DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 The Company shall extend and the Company shall cause other Company Entities, their respective directors, the Promoter and members of the Promoter Group to extend all cooperation and assistance to the BRLMs and their representatives and counsel to visit the offices of each of the Company Entities to (i) inspect and undertake diligence in relation to their records, including accounting records, taxation records or review other information or documents, including in relation to legal proceedings, (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, including, status and/or any other facts relevant to the Offer and review of relevant documents) and (iii) 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, that may be associated with the Offer in any capacity whatsoever. The Promoter Selling Shareholder and the Investor Selling Shareholders shall, severally, extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel to inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter Selling Shareholder Statements and the Investor Selling Shareholder Statements, respectively. 6.2 The Company shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Shares. 6.3 The Company agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, officers and key personnel of the Company Entities, the Promoter, the members of the Promoter Group and external advisors in connection with matters related to the Offer. The Selling Shareholders, severally and not jointly, agree that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable notice, have access to a representative of such Selling Shareholder in connection with matters relating to such Selling Shareholder and its respective portion of the Offered Shares. 6.4 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, or the Company’s Affiliates, the Selling Shareholders or their respective Affiliates’ records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the Company, in consultation with the BRLMs shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company Entities, the Selling Shareholders and their respective Affiliates and any other relevant entities. The Company and the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be shared among the Company and the relevant Selling Shareholders in accordance with Section 15.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 8.1 The Company shall extend shall, and the Company shall cause other Company Entitiesthe Directors, their respective directors, the Promoter Promoters and members of the Promoter Group (except the Non-cooperating Promoter Group Members), and each of the Promoter Selling Shareholder shall, and shall cause its respective members of the Promoter Group who are identified as Promoter Group solely pursuant to such Promoter Selling Shareholder being identified as a Promoter (except the Non-cooperating Promoter Group Members) to extend all cooperation co-operation and assistance to the BRLMs and their representatives and counsel to visit the offices of each and facilities of the Company Entities Entities, the Promoter Selling Shareholders and their respective Affiliates subject to reasonable notice, to (i) inspect and undertake diligence in relation to their records, including accounting records, taxation records or review other information or documents, including in relation to legal proceedings, (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, including, status and/or including the progress made in respect of any other facts relevant to the Offer and review of relevant documents) and (iii) 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, that may be associated with the Offer in any capacity whatsoever. The Promoter Selling Shareholder and Each of the Investor Selling Shareholders shall, severallyseverally and not jointly, extend all reasonable cooperation co-operation and assistance and such facilities to the BRLMs and their representatives and counsel to inspect the records or review other documents or to conduct due diligence, in relation to itself, its respective portion of the Offered Shares to fulfil their obligations hereunder and/or to comply with any Applicable Law, including in relation to the Promoter Selling Shareholder Statements and filing of their due diligence certificate as required under the Investor Selling Shareholder Statements, respectivelyICDR Regulations.
6.2 8.2 The Company shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s)Bank, advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and shall make best efforts to include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions .
8.3 Each of the BRLMs, as required in connection with the sale and transfer of the Offered Shares.
6.3 The Company Selling Shareholders agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, appropriate subject to reasonable notice, have access to the Directorsits directors, officers and key personnel of the Company Entities, the Promoter, the members of the Promoter Group and external advisors in connection with matters related to the Offer. The Selling Shareholders, severally and not jointly, agree that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable notice, have access to a representative of such Selling Shareholder in connection with matters relating to such Selling Shareholder and its respective portion of the Offered Shares.
6.4 8.4 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, or the Company’s its Affiliates, the Selling Shareholders or their respective AffiliatesShareholders’ records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the Company, in consultation with Company and the BRLMs Selling Shareholders shall promptly hire and the Company shall provide such persons with access to all relevant records, documents and other information of the Company Entitiesand its Affiliates, the Selling Shareholders and their respective Affiliates and any other relevant entities. The Company and the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall undertake best efforts to include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be shared among paid directly by the Company; provided that if it is necessary that the BRLMs pay such persons, then the Company shall reimburse in full the BRLMs for payment of any fees and the relevant Selling Shareholders in accordance with Section 15expenses to such persons.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 7.1 The Company shall extend and the Company shall cause other Company Entities, their respective directors, the Promoter and members of the Promoter Group to extend all cooperation and assistance to the BRLMs and their representatives and counsel to visit the offices of each and other facilities of the Company Entities to Company, Selling Shareholders and their respective Affiliates, to: (ia) inspect and undertake diligence in relation to their the records, including accounting records, taxation records or review other information or documents, including those relating to legal cases, or to conduct a due diligence of the Company, Selling Shareholders and their respective Affiliates in relation to legal proceedings, the Offer; and (iib) conduct due diligence (including to ascertain for themselves the state of affairs of the Company including the progress made in respect of any such entity, includingparticular project implementation, status and/or any other facts relevant to the Offer Offer) and review of relevant documents) ); and (iiic) to interact on any matter relevant to the Offer with the solicitors, legal advisors, auditors, consultants and consultants, advisors to the Offer, financial institutions, banks, agencies or any other organization or intermediaryorganization, and also with any other intermediaries, including the Registrar to the Offer, that may be associated with the Offer in any capacity whatsoever. The Promoter Selling Shareholder and the Investor Selling Shareholders shall, severally, extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel to inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter Selling Shareholder Statements and the Investor Selling Shareholder Statements, respectively.
6.2 The Company shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Shares.
6.3 7.2 The Company agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, officers and key personnel of the Company Entities, the Promoter, the members of the Promoter Group and external advisors in connection with matters related to the Offer. The Selling Shareholders, severally and not jointly, agree that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable notice, have access to a representative the Directors and key managerial personnel of such Selling Shareholder the Company, its Affiliates and external advisors in connection with matters relating related to the Offer (i) promptly furnish all such Selling Shareholder information, documents, certificates, reports and its respective portion particulars for the purpose of the Offered Shares.Offer as may be required or requested by the Book Running Lead Managers or their Affiliates to enable them to (a) cause the filing, in a timely manner, of such documents, certificates, reports and particulars, including without limitation any post-Offer documents, certificates (including any due diligence certificates), reports or other information as may be 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 the Offer, during or after the Offer or to enable the Book Running Lead Managers to review the correctness and/or adequacy of the statements made in the Offer Documents; and (b) prepare, investigate or defend themselves in any proceedings, action, claim or suit in relation to the Offer; and (ii) provide, immediately upon the request of any of the Book Running Lead Managers, any documentation, information or certification (including any documents identified as confidential and a copy of which was not shared with the BRLMs), in respect of compliance by the Book Running Lead Managers with any Applicable Laws or in respect of any request or demand from any governmental, statutory, regulatory or supervisory authority, during or after the Offer, and shall extend full cooperation to the Book Running Lead Managers with respect to the foregoing..
6.4 7.3 If, in the sole opinion of the BRLMs, the due diligence of the Company Entities, or the Company’s Affiliates, the Selling Shareholders or their respective Affiliates’ such records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the Company, in consultation with the BRLMs Company shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company, and if required to comply with Applicable Laws and its Affiliates. The expenses of such persons shall be paid directly by the Company Entitiesand the Selling Shareholders, provided however that if it is necessary that the BRLMs pay such persons, the Company and the Selling Shareholders shall reimburse the BRLMs in full for payment of any fees and their respective Affiliates and any other relevant entitiesexpenses to such persons. The Company and the Selling Shareholders shall instruct all such persons including the Registrar to cooperate the Offer, the Escrow Collection Banks, credit rating agencies, if any, printers, bankers, brokers and comply with Syndicate Members to co-operate and follow the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be shared among the Company and the relevant Selling Shareholders in accordance with Section 15.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 The Company shall extend Company, and its Affiliates, the Company shall cause other Directors, the Company Entities, their respective directorsPromoters, the Promoter and members of the Promoter Group to and Group Companies, shall extend all cooperation and assistance assistance, to the BRLMs and their representatives and counsel to visit the their respective offices of and other facilities (each at such reasonable times by giving prior intimation) of the Company Entities to to: (i) inspect and undertake diligence in relation to their the records, including accounting records, taxation records or review other information or documents, including those relating to legal, arbitral cases or threatened or pending legal actions, or to conduct a due diligence of the Company, in relation to legal proceedingsits Subsidiaries, Directors, Promoters, Promoter Group and any other relevant entities in relation to the Offer; (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, includingentity including the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer Offer) and review of relevant documents) ; and (iii) 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, that may be associated with the Offer in any capacity whatsoever. The Promoter Selling Shareholder and .
6.2 Each of the Investor Selling Shareholders shall, severally, shall severally extend all reasonable support and cooperation and assistance and such facilities to the BRLMs and their representatives and counsel counsels, subject to reasonable notice and during business hours, inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter respective Selling Shareholder Statements and the Investor Selling Shareholder Statements, respectively.
