Public Offer. (a) In relation to Tranche A and Tranche C, BNP Paribas undertakes, represents and warrants to TFA as follows:
(i) on behalf of TFA it has made, or it will make before the 30th day after the date of this Agreement, invitations to become a Tranche A Lender and invitations to become a Tranche C Lender under this Agreement, either:
(A) in the form agreed with TFA to at least ten parties, each of whom, as at the date the relevant invitation is made, BNP Paribas’s relevant officers involved in the transaction on a day to day basis believe carries on the business of providing finance or investing or dealing in securities in the course of operating in financial markets, for the purposes of Section 128F(3A)(a)(i) of the Australian Tax Act, and each of whom has been disclosed to TFA; or
(B) in an electronic form that is used by financial markets for dealing in debentures (as defined in Section 128F(9) of the Australian Tax Act) or debt interests (as defined in Sections 974-15 and 974-20 of the Income Tax Assessment Act 1997) such as Reuters or Bloomberg;
(ii) at least ten of the parties to whom BNP Paribas has made or will make invitations referred to in paragraph (i)(A) are not, as at the date the invitations are made, to the knowledge of the relevant officers of BNP Paribas involved in the transaction, associates (as defined in section 128F(9) of the Australian Tax Act) of any of the others of those ten offerees; and
(iii) it has not made and will not make offers or invitations referred to in paragraph (i)(A) to parties whom its relevant officers involved in the transaction on a day to day basis are aware are Offshore Associates of TFA.
(b) TFA confirms that none of the potential offerees whose names were disclosed to it by BNP Paribas before the date of this Agreement were known or suspected by it to be an Offshore Associate of TFA.
(c) Each Tranche A Lender and each Tranche C Lender represents and warrants to TFA that at the time it received the invitation it was carrying on a business of providing finance, or investing or dealing in securities, in the course of operating in financial markets.
(d) BNP Paribas and each Lender will provide to TFA when reasonably requested by TFA any factual information in its possession or which it is reasonably able to provide to assist TFA to demonstrate that section 128F of the Australian Tax Act has been satisfied where to do so will not in BNP Paribas’s or such Lender’s reasonable opinion breach any law or regulation or any ...
Public Offer. The Company and the Guarantors are advised by the Underwriters that the Underwriters propose to make a public offering of the Securities, as described in the General Disclosure Package and the Prospectus, as soon after the Execution Time as in the Underwriters’ judgment is advisable.
Public Offer. (i) Each Arranger represents and warrants to the Borrowers as follows:
(A) On behalf of the Borrowers, it made on or before the 30th day after the date of the commitment letter for the Commitment under this Agreement invitations to become a Lender under this Agreement:
(1) to at least ten parties, each of whom, as at the date the relevant invitation is made, the Arranger’s relevant officers involved in the transaction on a day to day basis believe carries on the business of providing finance or investing or dealing in securities in the course of operating in financial markets, for the purposes of section 128F(3A)(a)(i) of the Australian Tax Act, and each of whom has been disclosed to the Borrowers; or
(2) in an electronic form that is used by financial markets for dealing in debentures (as defined in section 128F(9) of the Australian Tax Act) or debt interests (as defined in sections 974-15 and 974-20 of the Australian Tax Act).
(B) At least ten of the parties to whom the Arrangers have made or will make invitations referred to in clause (h)(i)(A) above are not, as at the date the invitations are made, to the knowledge of the relevant officers of the Arrangers involved in this Transaction, Associates of any of the others of those ten offerees or the Arrangers.
(C) It has not made and will not make offers or invitations referred to in clause (h)(i)(A) above to parties whom its relevant officers involved in the transaction on a day to day basis are aware are Offshore Associates of the relevant Borrowers.
(ii) Each Borrower confirms that none of the potential offerees whose names were disclosed to it by the Arrangers the date of this Agreement were known or suspected by it to be an Offshore Associate of that Borrower or an Associate of any such offeree.
(iii) Each Lender represents and warrants to each Borrower that, if it received an invitation under clause (i)(A)(1) above, at the time it received the invitation it was carrying on the business of providing finance, or investing or dealing in securities, in the course of operating in financial markets.
(iv) Each Arranger and each Lender will provide to the Borrowers when reasonably requested by the Borrowers any factual information in its possession or which it is reasonably able to provide to assist the Borrowers to demonstrate (based upon tax advice received by the Borrowers) that section 128F of the Australian Tax Act has been satisfied where to do so will not in the Arranger’s or Lender’s reasonable opini...
Public Offer. (a) Each Lead Arranger represents and warrants that: (i) it will, jointly with each other Joint Lead Arranger, on behalf of the Australian Borrower make invitations to become a “Lender” under this agreement publically in an electronic form on either
(a) (i).
(b) Each Australian Borrower represents and warrants that it does not know, or have reasonable grounds to suspect, that an Offshore Associate of any Australian Borrower will become a “Lender” under this agreement and agrees to notify the Joint Lead Arranger immediately if any proposed substitute Lender disclosed to it is known or suspected by it to be an Offshore Associate of the Australian Borrower.
(c) Each Lender that became a Lender as a result of an invitation under Clause 5.05(a) represents and warrants that (i) an invitation to become “Lender” was made to it by the Joint Lead Arrangers under clause 5.05(a); and (ii) except as disclosed to the Australian Borrower and the Joint Lead Arrangers, it is not, so far as its relevant officers involved in the transaction on a day to day basis are actually aware, an Offshore Associate of the Australian Borrower.
