, documents, certificates, reports and intentions expressed particulars in each relation to the Offer as may be required or requested by the BRLMs or their Affiliates to (i) fulfill their obligations hereunder; (ii) enable them to comply with any Applicable Law, including the filing, in a timely manner, of such documents, certificates, reports and particulars, including any post-Offer documents, certificates (including any due diligence certificate), reports or other information as may be required by the SEBI, the Stock Exchange(s), the Registrar of Companies and any other Governmental Authority, as applicable, in respect of the Offer (including information which may be required for the purpose of disclosure of the track record of public issues by the BRLMs or required under the SEBI circular No. CIR/MIRSD/1/2012 dated January 10, 2012), (iii) enable them to comply with any request or demand from any Governmental Authority, (iv) enable them to prepare, investigate or defend in any proceedings, action, claim or suit other than legal proceedings initiated against any of the BRLMs by the Company for breach of this Agreement and/or the Fee Letter, whether on or prior to or after the date of the offer of the Equity Shares pursuant to the Offer, or (v) otherwise enable them to review the correctness and/or adequacy of the statements made in the Offer Documents and shall extend full cooperation to the BRLMs in connection with the foregoing; (viii) Each of the Selling Shareholders shall severally and not jointly and solely in respect of its respective Offered Shares, provide reasonable support, documentation and cooperation as required or requested by the Company and/or the BRLMs to facilitate this process; (ix) until commencement of trading of the Equity Shares on the Stock Exchanges pursuant to the Offer, the Company shall: (i) promptly notify and update the BRLMs, provide any requisite information to the BRLMs and at the request of the BRLMs, or as required by Applicable Law, promptly notify the SEBI, the Registrar of Companies, the Stock Exchange(s) or any other Governmental Authority, as applicable and investors of any: (a) material developments with respect to the business, operations or finances of the Company; (b) developments with respect to any pending and to threatened (in writing) litigation or arbitration, including any inquiry, complaint, investigation, show cause notice, claim, search and seizure or survey by or before any Governmental Authority, in relation to the Company, the Directors or in relation to the Equity Shares; (c) material developments in relation to any other information provided by the Company; (d) developments in relation to the Equity Shares; (e) communications or questions raised or reports sought, by the SEBI, the Registrar of Companies, the Stock Exchange(s) or any other Governmental Authority; (f) developments which would make any statement in any of the Offer Documents not true, correct, and complete in all respects; and (g) developments which would result in any of the Offer Documents containing an untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are honestly held.made, not misleading(ii) ensure that no information is left undisclosed by it that, if disclosed, may have an impact on the judgment of the BRLMs, the SEBI, the Registrar of Companies, the Stock Exchange(s) or any other Governmental Authority and/or the investment decision of any investor with respect to the Offer; (vix) The the Company Entities, and any persons acting on its Affiliates behalf (a) shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise, to any person for making a Bid in the Offer, and (b) nor shall not it make any payment, whether direct or indirect, whether in the nature of the discounts, commission, allowance or otherwise, to any person for making a Bid in the Offer. Further, none of the Company Entities has remunerated or agreed to remunerate Offer except for any person discount provided in connection with an inducement or invitation to subscribe relation to the securities of the Company, except for fee and commission payable Offer in accordance with Applicable Law and/or payment of fees or commission for services in relation to the Offer, subject to Applicable Law.; (viixi) The Company shallit shall comply with the transfer, selling, distribution and shall cause its Directors, Promoters, members other restrictions for offering or sale of the Promoter GroupEquity Shares within India and outside India, Group Company(iesincluding those specified in the Underwriting Agreement (if and when executed), the Company Entities Red Xxxxxxx Prospectus, the Prospectus, the Preliminary International Wrap and the International Wrap and Applicable Law; (xii) it shall provide all other assistance to the Members of the Syndicate, in order to fulfil their obligations under this Agreement and Applicable Law in relation to the Offer; and (xiii) it has complied with and will comply with all Applicable Law in connection with the Offer, including the SEBI ICDR Regulations specifically relating to (a) restrictions on offering any direct or indirect incentives to any Bidder; and (b) advertisements and research reports. 