6.2 The Company shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of or their respective duties and obligations in terms portions of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Shares.
6.3 The Company agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Company, Directors, officers and key personnel of the Company Entities, the PromoterAffiliates, the members of the Promoters, Promoter Group, Group Companies, employees, Key Management Personnel, Senior Management, representatives, agents, experts and auditors and other external advisors advisors, as may be required, in connection with matters related to the Offer. .The Company and the Selling ShareholdersShareholders agree to provide, immediately upon the request of any of the BRLMs, any documentation, information or certification, in respect of compliance by the BRLMs with any Applicable Laws or in respect of any request or demand from any governmental, statutory, regulatory , judicial, quasi-judicial, administrative or supervisory authority, whether on or prior to or after the date of the issue of the Equity Shares by the Company pursuant to the Offer, and shall extend full cooperation to the BRLMs in connection with the foregoing;
6.4 Each of the Selling Shareholders agree severally and not jointly, agree jointly that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable notice, have access to a representative the key management and other personnel of such Selling Shareholder, to the extent applicable and required, authorized by the Selling Shareholder or Selling Shareholders themselves (as applicable) to deal with the respective proportion of the Offered Shares, in connection with matters relating related to such Selling Shareholder and its respective portion of the Offered Shares.Offer;
6.4 6.5 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, or the Company’s Affiliates, the Selling Shareholders or their respective Affiliates’ records, documents or other information in connection with the Offer requires the hiring of services of technical, legal or other experts or persons, the CompanyCompany shall immediately, in consultation with the BRLMs shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company Entities, Directors, Key Management Personnel, Senior Management the Selling Shareholders and their respective Affiliates and any Company Entities, Promoter, Promoter Group, Group Companies, or other relevant entitiesentities as may be required in relation to the Offer. The Company and the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be paid directly by the Company and shall be shared among the Company and the relevant Selling Shareholders in accordance with Section 15Clause 18.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS.
6.1 The Company shall extend and the Company Individual Promoter Selling Shareholder, jointly and severally, represent, warrant and undertake that each of them, respectively, shall, and shall make best efforts to cause other Company Entities, their respective directorsthe Directors, the Promoter Promoters and members of the Promoter Group , to extend all cooperation and assistance to the BRLMs Book Running Lead Managers and their representatives and counsel legal counsel, to visit the their respective offices of each and facilities of the Company Entities Company, to the extent possible, to (i) inspect and undertake diligence in relation to their the records, including accounting records, taxation records or review other information or documents, including those relating to such information or documents that relate to any pending or threatened legal action, or to conduct a due diligence of the Company, Directors, and any other relevant entities in relation to the Offer, including those related to legal proceedings, cases; (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, including, entity including the status and/or any other facts relevant to the Offer Offer) and review of relevant documents) ; and (iii) interact on any matter relevant to the Offer with the solicitors, legal advisors, auditorsauditors (present and past), consultants and advisors to the Offer, financial institutions, banks, agencies or any other organization or intermediary, including the Registrar to the Offer, that may be associated with the Offer in any capacity whatsoever. The Promoter Selling Shareholder and .
6.2 Each of the Investor Selling Shareholders shall, severally, shall extend all reasonable provide support and extend cooperation and assistance and such facilities to the BRLMs Book Running Lead Managers and their representatives and counsel counsels, subject to reasonable notice and during business hours, to inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter each respective Selling Shareholder Statements and / or its respective portion of the Investor Selling Shareholder Statements, respectivelyOffered Shares.
6.2 6.3 The Company shall instruct all intermediaries and each of the Selling Shareholders (to the extent permissible under that such Selling Shareholder is a party to the agreement) shall, subject to the terms of the respective agreement with such relevant agreements, instruct all intermediaries, including the Registrar to the Offer, Share Escrow Agent, Bankers to the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), (including the Sponsor Bank(sBank), advertising agencies, printers, bankers brokers and brokers to follow the instructions of the BRLMs and include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders. The Selling ShareholdersSyndicate Members, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMsBook Running Lead Managers, as required and where applicable and agreed under the respective agreements, in connection consultation with the sale and transfer of Company and/or the Offered SharesSelling Shareholders as applicable.
6.3 6.4 The Company agrees that the BRLMs Book Running Lead Managers shall, at all times and with prior notice, and as deemed appropriate have access to the Company, Directors, Promoters or Promoter Group, employees, Key Managerial Personnel, representatives, agents, experts and auditors to (i) promptly furnish all such information, documents, certificates, reports and particulars for the purpose of the Offer as may be required or requested by the Book Running Lead Managers or their Affiliates to (a) enable them to cause the filing, in a timely manner, of such documents, certificates, reports and particulars, including any post- Offer documents, certificates (including any due diligence certificates), reports or other information as may be required by SEBI, the Stock Exchange(s), the Registrar of Companies and/or any other Governmental Authorities (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 Book Running Lead Managers or required under circular No. CIR/MIRSD/1/2012 dated January 10, 2012, as issued by SEBI) or to enable the Book Running Lead Managers to review the correctness and/or adequacy of the statements made in the Offer Documents; and (b) prepare, investigate or defend in any proceedings, action, claim or suit; and (ii) provide, immediately upon the request of any of the Book Running Lead Managers, any documentation, information or certification (including any documents identified as confidential and a copy of which was not shared with the Book Running Lead Managers), in respect of compliance by the Book Running Lead Managers with any Applicable Law or in respect of any request or demand from any Governmental Authorities, during or after the Offer, and shall extend full cooperation to the Book Running Lead Managers with respect to the foregoing. Further, the Company shall provide or cause to provide any documentation, information or certification 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 Governmental Authority (inside or outside India) in respect of the Offer.
6.5 Each of the Selling Shareholders agrees that the Book Running Lead Managers shall, at all reasonable times, and as they deem appropriate, subject to prior reasonable noticenotice and during business hours, have access to each of its respective directors or other personnel authorised by it or the DirectorsSelling Shareholder, officers and key personnel of the Company Entities, the Promoter, the members of the Promoter Group and external advisors itself (as applicable) in connection with matters related to the Offer. The Selling Shareholders, severally and not jointly, agree that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable notice, have access to a representative of such Selling Shareholder in connection with matters relating to such Selling Shareholder and Offer and/or its respective portion of the Offered Shares.
6.4 6.6 If, in the sole opinion of the BRLMsBook Running Lead Managers, in consultation with the Company, the diligence of the Company Entities, or the Company’s Affiliates, the Selling Shareholders or their respective Affiliates’ records, documents or other information in connection with respect to the Offer requires the hiring of services of technical, legal or other experts or persons, the CompanyCompany shall immediately, in consultation with the BRLMs shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company Entities, the Selling Shareholders and their respective Affiliates and any other relevant entitiesCompany. The Company and the Selling Shareholders shall instruct all such persons its Directors, Key Managerial Personnel or other relevant entities to cooperate and comply with the instructions of the BRLMs Book Running Lead Managers and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be as determined by the Company and shall be paid directly by the Company and shall be shared among the Company and the relevant Selling Shareholders in accordance with Section 15Clause 18 (Fees and Expenses). Further, each Selling Shareholder shall reimburse the Company its share of expenses in accordance with Clause 18 (Fees and Expenses).
6.7 The Company, the Individual Promoter Selling Shareholder and the Promoter Group Selling Shareholder shall (i) promptly furnish any post-Offer documents, certificates, reports or other information as may be required by the SEBI, the Stock Exchanges, the Registrar of Companies and/ or any other Governmental Authority (inside or outside India) in respect of the Offer, and (ii) provide, immediately upon the request of any of the Book Running Lead Managers, any documentation, information or certification, in respect of compliance by the Book Running Lead Managers with any Applicable Law or in respect of any request or demand from any Governmental Authority, whether on or after the date of the Allotment of the Equity Shares pursuant to the Offer, and shall extend full cooperation to the Book Running Lead Managers, as may be requested, in connection with the Offer.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 9.1 The Company shall extend and the Company shall cause other Company Entitiesits Subsidiaries, their respective directorsits Associate, the Promoter Group Company, Key Managerial Personnel and members of the Promoter Group Directors to extend all cooperation cooperation, assistance and assistance such facilities as may be reasonably requested by the Book Running Lead Managers to enable representatives of the BRLMs Book Running Lead Managers and their representatives and legal counsel to visit the offices of each and assets of the Company Entities to or such other place(s) as may be required to: (i) inspect and undertake review the accounting, taxation and other relevant records or to conduct a due diligence in relation to their records, including accounting records, taxation records or review other information or documents, including in relation to legal proceedings, the Offer; (ii) conduct due diligence (diligence, including to ascertain the review of relevant documents, establishing for themselves the state of affairs of any such entity, including, status and/or entity to understand the progress made in respect of any other facts relevant to the Offer and review of relevant documents) Offer; and (iii) 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, that may be associated with the Offer in any capacity whatsoever. The Promoter Selling Shareholder and the Investor Selling Shareholders shall, severally, extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel to inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter Selling Shareholder Statements and the Investor Selling Shareholder Statements, respectively.
