OFFER TERMS Sample Clauses

OFFER TERMS. 2.1 The Offer will be managed by the BRLMs through the book building process prescribed under the ICDR Regulations, in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Schedule II. 2.2 The Company and/or the Promoter Selling Shareholders shall not, during the subsistence of this Agreement, without the prior written approval of the BRLMs, file any of the Offer 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 Offer Materials. Provided that nothing in this Clause 2.2 shall apply to any allotment pursuant to ESOP 2022 or any issue of equity shares pursuant to the Pre-IPO Placement, in accordance with the ICDR Regulations. 2.3 The Company and the Promoter Selling Shareholders shall in consultation with the BRLMs decide the terms of the Offer, including the Price Band, the Anchor Investor Allocation Price, the Bid/Offer Opening Date, Bid/Offer Closing Date (including the Bid/Offer Closing Date applicable to the Qualified Institutional Buyers and the Anchor Investor Bidding Date), Anchor Investor Bid/Offer Period and the final Offer Price, including any revisions necessitated thereto by market conditions from time to time. Any such revisions shall be conveyed in writing by the Company and the Promoter Selling Shareholders to the BRLMs. 2.4 The Company undertakes that it will make applications to the Stock Exchanges for listing and trading of the Equity Shares and to obtain in-principle approvals from the Stock Exchanges. The Company shall designate one of the Stock Exchanges as the Designated Stock Exchange for the Offer prior to the filing of the Red Xxxxxxx Prospectus with the Registrar of Companies. 2.5 The Basis of Allotment and all allocations, allotments and transfers of Equity Shares made pursuant to the Offer (except with respect to Anchor Investors) shall be finalized by the Company and Promoter Selling Shareholders, in consultation with the BRLMs 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 and the Promoter Selling Shareholders in consultation with the BRLMs, in accordance with Applicable Law. 2.6 Except for listing fees (which shall be solely borne by the Company) and the fees and expenses of the legal counsel and the chartere...

OFFER TERMS. 2.1 On the basis of the representations and warranties contained in this Agreement and subject to Section 2.2 herein and other terms and conditions of this Agreement, the Underwriters hereby severally (and not jointly) agree to procure subscribers and purchasers for, and failing which, subscribe to and purchase themselves, the Equity Shares offered in the Offer in the manner and to the extent set out in Sections 5 and 6 of this Agreement and the SEBI ICDR Regulations and the Merchant Bankers Regulations (as defined below). 2.2 Nothing in this Agreement will constitute an obligation, directly or indirectly, on the part of any of the Underwriters to procure subscribers and purchasers for or subscribe to or purchase itself any Equity Shares for which (a) any Bids have been submitted directly to an SCSB (which, for purposes of clarity, excludes the Bids submitted with the BRLMs or the Syndicate Members including any sub-syndicate member, as the case may be, at Specified Locations) or (b) any Bids have been submitted by the ASBA Bidders to the Registered Brokers, the RTAs or the CDPs (including Bids collected under the UPI Mechanism pursuant to the UPI Circulars) or (c) any Bids have been submitted by Anchor Investors in the Anchor Investor Portion or (d) any Bids which are received by the Sponsor Bank, where the validation and funds blocking is not done by the Sponsor Bank or the respective SCSBs, as applicable, or (e) any Bids procured by other Underwriters (or any sub-syndicate member of such Underwriter). Notwithstanding anything else contained in this Agreement, the Underwriters shall not have any obligation to procure subscribers or purchasers for or subscribe to or purchase any Equity Shares for Bids submitted with the BRLMs or the Syndicate Members including any sub-syndicate member, as the case may be, if such obligation arises due to the negligence, misconduct or default by the SCSBs or the Sponsor Bank in connection with the Bids submitted by the Bidders (including any Bids which are received by Sponsor Bank, where the validation and funds blocking is not done by the Sponsor Bank or respective SCSBs). 2.3 The indicative amounts for which each of the Underwriters has to procure subscribers or purchasers for or subscribe to or purchase itself, shall be as set forth in Schedule II to this Agreement and in the Prospectus. Notwithstanding the above, the actual underwriting obligation of the Underwriters could be different from such indicative amounts.