4.2 The Promoter Selling Shareholder 1 hereby represents, warrants, undertakes and covenants to each of the BRLMs the following in respect of themselves, their respective employeesportion of the Offered Shares as applicable, key managerial personnelas of the date hereof and as on the dates Red Xxxxxxx Prospectus, representativesthe Prospectus, agentsthe Allotment and as on the date of listing and commencement of trading the Equity Shares on the Stock Exchanges, consultants, experts, auditors and others tothe following: (i) promptly disclose This Agreement has been and furnish all informationwill be duly authorized, documentsexecuted and delivered by it and is a valid and legally binding instrument, opinionsenforceable against it in accordance with their respective terms. The execution and delivery by it of, certificatesand the performance by it of its obligations (if any) under this Agreement do not contravene, reports and particulars for violate or result in a breach or default, as the purpose of the Offer as case may be required (and there has not been any event that has occurred that with the giving of notice or requested by the BRLMs lapse of time or their Affiliates to enable them to cause the filing, in both may constitute a timely manner, default) under (i) any provision of such documents, certificates, reports and particulars, including, without limitation, any post-Offer documents, certificates (including, without limitation, any due diligence certificate), reports or other information as may be required by the SEBI, the Stock Exchanges, the Registrar of Companies and/or any other Governmental Authority in respect of the Offer (including information which may be required for the purpose of disclosure of the track record of public issues by the BRLMs as required under the SEBI circular No. CIR/MIRSD/1/2012 dated January 10, 2012) or to enable the BRLMs to review the correctness and/or adequacy of the statements made in the Offer Documents Applicable Law; (ii) provide, promptly upon the request memorandum of association or articles of association of the BRLMs, any documentation, information or certification, in respect of compliance by the BRLMs with any Applicable Law or in respect of any request or demand from any Governmental Authority for the purpose of the Offer, whether on or prior to or after the date of the issue of the Equity Shares by the Company or transfer of the Equity Shares by the Promoter Selling Shareholders pursuant to the Offer, and shall extend full cooperation to the members of the Syndicate in connection with the foregoing; andShareholder 1;

Appears in 1 contract

Samples: Syndicate Agreement

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CONFIRMATIONS, REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLING SHAREHOLDERS. 4.1 Each of the The Company represents, warrants, covenants and the Promoter Selling Shareholders jointly and severally represent, warrant, covenant and undertake undertakes to each of the members of the Syndicate, as of on the date hereof, and at all times until the date of the Red Xxxxxxx Prospectus, the Prospectus and Allotment and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges, that the following: (i) This Agreement has been and shall be duly authorized, executed and delivered by the Company, and is, and will be, . This Agreement is a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement does not and the Engagement Letter shall will not conflict with, result in a breach or violation of, or imposition of any pre-emptive rights, liens, security interests, claims, defects, mortgages, charges, pledges, trusts or any other encumbrances or transfer restrictions, both present and future (“Encumbrances”) on any property or assets of the Company Entities pursuant to or under (i) contravene any provision of Applicable Law; (ii) the Law or its constitutional documents of the Company Entities; (iii) or any agreement or other instrument binding on the Company Entities or to which its respective assets or properties are subject. No consent, approval, authorization or order of, or qualification with, any Governmental Authority is required by the Company for the performance by the Company Entities of its obligations under this Agreement, the Engagement Letter, Registrar Agreement, service provider agreement with the advertising agency or any other agreement as may be entered into by the Company and the Selling Shareholders, in connection with the Offer, except such as have been obtained or shall be obtained prior to the listing of the Equity Shares on the Stock Exchanges;it. (ii) Except as disclosed in It has authorized the DRHP, each members of the Company Entities possesses all the necessary permitsSyndicate, registrations, licenses, approvals, consents their respective Sub-Syndicate Members and other authorizations, which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation their respective Affiliates to the Offer, its business and facilities (collectively, “Governmental Licenses”) and has complied with, and shall comply with, the terms and conditions of such approvals, and all laws, regulations, directions or orders applicable to them in relation to the Offer or any other matter incidental thereto, including, without limitation) issued by, and has made all necessary declarations and filings with, the appropriate Governmental Authority for the business carried out by the Company Entities as described in the Draft Red Xxxxxxx Prospectus and as will be described in circulate the Red Xxxxxxx Prospectus Prospectus, the Preliminary Offering Memorandum, the Bid cum Application Form, the abridged prospectus, and when finalized, the Prospectus, and the Prospectus. All such Governmental Licenses are valid and in full force and effectFinal Offering Memorandum to prospective investors subject to compliance with Applicable Law, the terms Offer Agreement, the Underwriting Agreement, if and conditions of which have been fully complied withwhen executed, and no notice