6.2 9.2 If, in the sole opinion of the Book Running Lead Managers, the verification of any of the aforesaid matters requires hiring of services of technical, legal or other experts or persons in a specialized field, the Company shall promptly (after consultation with the Book Running Lead Managers), at its own expense, hire and permit access to such independent agency or person to all relevant and material facts, relevant records, documents and other information. The Company shall instruct all intermediaries such persons to the extent permissible under the terms of the respective agreement cooperate and comply with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs Book Running Lead Managers and shall include a provision to that effect in the respective agreements with such intermediariespersons. For Provided that if the avoidance of doubtBook Running Lead Managers are required to pay such persons in accordance with Applicable Law, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling ShareholdersShareholders shall promptly reimburse, in full, the Book Running Lead Managers for payment of any fees and expenses to such persons. The Selling ShareholdersAll costs, charges and expenses relating to the extent that they are a party to the agreements due diligence carried out by technical, legal, or arrangements entered into other experts shall be borne in accordance with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered SharesClause 20.
6.3 9.3 The Company agrees that the BRLMs Book Running Lead Managers and their legal counsel shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, officers and key personnel of the Company EntitiesCompany, the PromoterSubsidiaries, the members of Associate, the Promoter Group Company, the Selling Shareholders and external advisors in connection with matters related to the Offer. The Each Selling ShareholdersShareholder, severally and not jointly, agree that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable noticenotice having been given by the Book Running Lead Managers, have access extend reasonable cooperation and assistance to a representative the Book Running Lead Managers, their representatives and counsel, to interact with the authorized representatives of such the Selling Shareholder or to inspect the records or to review other documents or to conduct due diligence to the extent required for any matter relating to the Selling Shareholder in connection with matters relating to such the Offer or the Selling Shareholder and its Shareholders’ respective portion of the Offered Shares.
6.4 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, or the Company’s Affiliates, the Selling Shareholders or their respective Affiliates’ records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the Company, in consultation with the BRLMs shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company Entities, the Selling Shareholders and their respective Affiliates and any other relevant entities. The Company and the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be shared among the Company and the relevant Selling Shareholders in accordance with Section 15.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 5.1 The Company shall extend and the Company shall cause other Company Entitieswill, their respective directors, the Promoter and members of the Promoter Group to extend all reasonable cooperation and assistance to the BRLMs and their representatives and counsel counsel, as may be reasonably requested, to visit the offices of each and other facilities of the Company Entities to and its Subsidiaries to: (i) inspect and undertake diligence in relation to their the records, including accounting records, taxation records or review other information or documents, including those relating to legal cases, or to conduct a due diligence of the Company, its Subsidiaries and any other relevant entities in relation to legal proceedings, the Offer; (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, includingentity including the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer Offer) and review of relevant documents) ; and (iii) 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, that may be associated with the Offer in any capacity whatsoever. The Promoter Selling Shareholder BRLMs may rely on the accuracy and completeness of the Investor information so provided without independent verification or liability and notwithstanding any limitations on liability imposed by any other professional advisers of the Company. The Selling Shareholders shall, severally, shall extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel to inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter Selling Shareholder Statements itself, and the Investor Selling Shareholder Statements, respectivelyits respective Offered Shares.
6.2 5.2 The Company shall instruct shall, and cause its, Group Companies, Directors, Promoter, and member of Promoter Group, its employees, key managerial personnel, experts and auditors to: (i) promptly furnish all intermediaries such information, documents, certificates and reports for the purpose of the Offer as may be reasonably required or requested by the BRLMs or their Affiliates to enable them to cause the filing, in a timely manner, of such documents, certificates and reports including, without limitation, any post-Offer documents, certificates (including, without limitation, any due diligence certificate or other information as may be required by the SEBI, the Stock Exchanges, the Registrar of Companies and/or any Governmental Authority (inside or outside India) in respect of the Offer and (ii) provide, immediately upon the request of any of the BRLMs any documentation and information, in respect of compliance by the BRLMs with any Applicable Law or in respect of any request or demand from any Governmental Authority, whether on or prior to the extent permissible under the terms date of the respective agreement with such intermediaries, including issue of the Registrar Equity Shares by the Company pursuant to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers shall extend full cooperation to follow the instructions of the BRLMs and include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Sharesforegoing.
6.3 5.3 The Company agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, officers Directors and key personnel of the Company Entitiesand its Subsidiaries, the Promoteras may be reasonably required, the members of the Promoter Group and external advisors in connection with matters related to the Offer. The Selling Shareholders, severally and not jointly, Shareholders agree that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to a representative the authorized representatives of such the Selling Shareholder to deal with the respective proportion of the Offered Shares, in connection with matters relating related to such Selling Shareholder and its respective portion of the Offered SharesOffer.
6.4 5.4 If, in the sole reasonable opinion of the BRLMs, after consultation with the Company, the diligence of the Company EntitiesCompany’s, or the Company’s Affiliates, the Selling Shareholders or their respective Affiliates’ ’, records, documents or other information in connection with the Offer requires the hiring of services of technical, legal or other experts or persons, the CompanyCompany and the Selling Shareholders shall immediately, in consultation with the BRLMs shall promptly and at their own expense, hire and provide such persons with access to all relevant records, documents and other information of the Company Entitiesand, if required to comply with Applicable Law, the Selling Shareholders and their respective Affiliates and any Company’s Directors, key personnel, Promoters, or other relevant entities. The Company and the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The Subject to the provisions of the Engagement Letter, the expenses of such persons shall be shared among paid directly by the Company; provided that if it is necessary that the BRLMs pay such persons, then the Company shall reimburse in full the BRLMs for payment of any fees, costs, charges and expenses to such persons.
5.5 The Company and the relevant Selling Shareholders shall (i) promptly furnish any post-Offer documents, certificates, reports or other information as may be required by the SEBI, the Stock Exchanges, the RoC and/or any Government Authority (inside or outside India) in accordance respect of the Offer and (ii) provide, immediately upon the request of any of the BRLMs, any documentation, information or certification, in respect of compliance by the BRLMs with Section 15any Applicable Law or in respect of any request or demand from any Government Authority, whether on or after the date of the Allotment of the Equity Shares pursuant to the Offer, and shall extend full cooperation to the BRLMs, as may be requested, in connection with the foregoing.
5.6 The Company shall be responsible for the authenticity, correctness, validity and reasonableness of the information, reports, statements, declarations, undertakings, clarifications, documents and certifications provided or authenticated by its the Subsidiaries or any of their respective employees in connection with the Offer Documents. The Company hereby expressly affirms that the BRLMs and its Affiliates shall not be liable in any manner for the foregoing, except to the extent of the information expressly provided by the BRLMs in writing for inclusion in Offer Documents. The Company further agrees and understands that only such information in relation to the BRLMs, are the name, contact details and SEBI registration number of the respective BRLMs.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 The Company shall extend Company, represents, warrants and the Company undertakes it shall, and shall cause other Company Entities, their respective directorsits Affiliates, the Promoter and members of Directors, the Subsidiaries, Promoter, Promoter Group and Group Companies, to extend all cooperation and assistance assistance, to the BRLMs and their representatives and counsel to visit the their respective offices of each and other facilities of the Company Entities to and the Subsidiaries to: (i) inspect and undertake diligence in relation to their the records, including accounting records, taxation records or review other information or documents, including those relating to legal, arbitral cases or threatened or pending legal actions, or to conduct a due diligence of the Company, in relation to legal proceedingsits Directors, Subsidiaries, Promoter, Promoter Group and any other relevant entities in relation to the Offer; (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, includingentity including the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer Offer) and review of relevant documents) documents in relation to the Offer; and (iii) 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, that may be associated with the Offer in any capacity whatsoever. The Promoter Selling Shareholder and .
6.2 Each of the Investor Selling Shareholders shall, severally, shall severally and not jointly extend all reasonable necessary cooperation and assistance and such facilities to the BRLMs and their representatives and counsel counsels, subject to reasonable notice, inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter Selling Shareholder Statements and the Investor respective Selling Shareholder Statements, respectively.