(d) Notwithstanding Section 5.04 (other than with respect to Section 5.04.3(b)) and any other Section in this Agreement, all payments made by an Australian Borrower under any Credit Document will be made free and clear of, and without any Tax Deduction; provided that if the Australian Borrower is required to make a Tax Deduction from such payments, then (i) the amount of the payment due from that Australian Borrower (or its applicable Obligor, as the case may be) shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no such Tax Deduction had been required, (ii) the Australian Borrower shall make such Tax Deduction and (iii) the Australian Borrower shall pay the full amount of such Tax Deduction to the relevant Governmental Authority in accordance with applicable law. The Australian Borrower (or its applicable Obligor) shall (within five Business Days of demand by the Administrative Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of any payment made or required to be made by an Australian Borrower under any Credit Document.
Public Offer. (a) If in the event of an Indian IPO the Shares of a SAIF Shareholder may be subject to any "close periods", "lock-ups" or other restrictions on transfer under the rules of the relevant stock exchange on which the Equity Shares are to be listed or any other Requirement of Law ("LOCK UP") then if VentureTech or SCS or the Company may, in accordance with all Requirements of Law, take any actions that would result in the SAIF Shareholders no longer being subject to such a Lock-Up or which would allow the SAIF Shareholders to obtain the economic benefit of being able to sell their Equity Shares in the absence of such a Lock-Up then VentureTech and SCS and the Company, as the case may be, shall take such actions or cause such actions to be taken.
(b) VentureTech shall undertake to be named as the promoter for the purposes of the Indian IPO and offer its shares for restriction on transfer, as applicable to promoters under the SEBI Guidelines and, if additional Equity Shares are required to satisfy any other Lock-Up requirements all Shareholders holding Restricted Shares shall offer their shares pro rata for such Lock-Up requirements. The Company and the other Shareholders shall use all reasonable efforts, at or prior to the time of an Indian IPO and pass all necessary and reasonable resolutions and do all acts or things that are reasonably necessary to ensure that the promoters shall avail of any benefits conferred on them by law by reason of being named as a promoter in the Indian IPO.
(c) Subject to applicable Requirements of Law, the Company shall use its reasonable best efforts to ensure that the SAIF Shareholders are not classified as a promoter of the Company for any purpose whatsoever PROVIDED THAT it is a acknowledged that the Company may not be able to prevent the SAIF Shareholders becoming promoters pursuant to the operation of law. Nothing in this Agreement shall require a SAIF Shareholder to do or omit to do anything that may result in them becoming a promoter of the Company under the SEBI Guidelines. The Company undertakes that it shall not name any SAIF Shareholder as a promoter in any prospectus or other document relating to the issuance of Equity Shares.
(d) The Company and the other Shareholders agree that the SAIF Shareholders, shall not, upon Listing or sale of the Equity Shares held by it, be required to give any warranties or indemnities to any underwriter, broker, Indian Stock Exchange, any Governmental Authority or any other person except ...
Public Offer. The Holding Company assumes the obligations set forth in Section 2.3 above with respect to the assistance to Nafin in the achievement of the Public Offer in accordance with the terms, conditions and time schedule that to such effect is established by Nafin or by its underwriters.
Public Offer. The Company and the Selling Stockholder are advised by the Underwriters that the Underwriters propose to make a public offering of the Securities as soon after this Agreement has been executed and delivered as in the Underwriters’ judgment is advisable. The Company and the Selling Stockholder are further advised by the Underwriters that the Securities are to be offered to the public, in one or more transactions, (i) at a fixed price or prices, which may be changed; (ii) at market prices prevailing at the Applicable Time; (iii) at prices related to prevailing market prices; or (iv) at negotiated prices, as the case may be (the “Public Offering Price”).
Public Offer. Each Arranger represents and warrants to the Borrowers as follows:
Public Offer. The Holding Company assumes the obligations set forth in Section 2.3 above with respect to assisting to the Federal Government in carrying out the Public Offer.
Public Offer. (a) The Left Lead Arranger represents and warrants to the Borrowers as follows:
(i) On behalf of the Borrower, it made on or before the 30th day after the Fifth Amendment Closing Date invitations to become a Lender under this Agreement:
(A) to at least ten parties, each of whom, as at the date the relevant invitation is made, the Left Lead Arranger’s relevant officers involved in the transaction on a day to day basis believe carries on the business of providing finance or investing or dealing in securities in the course of operating in financial markets, for the purposes of section 128F(3A)(a)(i) of the Australian Tax Act, and each of whom has been disclosed to the Borrowers; or
(B) in an electronic form that is used by financial markets for dealing in debentures (as defined in section 128F(9) of the Australian Tax Act) or debt interests (as defined in sections 974-15 and 974-20 of the Australian Tax Act).
(ii) At least ten of the parties to whom the Left Lead Arranger has made or will make invitations referred to in clause (a)(i) above are not, as at the date the invitations are made, to the knowledge of the relevant officers of the Left Lead Arranger involved in this Transaction, Associates of any of the others of those ten offerees or the Left Lead Arranger.
(iii) It has not made and will not make offers or invitations referred to in clause (a)(i) above to parties whom its relevant officers involved in the transaction on a day to day basis are aware are Offshore Associates of the Borrower.