of proceedings has been received relating to the revocation or modification of any such Governmental Licenses which would individually or in aggregate result in a Material Adverse Change. Except as disclosed terms set out in the DRHP, in case of Governmental Licenses which are required in relation to the Company Entities’ businesses and have not yet been obtained or have expired, the Company Entities have made the necessary applications for obtaining such Governmental Licenses and no such application has been rejected by any Governmental Authority or is subject to any adverse outcome;Offer Documents. (iii) The Company has the corporate power and authority to invite, offer, issue, allot and transfer the Equity Shares pursuant to the Offer, and there are no other corporate authorizations required and there are no restrictions under Applicable Law or the Company’s constitutional documents or any agreement or instrument binding on the Company or to which any of its assets or properties are subject, on the invitation, offer, issue, allotment or transfer by the Company of any of the Equity Shares pursuant to the Offer. The Company is eligible to undertake the Offer in terms of the SEBI ICDR Regulations and all other Applicable Laws. The Company has complied with and shall comply with, the terms and conditions of such approvals, and Applicable Law in relation to the Offer and any matter incidental thereto. (iv) The Company has complied and shall comply with the requirements of the Applicable Law, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and the SEBI ICDR Regulations, in respect of corporate governance, including with respect to constitution of the board of directors of the Company and the committees thereof, prior to the filing of the Draft Red Xxxxxxx Prospectus with the SEBI. (v) Each of the Offer Documents, as of its respective date, is, or shall be prepared and contains, or shall contain, information as per requirements of Applicable Law and customary disclosure standards that will enable prospective investors to make a well-informed decision with respect to an investment in the date on which it has been filedOffer. Any statement made, gives a description of in the Company EntitiesOffer Documents, its Affiliates, Directors, Promoters, members of the Promoter Group, Group Company(ies) and the Equity Shares, which is shall be true, fair, correct, accurate, not misleading and without omission of any matter that is likely to mislead, and adequate to enable prospective investors to make a well informed decision, and all opinions and intentions expressed in each relevant information. Each of the Offer Documents Documents, as of its respective date, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. The Supplemental Offer Materials are honestly heldprepared in compliance with Applicable Law and do not conflict or will not conflict with the information contained in any Offer Document. (vi) The Company Entities, its Affiliates shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise, to any person for making a Bid in the Offer, and shall not make any payment, whether direct or indirect, whether in the nature of the discounts, commission, allowance or otherwise, to any person for making a Bid in the Offer. Further, none of the Company Entities has remunerated or agreed to remunerate any person in connection with an inducement or invitation to subscribe to the securities of the Company, except for fee and commission payable in accordance with Applicable Law. (viiiv) The Company shall, and shall cause its the other Company Entities, Directors, Promoters, members of the Promoter Group, Group Company(ies), the Company Entities or their respective employees, key managerial personnel, representativesmembers of senior management, agentsGroup Companies, consultants, experts, experts and auditors and others to: (i) : promptly disclose and furnish all such information, documents, opinions, certificates, reports and particulars for the purpose of the Offer Offer, including any ‘know your customer’ related documents, as may be required or requested by the BRLMs members of the Syndicate or their Affiliates to enable them to cause the filing, in a timely manner, of such documents, certificates, reports and particulars, including, without limitation, any post-Offer documents, certificates (including, without limitation, any due diligence certificate), reports or other information as may be required by the SEBI, the Stock Exchanges, the Registrar of Companies RoC and/or any other Governmental Authority regulatory or supervisory authority, court or tribunal (inside or outside India) in respect of or in connection with the Offer (including information which may be required for the purpose of disclosure of the track record of public issues by the BRLMs as or required under the SEBI circular No. CIR/MIRSD/1/2012 dated January 10ICDR Regulations); and in relation to the Offer, 2012) or to enable the BRLMs to review the correctness and/or adequacy of the statements made in the Offer Documents (ii) provide, promptly upon the request of any of the BRLMs, any documentation, information or certification, in respect of for compliance by the BRLMs with any Applicable Law or in respect of any request or demand from any Governmental Authority for the purpose of the OfferAuthority, whether on or prior to or after the date of the issue issue/offer of the Equity Shares by the Company or transfer of the Equity Shares by the Selling Shareholders pursuant to the Offer, and shall extend full cooperation to the members of the Syndicate in connection