6.2 The Company shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Shares.
6.3 The Company agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Company, Directors, officers and key personnel of the Company EntitiesSubsidiaries, the Promoter, the members of the Promoter Group, Group Companies, employees, Key Managerial Personnel, representatives, agents, experts and external advisors auditors as may be required, in connection with matters related to the Offer. The Selling ShareholdersCompany shall, severally and not jointlyshall cause the Subsidiaries, agree that Directors, Promoter, members of the Promoter Group, and its employees, key managerial personnel, experts and auditors to: (i) promptly furnish all such information, documents, certificates, reports and particulars for the purpose of the Offer as may be required or requested by the BRLMs shallor their Affiliates to enable them to cause the filing, at all timesin 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 SEBI, the Stock Exchange(s), the Registrar of Companies and/or any other regulatory or supervisory authority (inside or outside India) 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) or to enable the BRLMs to review the correctness and/or adequacy of the statements made in the Offer Documents, and as they deem appropriate(ii) the Company agrees to provide, subject immediately upon the request of any of the BRLMs, any documentation, information or certification, in respect of compliance by the BRLMs with any Applicable Laws or in respect of any request or demand from any governmental, statutory, regulatory or supervisory authority, whether on or prior to reasonable noticeor after the date of the issue of the Equity Shares by the Company pursuant to the Offer, have access and shall extend full cooperation to a representative of such Selling Shareholder the BRLMs in connection with matters relating to such Selling Shareholder and its respective portion of the Offered Shares.foregoing;
6.4 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, or the Company’s Affiliates, the Selling Shareholders or their respective Affiliates’ records, documents or other information in connection with the Offer requires the hiring of services of technical, legal or other experts or persons, the Company, shall immediately, in consultation with the BRLMs shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company EntitiesCompany, Directors, Key Managerial Personnel, the Selling Shareholders and their respective Affiliates and any Subsidiaries, Promoter, Promoter Group, Group Companies, or other relevant entitiesentities as may be required in relation to the Offer. The Company and and/ or each of the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be paid directly by the Company and shall be shared among the Company and the relevant Selling Shareholders in accordance with Section 15Clause 7.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 The Company shall extend and the Company shall cause other Company Entitiesits Affiliates, their respective directors, the Promoter and members of the Individual Promoter’s Promoter Group to extend all cooperation and assistance to the BRLMs and their representatives and counsel to visit the offices of each of the Company Entities Entities, the Individual Promoter and such Affiliates to (i) inspect and undertake diligence in relation to their records, including accounting records, taxation records or review other information or documents, including in relation to legal proceedings, (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, includingincluding the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer and review of relevant documents) and (iii) 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, that may be associated with the Offer in any capacity whatsoever. .
6.2 The Promoter Selling Shareholder Shareholders, severally and the Investor Selling Shareholders shallnot jointly, severally, shall extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel to, subject to reasonable notice and during business hours, inspect the records or review other documents or to conduct due diligencediligence or to interact with the authorized representatives of the Selling Shareholders, including in relation to their respective the Investor Promoter Selling Shareholder Statements and the Other Investor Selling Shareholder Statements, respectivelyStatements and/ or their respective portions of the Offered Shares.
6.2 6.3 The Company shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Sharesagreements.
6.3 6.4 The Company agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, officers Key Managerial Personnel and key personnel Senior Management of the Company EntitiesCompany, the Promoter, and the members of the Individual Promoter’s Promoter Group and external advisors Group, in connection with matters related to the Offer. The Selling Shareholders, severally and not jointly, agree that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable notice, have access to a representative of such Selling Shareholder in connection with matters relating to such Selling Shareholder and its respective portion of the Offered Shares.
6.4 6.5 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, or the Company’s Affiliates, the Selling Shareholders or their respective Affiliates’ records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the Company, in consultation with the BRLMs shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company Entities, the Selling Shareholders and their respective Affiliates and any other relevant entities. The Company and the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall use their best efforts to include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be shared among the Company and the relevant Selling Shareholders in accordance with Section Clause 15.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 5.1 The Company shall extend and the Company Promoter Selling Shareholders shall cause other Company Entities, their respective directors, the Promoter and members of the Promoter Group to extend all cooperation and assistance to the BRLMs and their representatives and counsel to visit the offices of each of the Company Entities and its Affiliates to (i) inspect and undertake diligence in relation to their records, including accounting records, taxation records or review other information or documents, including in relation to legal proceedings, (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, includingincluding the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer and review of relevant documents) and (iii) 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, that may be associated with the Offer in any capacity whatsoever. The Promoter Selling Shareholder and the Investor Other Selling Shareholders shall, severally, shall extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel to inspect for providing all the records or review other necessary documents or to conduct due diligence, including and certifications in relation to the Promoter Selling Shareholder Statements Offer and the Investor Selling Shareholder Statements, respectively.
6.2 The Company shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Shares.
6.3 5.2 The Company agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, officers and key personnel of the Company Entitiesand its Affiliates, the Promoter, the members of the Promoter Group Selling Shareholders and external advisors in connection with matters related to the Offer. The Selling Shareholders, severally and not jointly, agree that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable notice, have access to a representative of such Selling Shareholder in connection with matters relating to such Selling Shareholder and its respective portion of the Offered Shares.
6.4 5.3 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, or the Company’s its Affiliates, the Selling Shareholders or their respective Affiliates’ records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the CompanyCompany and the Selling Shareholders, in consultation with the BRLMs BRLMs, shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company EntitiesCompany, the Selling Shareholders and their respective Affiliates and any other relevant entities. The Company and the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be shared among paid directly by the Company and the relevant Selling Shareholders; provided that if it is necessary that the BRLMs pay such persons, then the Company and the Selling Shareholders shall reimburse in accordance with Section 15full the BRLMs for payment of any fees and expenses to such persons.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 5.1 The Company shall extend and the Company Promoter Selling Shareholder shall cause other Company Entities, their respective directors, the Promoter and members of the Promoter Group to extend all cooperation and assistance to the BRLMs and their representatives and counsel to visit the offices of each of the Company Entities Company, the Promoter Selling Shareholder and their respective Affiliates to (i) inspect and undertake diligence in relation to their records, including accounting records, taxation records or review other information or documents, including in relation to legal proceedings, (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, includingincluding the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer and review of relevant documents) and (iii) 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, that may be associated with the Offer in any capacity whatsoever. .
5.2 The Promoter Selling Shareholder Company and the Investor Selling Shareholders shall, severally, extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel to inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter Selling Shareholder Statements and the Investor Selling Shareholder Statements, respectively.
6.2 The Company shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s)Bank, advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and shall make best efforts to include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Promoter Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered SharesShareholder.
6.3 5.3 The Company agrees and the Promoter Selling Shareholder agree that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, officers and key personnel of the Company EntitiesCompany, the Promoter, the members of the Promoter Group Selling Shareholder and their respective Affiliates and external advisors in connection with matters related to the Offer. The Selling Shareholders, severally and not jointly, agree that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable notice, have access to a representative of such Selling Shareholder in connection with matters relating to such Selling Shareholder and its respective portion of the Offered Shares.
6.4 5.4 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, or the Company’s its Affiliates, the Promoter Selling Shareholders Shareholder or their respective Affiliates’ records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the Company, in consultation with Company and the BRLMs Promoter Selling Shareholder shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company EntitiesCompany, the Promoter Selling Shareholders Shareholder and their respective Affiliates and any other relevant entities. The Company and the Promoter Selling Shareholders Shareholder shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be shared among paid directly by the Company and the relevant Promoter Selling Shareholders Shareholder; provided that if it is necessary that the BRLMs pay such persons, then the Company and the Promoter Selling Shareholder shall reimburse in accordance with Section 15full the BRLMs within two (2) Working Days for payment of any fees and expenses to such persons.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 5.1 The Company shall extend and the Company Promoter Selling Shareholder shall cause other Company Entities, their respective directors, the Promoter and members of the Promoter Group to extend all cooperation and assistance to assistance, as may be reasonably requested or required by the BRLMs and their representatives and counsel to visit the offices of each of the Company Entities to and the Material Subsidiary to: (i) inspect and undertake due diligence in relation to their records, including accounting records, taxation records or review other information or documents, including in relation to legal proceedings, ; (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, includingincluding the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer and review of relevant documents) ); and (iii) 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, that may be associated with the Offer in any capacity whatsoever. .
5.2 The Promoter Selling Shareholder Company and the Investor Selling Shareholders shall, severally, extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel to inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter Selling Shareholder Statements (in relation to itself and the Investor Selling Shareholder Statements, respectively.
6.2 The Company Offered Shares) shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and shall make best efforts to include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Sharesagreements.
6.3 5.3 The Company agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the its Material Subsidiary, its Directors, officers and key personnel of the Company EntitiesKey Management Personnel, the Promoter, the members of the Promoter Group Senior Management Personnel and external advisors to the Company and the Material Subsidiary in connection with matters related to the Offer. The Promoter Selling Shareholders, severally and not jointly, agree Shareholder agrees that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable notice, have access to a representative of such the Promoter Selling Shareholder in connection with matters relating to such the Promoter Selling Shareholder and its respective portion of the Offered Shares, solely in relation to the Offer.