OFFER TERMS. 2.1 The Offer will be managed by the Managers in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Schedule II. 2.2 The Company shall not, without the prior approval of the Managers, file the Draft Red Xxxxxxx Prospectus, the Red Xxxxxxx Prospectus or the Prospectus, the Preliminary Offering Memorandum or the Offering Memorandum including any amendments, supplements, notices and corrigenda in connection therewith with the SEBI, any Stock Exchange, the Registrar of Companies or any Governmental Authority whatsoever, or make any offer relating to the Equity Shares (other than the proposed Pre-IPO Placement), or otherwise issue or distribute any Supplemental Offer Materials. 2.3 The Company and the Promoter Selling Shareholder, in consultation with the Managers, shall decide the terms of the Offer, Price Band, minimum Bid Lot, Anchor Investor Bid/ Offer Period, Bid/Offer Opening Date and Bid/Offer Closing Date, including any revisions thereof, the discount (if any), reservations, Anchor Investor Allocation Price and the final Offer Price (which final Offer Price shall, for the avoidance of doubt, be binding on the Promoter Selling Shareholder). Any revisions shall be promptly conveyed in writing by the Company and the Promoter Selling Shareholder to the Managers. 2.4 The Basis of Allotment (except with respect to Anchor Investors) and all allocations, allotments and transfers made pursuant to the Offer shall be in accordance with Applicable Law and shall be undertaken by the Company in consultation with the Managers and the Designated Stock Exchange. 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 and the Promoter Selling Shareholder shall severally, and to the extent each of them is liable to pay, ensure that all fees and expenses relating to the Offer, including selling commission and brokerage, fees payable to the Managers, legal counsels, Registrar to the Offer, including processing fees to the SCSBs for processing ASBA Forms submitted by ASBA Bidders procured by the Syndicate and submitted to the SCSBs, brokerage and selling commission payable to Registered Brokers, RTAs and CDPs, printing and stationery expenses, advertising and marketing expenses and all other incidental expenses for listing the Equity Shares on the Stock Exchanges shall be paid within the time prescribed under the ag...

OFFER TERMS. 2.1 The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 2.2 The Company and the Promoter Selling Shareholder shall not, without the prior written approval of the BRLMs (other than a BRLM with respect to whom this Agreement has been terminated in accordance with Clause 17 of this Agreement), file any of the Offer 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 take any action that would result in the Company or the Promoter Selling Shareholder issuing or distributing any Supplemental Offer Materials. 2.3 The terms of the Offer, including the Price Band including any revisions thereof, employee discount or reservations, the Bid/Offer Opening Date, the Anchor Investor Bidding Date, the Bid/Offer Closing Date, the Anchor Investor Allocation Price (if applicable) and the Offer Price, including any revisions, modifications or amendments thereof, shall be decided by the Company, in consultation with the BRLMs and in accordance with the SEBI ICDR Regulations and directions received from SEBI from time to time. 2.4 The Company undertakes that it will make applications to the Stock Exchanges for listing of the Equity Shares and shall obtain in-principle approvals from the Stock Exchanges before filing of the Red Xxxxxxx Prospectus with RoC. The Company shall, in consultation with the BRLMs, designate one of the Stock Exchanges as the Designated Stock Exchange for the Offer prior to the filing of the Red Xxxxxxx Prospectus. The Company shall apply for final listing and trading approvals within the period required under Applicable Law in consultation with the Book Running Lead Managers. 2.5 All allocations and the Basis of Allotment (except with respect to Anchor Investors) and Allotments of the Equity Shares shall be finalized by the Company in consultation with the BRLMs, the Registrar 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 BRLMs, in accordance with Applicable Law. The Parties agree that under-subscription, if any, in any category would be allowed to be met with spill-over from any other category or combination of categories, in consultation with the Designated Stock Exchange, in accordance wit...