with the foregoing. The members of the Syndicate shall have the right to withhold submission of the Red Xxxxxxx Prospectus or the Prospectus to the SEBI, the Registrar of Companies or the Stock Exchanges, as applicable, if any of the information requested by the members of the Syndicate is not made available by the Company. (v) It agrees that it shall refund the money raised in the Offer together with any interest, as applicable, within the stipulated time prescribed under Applicable Law, if required to do so for any reason, including, without limitation, the Equity Shares failing to commence listing and trading on the Stock Exchanges within the time period specified by Applicable Law or under any direction or order of SEBI or any other Governmental Authority or pursuant to any other conditions as stipulated under the Offer Agreement thereto. (vi) Except for payment of fees or commission for services rendered in relation to the Offer, subject to the Applicable Law, neither the Company nor any of its the Directors, or key management personnel / member of senior management shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise, to any person for making a bid in the Offer, and shall not make any payment, whether direct or indirect, whether in the nature of discounts, commission, allowance or otherwise, to any person who makes a bid in the Offer and the Company has and shall, during the restricted period, as described in the publicity guidelines/memorandum dated December 1, 2022 (“Publicity Memorandum”) provided by the BRLMs or the legal counsel appointed for the purpose of the Offer, comply with the Publicity Memorandum. (vii) It shall comply with the selling restrictions in the preliminary international wrap and the international wrap. (viii) The Company shall provide all other assistance to the members of the Syndicate, in order to fulfill their obligations under this Agreement and Applicable Law in relation to the Offer. 4.2 GTI hereby, represents, warrants and covenants to each of the members of the Syndicate as on the date hereof, the date of the Red Xxxxxxx Prospectus, the Prospectus and Allotment, in respect to itself and its portion of the Offered Shares, that: (i) this Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms and the execution and delivery by it, and the performance by it of its obligations under this Agreement, shall not conflict with, result in a breach or violation of any provision of Applicable Law, or under constitutional documents or any agreement or other instrument binding on it. (ii) it authorizes the members of the Syndicate to perform acts as permitted under the SEBI ICDR Regulations in relation to its portion of the Offered Shares in compliance with Applicable Law. (iii) its Selling Shareholder Statements in the Offer Documents are true and accurate and do not contain any untrue statement of a material fact or omit to state a material fact necessary to be stated by it in the Offer Documents in order to make such Selling Shareholder Statements, in the light of the circumstances under which they were made, not misleading. (iv) it shall provide the requisite information to the members of the Syndicate, pursuant to a request from SEBI, the RoC, the Stock Exchanges or any other Government Authority in connection with the Offer; andand furnish relevant documents and back-up relating to its Selling Shareholder Statements as required or reasonably requested by the the members of the Syndicate (including know your customer related documents) to enable the members of the Syndicate to (i) review and verify the information and statements in the Offer Documents in relation to its Selling Shareholder Statements, and (ii) file, in a timely manner, such documents, certificates and reports including, without limitation, any post-Offer documents and due diligence certificates, as may be required by SEBI, the Stock Exchanges, the RoC and/or any other regulatory or supervisory or Governmental Authority, court or tribunal (inside or outside India). (v) It shall comply with the selling restrictions in the preliminary international wrap and the international wrap. (vi) it shall provide all reasonable support and extend reasonable cooperation to the members of the Syndicate in relation to itself or its respective portion of Offered Shares, in order for them to fulfill their obligations under this Agreement and Applicable Law in relation to the Offer. 4.3 Blue Chandra hereby, represents, warrants and covenants to each of the members of the Syndicate as on the date hereof, the date of the Red Xxxxxxx Prospectus, the Prospectus and Allotment, in respect to itself and its portion of the Offered Shares, that: (i) this Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms and the execution and delivery by it, and the performance of its obligations under this Agreement, shall not conflict with, result in a breach or violation of any provision of Applicable Law, or under constitutional documents or any agreement or other instrument binding on it; (ii) it authorizes the members of the Syndicate to perform acts as permitted under the SEBI ICDR Regulations in relation to its portion of the Offered Shares in compliance with Applicable Law. (iii) its Selling Shareholder Statements are true and accurate and do not contain any untrue statement of a material fact or omit to state a material fact necessary to be stated by it in the Offer Documents in order to make such Selling Shareholder Statements, in the light of the circumstances under which they were made, not misleading. (iv) it shall provide the requisite information