Issue Terms. 6.1 The Issuer, in consultation with the Lead Manager, shall decide the terms of the Issue, being the timing (including the opening and closing dates of the Issue), Record Date, pricing, method, Application money, structure and size of the Issue, including any changes in the terms.
6.2 The Issuer shall prepare the Issue Documents and shall not, without the prior consent of the Lead Manager, which shall be provided as promptly as reasonable, file such Issue Documents with SEBI, the Stock Exchanges or any other authority whatsoever or make any offer relating to the Rights Equity Shares or otherwise issue or distribute any supplemental Issue materials.
6.3 All allocations / Allotments made pursuant to the Issue shall be in accordance with the Applicable Laws and shall be undertaken by the Issuer, in consultation with the Stock Exchange, Lead Manager and the registrar to the Issue.
6.4 The Issuer hereby declares that the Rights Equity Shares will be free and clear from any liens, charges or any other encumbrances, existing or future. The Issuer further declares that the Equity Shares to be issued pursuant to the Issue shall rank pari-passu with the existing Equity Shares of the Issuer. In respect of the Rights Equity Shares, Investors are entitled to dividend in proportion to the amount paid up and their voting rights exercisable on a poll shall also be proportional to their respective share of the paid-up equity capital of the Issuer, in compliance with Applicable Law.
6.5 The Issuer undertakes that it will make applications to the Stock Exchanges for listing of the Rights Equity Shares and has obtained the in-principle approval from the Stock Exchanges. The Issuer undertakes that all the steps will be taken for the completion of the necessary formalities for listing and commencement of trading of the Rights Equity Shares at the Stock Exchanges.
6.6 The Issuer undertakes to appoint a monitoring agency to monitor the utilisation of the proceeds from the Issue, in terms of the SEBI ICDR Regulations.
6.7 The Issuer hereby confirms, represents and declares that as of the date of the Draft Letter of Offer, it has complied with or agrees to comply with all the statutory formalities under the Companies Act, and the rules framed thereunder, the SEBI ICDR Regulations, and applicable instructions, rules, regulations and other relevant statutes to enable the Issuer to undertake the Issue. The Issuer confirms, represents and declares that compliance has been had with all...
Issue Terms. If the Notes are to be listed on a Regulated Market, the Principal Paying Agent shall forward the Issue Terms to the Competent Authority and, where the Notes are listed and admitted to trading on a Regulated Market other than Euronext Paris, to the relevant Competent Authority or, where relevant, to the listing agent.
Issue Terms. Notes issued under the Programme are issued in series (each, a "Series") and each Series may comprise one or more tranches ("Tranches" and each, a "Tranche") of Notes. One or more Tranches of Notes will be the subject of an issue terms (the "Issue Terms") a copy of which may be obtained free of charge from the Specified Office of the relevant Paying Agent. References to the "relevant Issue Terms" or the "applicable Issue Terms" or "the Issue Terms" in relation to any Notes means the particular Issue Terms prepared in respect of such Notes. The Issue Terms shall comprise either (a) where the Notes are a Tranche of Notes that are not Exempt Securities, a final terms document (the ''Final Terms'') or (b) where the Notes are a Tranche of Notes that are Exempt Securities, a pricing supplement document (the "Pricing Supplement").
Issue Terms. 2.1 The Issue will be managed by the Managers in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure B.
2.2 The Company shall not, without the prior written approval of the Managers, file any of the Issue Documents with the SEBI, any Stock Exchange, the Registrar of Companies or any other Governmental Authority, as applicable, or make any offer relating to the Equity Shares or otherwise issue or distribute any Supplemental Issue Materials (as defined herein), or (b) make any changes in the Issue size, or (c) otherwise issue or distribute any Supplemental Issue Materials.
2.3 The terms of the Issue, including the Price Band, the Bid/Issue Opening Date, the Anchor Investor Bid/Issue Period, the Bid/Issue Closing Date, the Anchor Investor Allocation Price (if applicable) and the Issue Price, including any revisions, modifications or amendments thereof shall be decided by the Company in consultation with the Managers. Furthermore, all decisions with respect to the Issue shall be taken by the Company, through its Board of Directors or a duly constituted committee thereof and shall be conveyed in writing to the Managers by the Company.
2.4 The Basis of Allotment (except with respect to Anchor Investors) and all allocations and allotments of Equity Shares made pursuant to the Issue shall be finalized by the Company in consultation with the Managers, Registrar to the Issue, and the Designated Stock Exchange in accordance with Applicable Law. Allocation to Anchor Investors, if any, shall be made on a discretionary basis by the Company in consultation with the Managers, in accordance with Applicable Law.
2.5 The Company undertakes and agrees that it shall not access or have recourse to the money raised in the Issue until receipt of the final listing and trading approvals from the Stock Exchanges, till which time such monies will be kept in a separate account in accordance with Applicable Law. Notwithstanding anything contained in this Agreement, the Company shall refund the money raised in the Issue, together with any interest on such money as required under Applicable Law, to the Bidders, if required to do so for any reason, including due to the delay or failure to obtain listing or trading approvals or under any direction or order of the SEBI or any other Governmental Authority.