6.4 5.4 If, in the sole opinion of the BRLMs, the due diligence of the Company Entities’, or the Company’s Affiliates’, the Promoter Selling Shareholders or their respective Affiliates’ Shareholder’s records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the Company, in consultation with the BRLMs BRLMs, shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company Entities, the Promoter Selling Shareholders and their respective Affiliates Shareholder and any other relevant entities. The Company and the Promoter Selling Shareholders Shareholder shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be shared among paid by the Company and the relevant Promoter Selling Shareholders Shareholder in accordance with Section 1514.2, provided that, if it is necessary that the BRLMs pay such persons, then the Company and the Promoter Selling Shareholder, as applicable, shall reimburse in full the BRLMs for payment of any fees and expenses to such persons.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 5.1 The Company shall extend and the Company Promoter Selling Shareholder shall cause other Company Entities, their respective directors, the Promoter and members of the Promoter Group to extend all cooperation and assistance to the BRLMs and their representatives and counsel to visit the offices of each of the Company Entities Entities, the Promoter Selling Shareholder and their respective Affiliates to (i) inspect and undertake diligence in relation to their records, including accounting records, taxation records or review other information or documents, including in relation to legal proceedings, (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, includingincluding the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer and review of relevant documents) and (iii) 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, that may be associated with the Offer in any capacity whatsoever. .
5.2 The Promoter Selling Shareholder Company and the Investor Selling Shareholders shall, severally, extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel to inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter Selling Shareholder Statements and the Investor Selling Shareholder Statements, respectively.
6.2 The Company shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Shares.
6.3 The Company agrees agree that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, officers and key personnel of the Company Entities, the Promoter, the members of the Promoter Group Selling Shareholder and their respective Affiliates and external advisors in connection with matters related to the Offer. The Selling Shareholders, severally and not jointly, agree that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable notice, have access to a representative of such Selling Shareholder in connection with matters relating to such Selling Shareholder and its respective portion of the Offered Shares.
6.4 5.3 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, ’ or the Company’s its Affiliates, the Promoter Selling Shareholders Shareholder or their respective Affiliates’ records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the Company, in consultation with Company and the BRLMs Promoter Selling Shareholder shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company Entities, the Promoter Selling Shareholders Shareholder and their respective Affiliates and any other relevant entities. The Company and the Promoter Selling Shareholders Shareholder shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be shared among paid directly by the Company and the relevant Promoter Selling Shareholders Shareholder; provided that if it is necessary that the BRLMs pay such persons, then the Company and the Promoter Selling Shareholder shall reimburse in accordance with Section 15full the BRLMs for payment of any fees and expenses to such persons.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 7.1 The Company shall extend and the Company shall cause other Company Entities, their respective directors, the Promoter and members of the Promoter Group to extend all cooperation and assistance as may be requested by the BRLMs to enable representatives of the BRLMs and their representatives and counsel to visit the offices of each and assets of the Company Entities or such other place(s) as may be required to (i) inspect and undertake review the accounting, taxation and other records or to conduct a due diligence in relation to their records, including accounting records, taxation records or review other information or documents, including in relation to legal proceedings, the Offer; (ii) conduct due diligence (diligence, including to ascertain the review of relevant documents, establishing for themselves the state of affairs of any such entity, including, status and/or entity to understand the progress made in respect of any other facts relevant to the Offer and review of relevant documents) Offer; and (iii) 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, that may be associated with the Offer in any capacity whatsoever. The Promoter Selling Shareholder Shareholders, severally and the Investor Selling Shareholders shallnot jointly, severally, shall extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel subject to reasonable notice and during business hours, to inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter Selling Shareholder Statements itself, and the Investor Selling Shareholder Statements, respectivelyits respective Offered Shares.
6.2 7.2 If, in the sole opinion of the BRLMs, the verification of any of the aforesaid matters requires hiring of services of technical, legal or other experts or persons in a specialized field, the Company shall promptly hire and permit access to such independent agency or person to all relevant and material facts, relevant records, documents and other information. The Company shall instruct all intermediaries such persons to the extent permissible under the terms of the respective agreement cooperate and comply with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs BRLMs, and shall include a provision to that effect in the respective agreements with such persons. All costs, charges, interest costs and expenses relating to the due diligence carried out by technical, legal or other experts shall be borne by the Company and the Selling Shareholders in accordance with Clause 18 of this Agreement. Provided that if the BRLMs are required to pay such persons in accordance with Applicable Law, the Company shall promptly reimburse, in full, the BRLMs for payment of any fees and expenses to such persons in the manner specified in Clause 18.1 of this Agreement.
7.3 The Company agrees that the BRLMs and their legal counsel shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, key managerial personnel and the senior management of the Company, the Selling Shareholders, and external advisors in connection with matters related to the Offer.
7.4 The Company shall instruct all intermediaries, including the Registrar to the Offer, the Bankers to the Offer (including Sponsor Bank(s), the Escrow Collection Banks, Refund Banks, Public Offer Account Banks) advertising agencies, credit rating agencies, printers, bankers and brokers to follow, co-operate and comply with the instructions of the BRLMs as customarily applicable to the IPO process and also covered under the respective agreements if any, in consultation with the Company and/or the Selling Shareholders as applicable. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Shares.
6.3 The Company agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, officers and key personnel of the Company Entities, the Promoter, the members of the Promoter Group and external advisors in connection with matters related to the Offer. The Selling Shareholders, severally and not jointly, agree that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable notice, have access to a representative of such Selling Shareholder in connection with matters relating to such Selling Shareholder and its respective portion of the Offered Shares.
6.4 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, or the Company’s Affiliates, the Selling Shareholders or their respective Affiliates’ records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the Company, in consultation with the BRLMs shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company Entities, the Selling Shareholders and their respective Affiliates and any other relevant entities. The Company and the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be shared among the Company and the relevant Selling Shareholders in accordance with Section 15.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 7.1 The Company shall extend Company, represents, warrants and the Company undertakes it shall, and shall cause other Company Entities, their respective directorsits Affiliates, the Promoter and Directors, Promoter, members of the Promoter Group and Group Companies, to extend all cooperation and assistance assistance, to the BRLMs and their representatives and counsel to visit the their respective offices of each and other facilities of the Company Entities to (each at such reasonable times by giving prior intimation) to: (i) inspect and undertake diligence in relation to their the records, including accounting records, taxation records or review other information or documents, including those relating to legal, arbitral cases or threatened or pending legal actions, or to conduct a due diligence of the Company, in relation to legal proceedingsits Directors, Promoter, members of the Promoter Group and any other relevant entities in relation to the Offer; (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, includingentity including the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer Offer) and review of relevant documents) ; and (iii) 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, that may be associated with the Offer in any capacity whatsoever. The Promoter Selling Shareholder and ;
7.2 Each of the Investor Selling Shareholders shall, severallyseverally and not jointly, extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel counsels, subject to inspect the records or review other documents or reasonable notice, to conduct due diligence, including in relation to the Promoter respective Selling Shareholder Statements and the Investor Selling Shareholder Statements, respectively.
6.2 The Company shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of or their respective duties and obligations in terms portions of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Shares.
6.3 7.3 The Company agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Company, Directors, officers and key personnel of the Company Entities, the Promoter, the members of the Promoter Group, Group and Companies, Affiliates, employees, Key Management Personnel, Senior Management, representatives, agents, experts, external advisors and auditors as may be required, in connection with matters related to the Offer. The Selling ShareholdersCompany shall, severally and not jointlyshall cause the Directors, agree that Promoter, members of the Promoter Group, and its employees, Key Managerial Personnel, Senior Management, experts and auditors to: (i) promptly furnish all such information, documents, certificates, reports and particulars for the purpose of the Offer, including any ‘know your customer’ related documents as may be required or requested by the BRLMs shallor their Affiliates to enable them to cause the filing, at all timesin a timely manner, and as they deem appropriate, subject to reasonable notice, have access to a representative of such Selling Shareholder 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 SEBI, the Stock Exchange(s), the RoC and/or any other regulatory or supervisory authority (inside or outside India) in connection with matters relating to such Selling Shareholder and its respective portion respect of the Offered Shares.