OFFER TERMS. By submitting this offer, I have read, understand and agree to the following terms and conditions: Terms, Conditions, and Legal Agreement IRS will keep my payments, fees, and some refunds. Pending status of an offer and right to appeal I must comply with my future tax obligations and understand I remain liable for the full amount of my tax debt until all terms and conditions of this offer have been met. a) I request that the IRS accept the offer amount listed in this offer application as payment of my outstanding tax debt (including interest, penalties, and any additional amounts required by law) as of the date listed on this form. I authorize the IRS to amend Section 1 and/or Section 2 if I failed to list any of my assessed tax debt or tax debt assessed before acceptance of my offer. By submitting a joint offer, both signers grant approval to the Internal Revenue Service to disclose the existence of any separate liabilities owed. b) I also authorize the IRS to amend Section 1 and/or Section 2 by removing any tax years on which there is currently no outstanding liability. I understand that my offer will be accepted, by law, unless IRS notifies me otherwise, in writing, within 24 months of the date my offer was received by IRS. I also understand that if any tax debt that is included in the offer is in dispute in any judicial proceeding it/they will not be included in determining the expiration of the 24-month period. c) I voluntarily submit the payments made on this offer and understand that they will not be returned even if I withdraw the offer or the IRS rejects or returns the offer. Unless I designate how to apply each required payment in Section 5, the IRS will apply my payment in the best interest of the government, choosing which tax years and tax debts to pay off. The IRS will also keep my application fee unless the offer is not accepted for processing. d) I understand that if I checked the Low-Income Certification in Section 1, then no payments are required. If I qualify for the Low-Income Certification and voluntarily submit payments, all money will be applied to my tax debt and will not be returned to me unless l designate it as a deposit. In making my deposit I do not have to designate any amounts to the application fee and my first month’s payment. e) The IRS will keep any refund, including interest, that I might be due for tax periods extending through the calendar year in which the IRS accepts my offer. I cannot designate that the refund be ap...

OFFER TERMS. 22.10.1 Subject to Clause 22.10.2, the Offer Terms may be amended, varied and/or supplemented as agreed in writing between VCFSUK and Polestar from time to time. 22.10.2 The facility limits set out in the Offer Terms may be amended, increased, decreased or suspended by VCFSUK at any time by giving written notice to Polestar of the same.

OFFER TERMS. (i) not increase the amount payable by it in respect of the Target Shares pursuant to the Offer or otherwise vary the consideration payable pursuant to the Offer without the prior written consent of the Mezzanine Lenders; (ii) not extend the Offer beyond 60 days from the date on which the Offer Document is posted; (iii) not take any action (and procure to the extent it is able that no person acting in concert with it takes any action) which will result in it becoming obliged to make an offer to shareholders in the Target under Rule 9 of the Code; (iv) not waive or amend any condition of the Offer (or exercise any discretion or give any consent under any Offer Document) except: (A) if required by the Panel, the Code, the Listing Rules of the Irish Stock Exchange Limited or any other applicable law or regulation with binding effect; (B) where the Panel will not allow the relevant condition to be invoked; or (C) with the prior written consent of the Mezzanine Facility Agent; (v) notwithstanding (iv) above, unless the Mezzanine Lenders otherwise agree, not declare the Offer unconditional as to acceptances until valid acceptances by shareholders of the Target have been received (and not, where permitted, withdrawn) in respect of an aggregate amount of not less than 80% of the shares to which the Offer relates; (vi) notwithstanding (iv) above, unless the Mezzanine Lenders otherwise agree, not declare the Offer unconditional in all respects until valid acceptances have been received (and not, where permitted, withdrawn) from not less than 75 per cent. of the holders of the shares to which the Offer relates calculated by reference to each of the following dates: (A) the date of despatch of the Offer Document to holders of the Shares in the Target to which the Offer relates; and (B) the date on which the condition requiring valid acceptances by shareholders of Target in respect of an aggregate amount of not less than 80 per cent. of the Shares to which the Offer relates is satisfied; and (C) the date on which the Offer ceases to be open for acceptance.