2.6 The Company shall take such steps, as expeditiously as possible, as are necessary to ensure the completion of listing and commencement of ...
Issue Terms. 4.1 The Company, in consultation with the Lead Managers, has decided or shall decide, as applicable, the terms of the Issue including: (i) the Issue Price, on the basis of assessment of market demand from investors for the Equity Shares; (ii) the Record Date, the Issue Opening and Issue Closing Dates, including any changes thereto; and (iii) Rights Entitlement.
4.2 The obligations of the Lead Managers, are conditional (inter alia) upon the following:
4.2.1 existence of viable market conditions, in India or internationally, before launch of the Issue which in the sole opinion of the Lead Managers, are satisfactory to launch the Issue;
4.2.2 finalization of the terms and conditions of the Issue, including without limitation, the aggregate number of Rights Equity Shares, the Issue Price and size of the Issue, in consultation with the Company.
4.2.3 the completion of due diligence, including receipt of comfort letters, certificates and undertakings in the form as has been agreed to the satisfaction of the Lead Managers and due diligence documents in order to enable the Lead Managers to file the due diligence certificate with SEBI in accordance with the requirements of the SEBI ICDR Regulations;
4.2.4 completion of all documentation for the Issue, including the Issue Documents, and execution of customary agreements, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Issue, covenants, including relating to force majeure, indemnity and contribution, in form and substance satisfactory to the Parties;
4.2.5 the Company providing true, authentic, correct, valid information, reports, statements, declarations, undertakings, clarifications, documents, certifications for incorporation in the Issue Documents;
4.2.6 confirmation by the Company, prior to the filing of the Letter of Offer with the SEBI, Stock Exchanges or any regulatory authority, as applicable, that the Letter of Offer is complete in all material respects and does not include any untrue statement or omits to state any fact that would mislead any potential investor;
4.2.7 completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrange...
Issue Terms. The Issuer represents and warrants at the date of each Issue Notice that the Issue Terms of each Issue specify that:
(a) Notes may not be withdrawn from the System, in the case of Paper Securities, or transferred on the Register, in the case of Registered Notes, except as permitted by the Services Agreement;
(b) the Issuer may not, and must ensure that any registrar in respect of the Notes does not, register any transfer of those Notes, except as permitted by the Services Agreement; and
(c) if a Note is a Registered Note, Austraclear is entered in the Register in respect of the Note and the Note is lodged in the System, Austraclear may, whenever it considers that it is desirable, instruct ACSL to record a transfer of that Note on the Register to its Recorded Owner without any consent or action of the Recorded Owner and as a consequence remove the Note from the System.
Issue Terms. The Note Subject to the terms and conditions of this letter of intent, the Note would be amended and restated as follows:
Issue Terms. 4.1 The Company, in consultation with the Lead Managers, has decided or shall decide, as applicable, the terms of the Issue including: (i) the Issue Price, on the basis of assessment of market demand from investors for the Equity Shares; (ii) the Record Date, the Issue Opening and Issue Closing Dates, including any changes thereto; and (iii) Rights Entitlement.
4.2 The obligations of the Lead Managers, are conditional (inter alia) upon the following:
4.2.1 existence of viable market conditions, in India or internationally, before launch of the Issue which in the sole opinion of the Lead Managers, are satisfactory to launch the Issue;
4.2.2 finalization of the terms and conditions of the Issue, including without limitation, the aggregate number of Rights Equity Shares, the Issue Price and size of the Issue, in consultation with the Company.
4.2.3 the completion of due diligence, including receipt of comfort letters, certificates and undertakings in the form as has been agreed to the satisfaction of the Lead Managers and due diligence documents in order to enable the Lead Managers to file the due diligence certificate with SEBI in accordance with the requirements of the SEBI ICDR Regulations;
4.2.4 completion of all documentation for the Issue, including the Issue Documents, and execution of customary agreements, and where necessary, such agreements shall include provisions such as representations and warranties, conditions as to closing of the Issue, covenants, including relating to force majeure, indemnity and contribution, in form and substance satisfactory to the Parties;
4.2.5 the Company providing true, authentic, correct, valid information, reports, statements, declarations, undertakings, clarifications, documents, certifications for incorporation in the Issue Documents;
4.2.6 confirmation by the Company, prior to the filing of the Letter of Offer with the SEBI, Stock Exchanges or any regulatory authority, as applicable, that the Letter of Offer is complete in all material respects and does not include any untrue statement or omits to state any fact that would mislead any potential investor;
4.2.7 completion of all applicable requirements (including receipt of all necessary approvals and authorizations and compliance with the conditions, if any, specified therein, in a timely manner) and compliance with all Applicable Law and receipt of and compliance with all consents and waivers under applicable contracts and instruments, including financing arrange...