6.4 IfOffer (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) or to enable the BRLMs to review the correctness and/or adequacy of the statements made in the sole opinion Offer Documents, (ii) the Company agrees to provide, immediately upon the request of any of the BRLMs, any documentation, information or certification, in respect of compliance by the diligence BRLMs with any Applicable Law or in respect of any request or demand from any governmental, statutory, regulatory , judicial, quasi-judicial, administrative or supervisory authority, whether on or prior to or after the date of the issue of the Equity Shares by the Company Entitiespursuant to the Offer, or and shall extend full cooperation to the Company’s Affiliates, the Selling Shareholders or their respective Affiliates’ records, documents or other information BRLMs in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the Company, in consultation with the BRLMs shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company Entities, the Selling Shareholders and their respective Affiliates and any other relevant entities. The Company and the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be shared among the Company and the relevant Selling Shareholders in accordance with Section 15.foregoing; and
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 7.1 The Company shall extend and the Company shall cause other Company Entities, their respective directors, the Promoter and members of the Promoter Group to extend all cooperation and assistance to the BRLMs and their representatives and counsel to visit the offices of each of the Company Entities Entities, the Promoters, the Promoter Group and the Group Companies to (i) inspect and undertake diligence in relation to their records, including accounting records, taxation records or review other information or documents, including in relation to legal proceedings, (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, includingincluding the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer and review of relevant documents) and (iii) 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, that may be associated with the Offer in any capacity whatsoever. The Promoter Selling Shareholder and Each of the Investor Selling Shareholders shall, severally, shall extend all reasonable necessary cooperation and assistance and such facilities to the BRLMs and their representatives and counsel counsel, subject to reasonable notice, to inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter Selling Shareholder Statements and the Investor respective Selling Shareholder Statements, respectively.
6.2 7.2 The Company shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and shall make best efforts to include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company Entities and the Selling Shareholders. The Each Selling ShareholdersShareholder, to the extent that they are it is a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), the Sponsor Bank(s), Public Offer Account Bank(s)Bank, bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMsManagers, as required in connection with the sale and transfer of its respective portion of the Offered Shares.
6.3 7.3 The Company agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, officers and key personnel of the Company Entities, the Promoter, the members of the Promoter Group and their respective Affiliates and external advisors in connection with matters related to the Offer. The Each of the Selling Shareholders, severally and not jointly, agree agrees that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable noticenotice and acting reasonably, have access to a representative the authorized representatives of such Selling Shareholder Shareholder, in connection with matters relating related to such the Selling Shareholder and its and/ or their respective portion portions of the Offered Shares.
6.4 7.4 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, the Promoters, the Promoter Group or the Company’s Affiliates, Group Companies or the Selling Shareholders or their respective AffiliatesShareholders’ records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the Company, in consultation with Company and / or the BRLMs Selling Shareholders shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company Entities, the Selling Shareholders and Entities their respective Affiliates and any other relevant entitiesor the Selling Shareholders. The Company and the Selling Shareholders Shareholders, as applicable, shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be shared among paid directly by the Company and the relevant Selling Shareholders, as applicable; provided that if it is necessary that the BRLMs pay such persons, then the Company and the Selling Shareholders shall reimburse in accordance with Section 15full the BRLMs for payment of any fees and expenses to such persons.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 7.1 The Company Company, its Affiliates and Directors shall extend all cooperation, assistance and access to such facilities as may be reasonably requested by the Company shall cause other Company Entities, their respective directors, the Promoter and members Book Running Lead Managers to enable representatives of the Promoter Group to extend all cooperation and assistance to the BRLMs Book Running Lead Managers and their representatives and legal counsel to visit the offices and other facilities of each of the Company Entities or such other place(s) as may be required to (i) inspect and undertake diligence in relation to their records, including accounting records, taxation records or review other information or documents, including documeipuntioluding in relation to legal proceedings, ; (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, including, status and/or any other facts relevant to the Offer and review of relevant documents) ); and (iii) 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, that may be associated with the Offer in any capacity whatsoever. The Promoter Each Selling Shareholder and the Investor Selling Shareholders shall, severally, shall extend all commercially reasonable cooperation and assistance and such facilities to the BRLMs Book Running Lead Managers and their representatives and counsel to inspect counsels as may be reasonably requested by the records or review other documents or Book Running Lead Managers, and upon reasonable notice and during business hours to conduct due diligence, including diligence in relation to the Promoter its respective Selling Shareholder Statements and the Investor Selling Shareholder Statements, respectively.
6.2 The Company shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of or their respective duties and obligations in terms portions of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Shares.
6.3 The Company agrees 7.2 Each of the Selling Shareholders agree that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, officers and directors or other key personnel of such Selling Shareholder authorized by the Company Entities, the Promoter, the members Selling Shareholder or Selling Shareholders themselves (as applicable) to deal with its respective proportion of the Promoter Group and external advisors Offered Shares, in connection with matters related to the Offer. .
7.3 The Selling Shareholders, severally and not jointly, agree Company agrees that the BRLMs shall, at all times, and as they deem appropriateappropriate in their sole discretion, subject to reasonable notice, have access to a representative the Directors and key personnel of such Selling Shareholder in connection with matters relating to such Selling Shareholder the Company, the Company’s Affiliates, and its respective portion of the Offered Sharesexternal advisors.
6.4 7.4 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, or the Company’s Affiliates, the Selling Shareholders or their respective Affiliates’ records, documents or other information in connection with the Offer reasonably requires the hiring of services of technical, legal or other experts or persons, the CompanyCompany and/or each of the Selling Shareholders, as applicable, shall immediately, in consultation with the BRLMs shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company EntitiesCompany, Directors, Key Management Personnel, the Subsidiary, Promoters, Promoter Group or of the Selling Shareholders and their respective Affiliates and any Shareholders, or other relevant entitiesentities as may be required in relation to the Offer. The Company and and/ or each of the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be paid directly by the Company and shall be shared among the Company and the relevant Selling Shareholders in accordance with Section 15Clause 8.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1
8.1 The Company shall extend and the Company shall cause other Company Entities, their respective directors, the Promoter and members of the Promoter Group to extend all cooperation and assistance as may be requested by the BRLMs to enable representatives of the BRLMs and their representatives and counsel to visit the offices of each and assets of the Company Entities or such other place(s) as may be required to (i) inspect and undertake review the accounting, taxation and other records or to conduct a due diligence in relation to their records, including accounting records, taxation records or review other information or documents, including in relation to legal proceedings, the Offer; (ii) conduct due diligence (diligence, including to ascertain the review of relevant documents, establishing for themselves the state of affairs of any such entity, including, status and/or entity to understand the progress made in respect of any other facts relevant to the Offer and review of relevant documents) Offer; and (iii) 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, that may be associated with the Offer in any capacity whatsoever. The Promoter Selling Shareholder Shareholders, severally and the Investor Selling Shareholders shallnot jointly, severally, shall extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel subject to reasonable notice and during business hours, to inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter Selling Shareholder Statements itself, and the Investor Selling Shareholder Statements, respectively.
6.2 The Company shall instruct all intermediaries to the extent permissible under the terms of the its respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Shares.
6.3 The Company agrees that 8.2 If, after mutual consultation with all Parties, the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, officers and key personnel verification of any of the Company Entities, the Promoter, the members of the Promoter Group and external advisors in connection with aforesaid matters related to the Offer. The Selling Shareholders, severally and not jointly, agree that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable notice, have access to a representative of such Selling Shareholder in connection with matters relating to such Selling Shareholder and its respective portion of the Offered Shares.
6.4 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, or the Company’s Affiliates, the Selling Shareholders or their respective Affiliates’ records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or personspersons in a specialized field, the CompanyCompany shall promptly, in consultation with the BRLMs shall promptly at its own expense, hire and provide such persons with permit access to such independent agency or person to all relevant and material facts, relevant records, documents and other information of the Company Entities, the Selling Shareholders and their respective Affiliates and any other relevant entitiesinformation. The Company and the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The All costs, charges, interest, and expenses of relating to the due diligence carried out or services performed by such persons technical, legal or other experts shall be shared among the Company and the relevant Selling Shareholders borne in accordance with Section 15Clause 19 of this Agreement. Provided that if the BRLMs are required to pay such persons in accordance with Applicable Law, the Company shall promptly reimburse, in full, the BRLMs for payment of any fees and expenses to such persons in the manner specified in Clause 19.1 of this Agreement.
8.3 The Company agrees that the BRLMs and their legal counsel shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, Key Managerial Personnel and members of the Senior Management of the Company, the Selling Shareholders, and external advisors in connection with matters related to the Offer.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 7.1 The Company hereby represents, warrants and undertakes that it shall, and shall extend and make best efforts to cause the Company shall cause other Company Entities, their respective directorsDirectors, the Promoter and members of the Promoters, Promoter Group and Group Companies, to extend all cooperation and assistance to the BRLMs Book Running Lead Managers and their representatives and counsel legal counsel, to visit the their respective offices of each and branches of the Company Entities Company, to the extent possible, to (i) inspect and undertake diligence in relation to their the records, including accounting records, taxation records or review other information or documents, including those relating to such information or documents that relate to any pending or threatened legal action, or to conduct a due diligence of the Company, Directors, and any other relevant entities in relation to the Offer, including those related to legal proceedings, cases; (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, including, entity including the status and/or any other facts relevant to the Offer Offer) and review of relevant documents) ; and (iii) interact on any matter relevant to the Offer with the solicitors, legal advisors, auditorsauditors (present and past), consultants and advisors to the Offer, financial institutions, banks, agencies or any other organization or intermediary, including the Registrar to the Offer, that may be associated with the Offer in any capacity whatsoever. The Promoter Selling Shareholder and Book Running Lead Managers will submit the Investor due diligence certificate in the manner prescribed under the ICDR Regulations to SEBI.