to the members of the Syndicate, pursuant to a request from SEBI, the RoC, the Stock Exchanges or any other Government Authority in connection with the Offer; and furnish relevant documents and back-up relating to its Selling Shareholder Statements as required or reasonably requested by the the members of the Syndicate (including know your customer related documents) to enable the members of the Syndicate to (i) review and verify the information and statements in the Offer Documents in relation to its Selling Shareholder Statements, and (ii) file, in a timely manner, such documents, certificates and reports including, without limitation, any post-Offer documents and due diligence certificates, as may be required by SEBI, the Stock Exchanges, the RoC and/or any other regulatory or supervisory or authority, court or tribunal (inside or outside India). (v) It shall comply with the selling restrictions in the, the preliminary international wrap and the international wrap. (vi) it shall provide all reasonable support and extend reasonable cooperation as required or requested, to the members of the Syndicate in relation to its Selling Shareholders Statements or its respective portion of Offered Shares, in order for them to fulfill their obligations under this Agreement and Applicable Law in relation to the Offer. 4.4 GSIHAL hereby, represents, warrants and covenants to each of the members of the Syndicate as on the date hereof, the date of the DRHP in respect to itself and its portion of the Offered Shares, that: (i) this Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms and the execution and delivery by it, and the performance of its obligations under this Agreement, shall not conflict with, result in a breach or violation of any provision of Applicable Law, or under constitutional documents or any agreement or other instrument binding on it. (ii) it authorizes the members of the Syndicate to perform acts as permitted under the SEBI ICDR Regulations in relation to its portion of the Offered Shares in compliance with Applicable. (iii) its Selling Shareholder Statements are true and accurate and do not contain any untrue statement of a material fact or omit to state a material fact in order to make such Selling Shareholder Statements, in the light of the circumstances under which they were made, not misleading. (iv) it shall provide the requisite information to the members of the Syndicate, pursuant to a request from SEBI, the RoC, the Stock Exchanges or any other Government Authority in connection with its Selling Shareholder Statements; and furnish relevant documents and back-up relating to its Selling Shareholder Statements as required or reasonably requested by the members of the Syndicate (including know your customer related documents) to enable the members of the Syndicate to (i) review and verify the information and statements in the Offer Documents in relation to its Selling Shareholder Statements, and (ii) file, in a timely manner, such documents, certificates and reports including, without limitation, any post- Offer documents and due diligence certificates, as may be required by SEBI, the Stock Exchanges, the RoC and/or any other regulatory or supervisory or authority, court or tribunal (inside or outside India). (v) It shall comply with the selling restrictions in the preliminary international wrap and the international wrap. (vi) It shall provide all reasonable support and extend reasonable cooperation to the members of the Syndicate in relation to itself or its respective portion of Offered Shares, as required by the members of the Syndicate, in order for them to fulfill their obligations under this Agreement and Applicable Law in relation to the Offer.

Appears in 1 contract

Samples: Syndicate Agreement

CONFIRMATIONS, REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLING SHAREHOLDERS. 4.1 Each of the Company and the Promoter Selling Shareholders jointly and severally represent, warrant, covenant and undertake to each of the members of the Syndicate, as of the date hereof, and at all times until the date of commencement of listing and trading of the Equity Shares on the Stock Exchanges, the following: (i) This Agreement has been and shall be duly authorized, executed and delivered by the Company, and is, and will be, a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, Agreement and the Engagement Letter shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive rights, liens, security interests, claims, defects, mortgages, charges, pledges, trusts or any other encumbrances or transfer restrictions, both present and future (“Encumbrances”) on any property or assets of the Company Entities pursuant to or under (i) any provision of Applicable Law; (ii) the constitutional documents of the Company Entities; (iii) any agreement or other instrument binding on the Company Entities or to which its respective assets or properties are subject. No consent, approval, authorization or order of, or qualification with, any Governmental Authority is required by the Company for the performance by the Company Entities of its obligations under this Agreement, the Engagement Letter, Registrar Agreement, service provider agreement with the advertising agency or any other agreement as may be entered into by the Company and the Selling Shareholders, in connection with the Offer, except such as have been obtained or shall be obtained prior to the listing of the Equity Shares on the Stock Exchanges; (ii) Except as disclosed in the DRHP, each of the Company Entities possesses all the necessary