Failure of the Offer. The Offer shall be deemed to have failed in the event of occurrence of any one of the following events:
a) The Bid / Offer Opening Date not taking place for any reason within 12 months from the date of the receipt of the final observations from SEBI on the Draft Red Xxxxxxx Prospectus, for any reason, whatsoever;
b) Any event due to which the process of bidding or the acceptance of Bids cannot start for any reason, including on or before the Bid/Offer Opening Date or any other revised date agreed between the Parties;
c) The RoC Filing not having been completed prior to the Drop Dead Date for any reason;
d) The Offer shall have become illegal, non-compliant with Applicable Law or, shall have been injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including by any order or directions passed by SEBI, any court or other tribunal, judicial, statutory, regulatory or Governmental Authority or body having requisite authority and jurisdiction over the Offer, including, without limitation, refusal by a Stock Exchange to grant the listing and trading approval or non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Law;
e) The declaration of the intention of the Company, in consultation with the Lead Managers to withdraw and/ or cancel the Offer at any time after the Bid/ Offer Opening Date until the date of Allotment;
f) Failure to enter into the Underwriting Agreement on or prior to the RoC Filing;
g) The number of Allottees being less than 1,000;
h) At least 90% subscription is not received in the Fresh Issue as of the Bid / Offer Closing Date;
i) The Company, in consultation with the Lead Managers, withdraws the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red Xxxxxxx Prospectus;
j) any of the Engagement Letter, the Offer Agreement or the Underwriting Agreement (after its execution) is terminated against all the Lead Managers/Underwriters (as the case may be) in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any Governmental Authority having requisite authority and jurisdiction in this behalf;
k) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer;
l) such other event as may be mutually agree...
Failure of the Offer. 3.2.1.1. The Offer shall be deemed to have failed in the event of the occurrence of any of the following events:
(i) any event due to which the process of Bidding or the acceptance of Bids cannot start, including the Bid/Offer Opening Date not taking place for any reason;
(ii) the RoC Filing not having occurred on or prior to the Drop Dead Date for any reason;
(iii) the Offer becomes illegal or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable, including pursuant to any order or direction passed by any judicial, statutory or regulatory authority having requisite authority and jurisdiction over the Offer, including refusal by a Stock Exchange to grant the listing and trading approval or non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Law;
(iv) in accordance with Regulation 49(1) of the ICDR Regulations, the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Offer is less than 1,000;
(v) the declaration of the intention of the Company, in consultation with the BRLMs, to withdraw and/or cancel and/or abandon the Offer at any time after the Bid/Offer Opening Date until the Designated Date;
(vi) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 have not been Allotted in the Offer;
(vii) in case of a failure to receive minimum subscription of 90% of the Offer, as of the Bid/Offer Closing Date;
(viii) the Underwriting Agreement is not executed on or prior to the Drop Dead Date, unless the date is mutually extended by the BRLMs and the Company;
(ix) any of the Engagement Letter, the Offer Agreement, the Underwriting Agreement (if and when executed, and after such execution), is terminated in accordance with their respective terms or becomes illegal or unenforceable for any reason or in the event that its performance has been prevented by any judicial, statutory or regulatory, quasi-judicial, governmental, administrative authority having requisite authority and jurisdiction in this behalf; or
(x) such other event whatsoever, as may be mutually agreed upon among the Company and the BRLMs in writing.
3.2.1.2. The BRLMs shall, on the receipt of the relevant information from the Company, regarding such an event, intimate in writing to the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank, the Sponsor Banks and the Reg...