7.2 Each of the Selling Shareholders shall, severally, shall provide reasonable support and extend all reasonable cooperation and assistance and such facilities to the BRLMs Book Running Lead Managers and their representatives and counsel counsels, subject to reasonable notice and during business hours, to inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter each respective Selling Shareholder Statements and the Investor Selling Shareholder Statements, respectively.
6.2 The Company shall instruct all intermediaries to the extent permissible under the terms of the / or its respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer portion of the Offered Shares.
6.3 7.3 The Company agrees that the BRLMs Book Running Lead Managers shall, at all reasonable times, times and as they deem appropriate, subject to with reasonable prior notice, have access to the Company, its Directors, officers and key personnel of the Company EntitiesPromoters, the Promoter, the members of the Promoter Group Group, and external advisors its employees, Key Managerial Personnel, representatives, agents, experts and auditors in connection with matters related to the Offer. The Company shall, and cause the Directors, Promoters, and members of Promoter Group, and its employees, Key Managerial Personnel, representatives, agents, experts and auditors to (i) promptly furnish all such information, documents, certificates, reports and particulars for the purpose of the Offer as may be required or requested by the Book Running Lead Managers or their Affiliates to (a) enable them to comply with any Applicable Law, including to cause the filing, in a timely manner, of such documents, certificates, reports and particulars, including any post- Offer documents, certificates (including any due diligence certificates), reports or other information as may be required by SEBI, the Stock Exchange(s), the Registrar of Companies and/or any other Governmental Authorities (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 Book Running Lead Managers or required under circular No. CIR/MIRSD/1/2012 dated January 10, 2012, as issued by SEBI), (b) enable the Book Running Lead Managers to review the correctness and/or adequacy of the statements made in the Offer Documents; (c) comply with any request or demand from any Governmental Authority; and (d) prepare, investigate or defend in any proceedings, action, claim or suit; and (ii) provide, immediately upon the request of any of the Book Running Lead Managers, any documentation, information or certification (including any documents identified as confidential and a copy of which was not shared with the Book Running Lead Managers), in respect of compliance by the Book Running Lead Managers with any Applicable Law or in respect of any request or demand from any Governmental Authorities, during or after the Offer, and shall extend full cooperation to the Book Running Lead Managers with respect to the foregoing. Further, the Company shall provide or cause to provide any documentation, information or certification 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 Governmental Authority (inside or outside India) in respect of the Offer.
7.4 Each of the Selling Shareholders, severally and not jointly, agree Shareholders agrees that the BRLMs Book Running Lead Managers shall, at all reasonable times, and as they deem appropriate, subject to reasonable prior notice, have access to a representative each of its respective key personnel authorised by such Selling Shareholder in connection to deal with matters relating related to such Selling Shareholder and its respective portion of the Offered SharesOffer.
6.4 7.5 If, in the sole opinion of the BRLMsBook Running Lead Managers, the diligence of the Company Entities, or the Company’s Affiliates, the Selling Shareholders or their respective Affiliates’ records, documents or other information in connection with respect to the Offer requires the hiring of services of technical, legal or other experts or persons, (a) the CompanyCompany shall immediately, in consultation with the BRLMs shall promptly Book Running Lead Managers hire and provide such persons with access to all relevant records, documents and other information of the Company EntitiesCompany, the Selling Shareholders and their respective Affiliates and any Directors, Key Managerial Personnel, or other relevant entities. The Company entities and (b) the Selling Shareholders shall provide such persons with necessary or relevant records, documents and other information in relation to itself and its Offered Shares. The Company shall instruct all such persons its Directors, Key Managerial Personnel or other relevant entities to cooperate and comply with the instructions of the BRLMs Book Running Lead Managers and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be paid directly by the Company and shall be shared among the Company and the relevant Selling Shareholders in accordance with Section 15Clause 19 (Fees and Expenses).
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 5.1 The Company shall extend Bank and the Company shall cause other Company EntitiesSelling Shareholders shall, their respective directorsseverally and not jointly, the Promoter and members of the Promoter Group to extend all cooperation and assistance to the BRLMs and their representatives and counsel to visit the offices of each and branches of the Company Entities Bank, such Selling Shareholders and their respective Affiliates (as applicable) to (i) inspect and undertake diligence in relation to their records, including accounting records, taxation records or review other information or documents, including in relation to legal proceedings, (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, including, status and/or including the progress made in respect of any other particular facts relevant to the Offer and review of relevant documents) and (iii) 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, that may be associated with the Offer in any capacity whatsoever. .
5.2 The Promoter Selling Shareholder and Bank (including on behalf of the Investor Selling Shareholders shall, severally, extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel to inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter Selling Shareholder Statements and the Investor Selling Shareholder Statements, respectively.
6.2 The Company as applicable) shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s)Bank, advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and shall make best efforts to include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company Bank and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Shares.
6.3 5.3 The Company Bank agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, officers and key personnel of the Company Entities, the Promoter, the members of the Promoter Group and external advisors Bank in connection with matters related to the Offer. The Selling Shareholders, severally and not jointly, agree that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable notice, have access to a representative of such Selling Shareholder in connection with matters relating to such Selling Shareholder and its respective portion of the Offered Shares.
6.4 5.4 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, Bank or the Company’s Affiliatesits Affiliates (as applicable), the Selling Shareholders or their respective Affiliates’ records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the CompanyBank and the Selling Shareholders, in consultation with the BRLMs shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company EntitiesBank, the Selling Shareholders and their respective Affiliates (as applicable) and any other relevant entities. The Company Bank and the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be shared among paid directly by the Company Bank and the relevant Selling Shareholders; provided that if it is necessary that the BRLMs pay such persons, then the Bank and the Selling Shareholders shall reimburse in accordance with Section 15full the BRLMs for payment of any fees and expenses to such persons.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 5.1 The Company shall extend and the Company Selling Shareholders shall cause other Company Entities, their respective directors, the Promoter and members of the Promoter Group to extend all cooperation and assistance to the BRLMs and their representatives and counsel to visit the offices of each of the Company Entities to (i) inspect and undertake diligence in relation to their records, including accounting records, taxation records or review other information or documents, including in relation to legal proceedings, (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, includingincluding the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer and review of relevant documents) and (iii) 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, that may be associated with the Offer in any capacity whatsoever. .
5.2 The Promoter Selling Shareholder Company and the Investor Selling Shareholders shall, severally, extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel to inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter Selling Shareholder Statements and the Investor Selling Shareholder Statements, respectively.
6.2 The Company shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s)Bank, advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and shall make best efforts to include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Shares.
6.3 5.3 The Company and the Selling Shareholders agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, times have access to the Directors, officers and key personnel of the Company EntitiesCompany, the Promoter, the members of the Promoter Group Selling Shareholders and their respective Affiliates and external advisors in connection with matters related to the Offer. The Selling Shareholders, severally and not jointly, agree that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable notice, have access to a representative of such Selling Shareholder in connection with matters relating to such Selling Shareholder and its respective portion of the Offered Shares.
6.4 5.4 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, or the Company’s its Affiliates, the Selling Shareholders or their respective Affiliates’ records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the Company, in consultation with the BRLMs Selling Shareholders, the Corporate Selling Shareholder, and the Other Selling Shareholder shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company EntitiesCompany, the Selling Shareholders and their respective Affiliates and any other relevant entities. The Company and the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be shared among paid directly by the Company and/or the Selling Shareholders; provided that if it is necessary that the BRLMs pay such persons, then the Company and the relevant Selling Shareholders shall reimburse in accordance with Section 15full the BRLMs for payment of any fees and expenses to such persons.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 7.1 The Company shall extend and the Company Selling Shareholders shall cause other Company Entities, their respective directors, the Promoter and members of the Promoter Group to extend all cooperation and assistance to the BRLMs and their representatives and counsel to visit the offices and other facilities of each of Company Entity, the Company Entities Selling Shareholders and their respective Affiliates to (i) inspect and undertake diligence in relation to their records, including accounting records, taxation records or review other information or documents, including in relation to legal proceedings, (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, includingincluding the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer and review of relevant documents) and (iii) 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, that may be associated with the Offer in any capacity whatsoever. .
7.2 The Promoter Selling Shareholder Company and the Investor Selling Shareholders shall, severally, extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel to inspect the records or review other documents or to conduct due diligence, including in relation to the Promoter Selling Shareholder Statements and the Investor Selling Shareholder Statements, respectively.
6.2 The Company shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s)Bank, advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Shares.