permits, registrations, licenses, approvals, consents and other authorizations, which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Offer, its business and facilities (collectively, “Governmental Licenses”) and has complied with, and shall comply with, the terms and conditions of such approvals, and all laws, regulations, directions or orders applicable to them in relation to the Offer or any other matter incidental thereto, including, without limitation) issued by, and has made all necessary declarations and filings with, the appropriate Governmental Authority for the business carried out by the Company Entities as described in the Draft Red Xxxxxxx Prospectus and as will be described in the Red Xxxxxxx Prospectus and the Prospectus. All such Governmental Licenses are valid and in full force and effect, the terms and conditions of which have been fully complied with, and no notice of proceedings has been received relating to the revocation or modification of any such Governmental Licenses which would individually or in aggregate result in a Material Adverse Change. Except as disclosed in the DRHP, in case of Governmental Licenses which are required in relation to the Company Entities’ businesses and have not yet been obtained or have expired, the Company Entities have made the necessary applications for obtaining such Governmental Licenses and no such application has been rejected by any Governmental Authority or is subject to any adverse outcome; (iii) The Company has the corporate power and authority to invite, offer, issue, allot and transfer the Equity Shares pursuant to the Offer, and there are no other corporate authorizations required and there are no restrictions under Applicable Law or the Company’s constitutional documents or any agreement or instrument binding on the Company or to which any of its assets or properties are subject, on the invitation, offer, issue, allotment or transfer by the Company of any of the Equity Shares pursuant to the Offer. The Company is eligible to undertake the Offer in terms of the SEBI ICDR Regulations and all other Applicable Laws. The Company has complied with and shall comply with, the terms and conditions of such approvals, and Applicable Law in relation to the Offer and any matter incidental thereto. (iv) The Company has complied and shall comply with the requirements of the Applicable Law, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and the SEBI ICDR Regulations, in respect of corporate governance, including with respect to constitution of the board of directors of the Company and the committees thereof, prior to the filing of the Draft Red Xxxxxxx Prospectus with the SEBI. (v) Each of the Offer Documents, as of the date on which it has been filed, gives a description of the Company Entities, its Affiliates, Directors, Promoters, members of the Promoter Group, Group Company(ies) and the Equity Shares, which is true, fair, correct, accurate, not misleading and without omission of any matter that is likely to mislead, and adequate to enable prospective investors to make a well informed decision, and all opinions and intentions expressed in each of the Offer Documents are honestly held. (vi) The Company Entities, its Affiliates shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise, to any person for making a Bid in the Offer, and shall not make any payment, whether direct or indirect, whether in the nature of the discounts, commission, allowance or otherwise, to any person for making a Bid in the Offer. Further, none of the Company Entities has remunerated or agreed to remunerate any person in connection with an inducement or invitation to subscribe to the securities of the Company, except for fee and commission payable in accordance with Applicable Law. (vii) The Company shall, and shall cause its Directors, Promoters, members of the Promoter Group, Group Company(ies), the Company Entities or their respective employees, key managerial personnel, representatives, agents, consultants, experts, auditors and others to: (i) promptly disclose and furnish all information, documents, opinions, certificates, reports and particulars for the purpose of the Offer as may be required or requested by the BRLMs or their Affiliates to enable them to cause the filing, in a timely manner, of such documents, certificates, reports and particulars, including, without limitation, any post-Offer documents, certificates (including, without limitation, any due diligence certificate), reports or other information as may be required by the SEBI, the Stock Exchanges, the Registrar of Companies and/or any other Governmental Authority in respect of the Offer (including information which may be required for the purpose of disclosure of the track record of public issues by the BRLMs as required under the SEBI circular No. CIR/MIRSD/1/2012 dated January 10, 2012) or to enable the BRLMs to review the correctness and/or adequacy of the statements made in the Offer Documents (ii) provide, promptly upon the request of the BRLMs, any documentation, information or certification, in respect of compliance by the BRLMs with any Applicable Law or in respect of any request or demand from any Governmental Authority for the purpose of the Offer, whether on or prior to or after the date of the issue of the Equity Shares by the Company or transfer of the Equity Shares by the Selling Shareholders pursuant to the Offer, and shall extend full cooperation to the members of the Syndicate in connection with the foregoing; and

Appears in 1 contract

Samples: Syndicate Agreement

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