OFFER TERMS. (a) The Offeror agrees that the Offer will be made at a price of $0.375 per Share and on the Offer Terms, except as otherwise agreed in writing by the Offeror and the Shareholder (each acting reasonably) before the date on which the Offer is made (and each reference to Offer Terms in this Agreement shall be a reference to such terms as amended). (b) The Offeror is entitled to complete the other sections of the offer document for the Offer including all necessary dates, and the information required by Schedule 1 to the Takeovers Code, as it reasonably requires, provided that such other sections shall comply with the Takeovers Code and shall not be inconsistent with the Offer Terms or include additional terms and conditions. The Offeror is also entitled to make any changes required by the Takeovers Panel to the Offer Terms, provided that such changes do not add any new material conditions to the Offer Terms. (c) Nothing in this Agreement limits the Offeror's ability to extend the Offer or waive or invoke any condition or other right included in the Offer Terms in accordance with the Takeovers Code. (d) If after making the Offer the Offeror subsequently increases the price per share under the Offer, then in accordance with the Takeovers Code, the Shareholder will be entitled to receive that higher price per share for all of the shares which the Shareholder submits a valid acceptance under the Offer.

OFFER TERMS. (a) The Offeror agrees that the Offer will be made, and the Parent agrees to procure that the Offer will be made, at a price of not less than $1.23 per Share (as may be adjusted in accordance with the Offer Terms) and on the Offer Terms, except as otherwise agreed in writing by the Offeror and the Shareholder (each acting reasonably) before the date on which the Offer is made (and each reference to Offer Terms in this agreement shall be a reference to such terms as amended). (b) The Offeror is entitled to: (i) complete any missing information in the Offer Terms (including inserting all necessary dates consistent with the description of those dates in the Offer Terms); (ii) include all information required by Schedule 1 to the Takeovers Code; (iii) make such changes to the Offer Terms as are required by the Takeovers Panel or permitted by rule 44 of the Takeovers Code or any exemption; and (iv) otherwise vary the Offer in accordance with the Takeovers Code, provided that, in respect of sub-clauses (iii) and (iv), such variation is not materially prejudicial to the Shareholder and in the case of any variation under rule 44(1)(b)(ii) of the Takeovers Code, such variation is approved in writing by the Shareholder (acting reasonably). (c) Nothing in this agreement affects the rights of the Offeror to waive or invoke any condition or other right included in the Offer Terms in accordance with the Takeovers Code.

OFFER TERMS. 2.1 The Offer will be managed by the Managers in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Schedule II. 2.2 The Company and/or each of the Selling Shareholders shall not, without the prior approval of the Managers, file any of the Offer Documents with SEBI, any Stock Exchange, the RoC or any Governmental Authority whatsoever or make any offer relating to the Equity Shares. 2.3 The Company and each of the Selling Shareholders, as applicable, shall in consultation with the Managers decide the terms of the Offer, including, the Price Band, the Bid/Offer Opening Date, Bid/Offer Closing Date, the Anchor Investor Bid/ Offer Period, the Anchor Investor Allocation Price and the Offer Price and any discount thereof, including any revisions, modifications and amendments thereof. Each of the Selling Shareholder, as applicable, shall communicate their respective consent to such terms of the Offer to the Company, and such terms of the Offer, including any revisions thereof, shall be conveyed in writing by the Company (on behalf of itself and the Selling Shareholders) to the Managers, immediately upon receipt of applicable consent, as applicable, of the Selling Shareholders to such terms of the Offer. Notwithstanding, anything mentioned in this clause 2.3, WWDRL shall participate with the Company and in consultation with the Managers in deciding only the pricing related terms of the Offer, including (i) the Price Band,