6.3 7.3 The Company agrees and the Selling Shareholders agree that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directorsdirectors, officers and key personnel of the Company Entities, the Promoter, the members of the Promoter Group Selling Shareholders and their respective Affiliates and external advisors in connection with matters related to the Offer. The Selling Shareholders, severally and not jointly, agree that the BRLMs shall, at all times, and as they deem appropriate, subject to reasonable notice, have access to a representative of such Selling Shareholder in connection with matters relating to such Selling Shareholder and its respective portion of the Offered Shares.
6.4 7.4 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, or the Company’s Affiliates, the Selling Shareholders ’ or their respective Affiliates’, the Promoter Selling Shareholder’, the Other Selling Shareholders’ or their Affiliates’ records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the Company, in consultation with Company and the BRLMs Selling Shareholders shall promptly hire and provide such persons with consultation with the BRLMs and with access to all relevant records, documents and other information of the Company Entities, the Selling Shareholders and their respective Affiliates Affiliates, the Shareholders and any other relevant entities. The Company and the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be shared among paid directly by the Company and the relevant Selling Shareholders; provided that if it is necessary that the BRLMs pay such persons, then the Company and the Selling Shareholders shall reimburse in accordance with Section 15full the BRLMs for payment of any fees and expenses to such persons immediately upon such payment being made or demand being raised by the BRLMs.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 6.1. The Company shall extend shall, and the Company shall cause other Company Entitiestheir Directors, their respective directorsPromoters, the Promoter and members of the Promoter Group, Subsidiaries, Group Companies, to extend all cooperation and assistance to the BRLMs and their representatives and counsel to visit the offices of each and facilities of the Company Entities to (i) inspect and undertake diligence in relation to their records, including accounting records, taxation records or review other information or documents, including in relation to legal legal, arbitral or administrative proceedings, (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity, includingincluding the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer and review of relevant documents) and (iii) interact on any matter relevant to the Offer with the solicitors, legal advisors, auditorsStatutory Auditor, consultants and advisors to the Offer, financial institutions, banks, agencies or any other organization or intermediary, including the Registrar to the Offer, that may be associated with the Offer in any capacity whatsoever. The Promoter Selling Shareholder and the Investor Selling Shareholders shall, severally, shall extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel to inspect the records or review other documents or to conduct due diligence, including in relation to the themselves, Promoter Group Selling Shareholder Shareholders Statements and the Investor Other Selling Shareholder Shareholders Statements, respectively.
6.2 The Company shall instruct all intermediaries to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Selling Shareholders. The Selling Shareholders, to the extent that they are a party to the agreements or arrangements entered into with any intermediaries in relation to the Offer, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s), bankers, brokers and syndicate members, shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered Shares.
6.3 6.2. The Company agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Promoter, Promoter Group, Directors, officers and key personnel, and senior managerial personnel of the Company EntitiesCompany, the Promoter, the members of the Promoter Group and external advisors in connection with matters related to the Offer. The Each of the Selling Shareholders, severally and not jointly, agree that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to a representative the directors, officers and key personnel of such Selling Shareholder authorized by the Selling Shareholder or Selling Shareholders themselves (as applicable) to deal with their respective Offered Shares in connection with matters relating related to such Selling Shareholder and its respective portion the Offer.
6.3. The Company shall, cause the Company Entities, Directors, Promoters, members of the Offered SharesPromoter Group, and their partners, employees, key managerial personnel, senior management, experts and Statutory Auditor to promptly furnish all such information, documents, 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 SEBI, the Stock Exchange(s), the Registrar of Companies and/or any other regulatory or supervisory authority (inside or outside India) 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) or to enable the BRLMs to review the correctness and/or adequacy of the statements made in the Offer Documents. The Company and the Selling Shareholders agree to provide, immediately upon the request of any 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, statutory, regulatory, judicial, quasi-judicial, administrative or supervisory authority, whether on or prior to or after the date of the issue of the Equity Shares by the Company pursuant to the Offer, and shall extend full cooperation to the BRLMs in connection with the foregoing.
6.4 6.4. If, in the sole opinion of the BRLMs, the diligence of the Company Entities, or the Company’s Affiliates, the Selling Shareholders Shareholders’ or their respective Affiliates’, or any other Company Entities’ records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the Company, Company and / or the Selling Shareholders shall promptly in consultation with the BRLMs shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company Entitiesand the Company Affiliates, and the Selling Shareholders and their respective Affiliates and any other relevant entities. The Company and the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect in the respective agreements with such persons. The expenses of such persons shall be shared among amongst the Company and the relevant Selling Shareholders in accordance with Section 15the terms of this Agreement and Applicable Law.
Appears in 1 contract
Samples: Offer Agreement
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 8.1 The Company shall extend and the Company shall cause other Company Entities, their respective directors, the Promoter and members of the Promoter Group to extend all cooperation and assistance and such facilities to the BRLMs and BRLMs, their representatives and counsel to visit the offices of each of the Company Entities to (i) inspect and undertake diligence in relation to their recordsoffices, including accounting recordsplants or such other places, taxation records or review other information or documents, including in relation to legal proceedings, (ii) conduct due diligence (including to ascertain for themselves the state of affairs of the Company and its Affiliates, its Directors, Promoters and Key Management Personnel to inspect the records, including accounting records, or review other information or documents, including those relating to legal cases, or to conduct a due diligence of the Company and any other relevant entities in relation to the Offer, and other facilities of the Company and its Subsidiaries and such entityother place(s) as may be required by the BRLMs, includingincluding the progress made in respect of the project implementation, status and/or any and other facts relevant to the Offer to conduct due diligence and review of relevant documents) and (iii) 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 OfferOffer and the advertising agency, that may be associated with the Offer in any capacity whatsoever. The Promoter Individual Selling Shareholder Shareholders and the Investor Promoter Group Selling Shareholders shall, severally, shall extend all reasonable cooperation and assistance and such facilities to the BRLMs and their representatives and counsel to inspect the records or review other documents or information, so as to enable them to conduct a due diligence, including diligence in relation to the Promoter Individual Selling Shareholder Shareholders Statements and the Investor Promoter Group Selling Shareholder Statements, respectively.
6.2 . The Company Investor Selling Shareholders shall instruct extend all intermediaries reasonable cooperation and assistance and facilities to the extent permissible under the terms of the respective agreement with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s), advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and include their representatives and counsel to inspect the records or review other documents or information, so as to enable them to conduct a provision due diligence in relation to that effect in the respective agreements with such intermediariesInvestor Selling Shareholders Statements. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the The Company and the Selling Shareholders. The Selling Shareholders, to the extent that they such Selling Shareholders are a party parties to the agreements or arrangements entered into with any intermediaries in relation to the Offerintermediaries, including the Registrar to the Offer, the Escrow Collection Banks, Refund Bank(s), Sponsor Bank(s), Public Offer Account Bank(s)printers, bankers, brokers and syndicate members, members shall instruct such intermediaries to cooperate and comply with the instructions of the BRLMs, as required in connection with the sale and transfer of the Offered SharesOffer.
6.3 8.2 The Company agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, officers Directors and key personnel Key Managerial Personnel of the Company EntitiesCompany, the PromoterPromoters, the members of the Promoter Group Group, and external advisors their respective advisors, agents and representatives in connection with matters related to the Offer. The Selling Shareholders, severally and not jointly, agree that the BRLMs shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to a representative each of such the Individual Selling Shareholder Shareholders, the Promoter Group Selling Shareholders and the Investor Selling Shareholders, and their respective advisors, agents and representatives, in connection with matters relating related to such Selling Shareholder and its respective portion the Offer for Sale of the Individual Offered Shares, the Promoter Group Offered Shares and the Investor Offered Shares, respectively.
6.4 8.3 If, in the sole opinion of the BRLMs, the diligence of the Company Entities, or the Company’s Affiliates, the Selling Shareholders or their respective Affiliates’ records, documents or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the CompanyCompany and, in consultation with to the BRLMs extent relevant or required, the Selling Shareholders, shall promptly hire and provide such persons with access to all relevant records, documents and other information of the Company Entitiesand its Affiliates, the Selling Shareholders and their respective Affiliates and any other relevant entities. In particular, the Company shall procure and provide the BRLMs with legal opinions in form and substance satisfactory to the BRLMs, in respect of Uniparts USA Limited, Uniparts Xxxxx Inc. and Uniparts India GmbH, as of the dates of the DRHP, RHP and Prospectus. The reasonable expenses of such persons shall be paid directly by the Company and the Selling Shareholders, as the said diligence relates to, respectively, provided that if it is necessary that the BRLMs pay such persons, then the Company and/or the Selling Shareholders shall reimburse, in full, the BRLMs for payment of any reasonable fees and expenses to such persons. The Company and, as applicable, the Selling Shareholders, shall instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall include a provision to that effect BRLMs, as required in connection with the respective agreements with such persons. The expenses of such persons shall be shared among the Company and the relevant Selling Shareholders in accordance with Section 15Offer.
Appears in 1 contract
Samples: Offer Agreement