Common use of Standstill Obligations Clause in Contracts

Standstill Obligations. 3.3.1. To the extent permissible by the SEBI ICDR Regulations (defined below) and the SEBI Xxxxxxx Xxxxxxx Regulations (defined below), the Company shall during the period between the Agreement Date and the Closing Date (“Standstill Period”): (a) provide the Purchaser with such information of the Company as reasonably requested and give reasonable access to the Purchaser and its authorised employees, representatives and agents to the assets, books, accounts, and records, of the Company, during reasonable business hours; (b) preserve the books and records of the Company; (c) keep the Purchaser involved and promptly deliver to the Purchaser, all explanations, information and copies of any notices or written threats of Litigation, condemnation actions, and other material matters involving the Company; (d) take all actions necessary to give effect to the transactions contemplated by this Agreement; and (e) carry on the Business of the Company in the ordinary course of business and in accordance with applicable Law and governmental approvals. 3.3.2. During the Standstill Period, the Company and the Seller shall not (and shall ensure that their respective Affiliates do not) directly or indirectly discuss, enter into any agreement or understanding with (whether or not such agreement or understanding is absolute, revocable, contingent, conditional, oral, written, binding or otherwise) or solicit any Person: (a) for a potential acquisition or transfer of any or all the Securities of the Company; (b) in connection with the ownership or Control of the Company; or (c) granting any management rights in the Company. 3.3.3. During the Standstill Period, the Seller shall not (and shall ensure that its Affiliates do not) directly or indirectly discuss, enter into agreement or understanding with (whether or not such agreement or understanding is absolute, revocable, contingent, conditional, oral, written, binding or otherwise) or solicit any Person for a potential acquisition or transfer of any or all the Securities of the Company including in relation to Purchase Shares. Further, the Seller shall not and shall ensure that the Depository Participant shall not transfer / credit, or act on any instruction to transfer / credit the Purchase Shares to any Person. 3.3.4. The Company and the Seller confirm that as on the Agreement Date, other than the Facility Agreement, they (including their respective Affiliates) have discontinued all discussions or terminated all agreements with any other Person (other than the Purchaser and/or its Affiliates) in relation to any proposed sale of Purchase Shares, and that no Person (other than the Purchaser and/or its Affiliates under this Agreement) has any right or entitlement granted either by the Company and the Seller (including their Affiliates) to acquire the Securities of the Company. 3.3.5. Without limiting the generality of the foregoing, except as expressly contemplated or permitted by this Agreement, during the Standstill Period, the Company shall not, without the prior written consent of the Purchaser: (a) amend or modify the charter documents of the Company; (b) change the Company’s corporate name or corporate form; (c) change the scope or nature, discontinue or cease to conduct the Business or part thereof or commence any new line of business; (d) enter into, amend or vary the terms of, or waive or assign any rights under any related party transaction other than in the ordinary course of business and/or incur any extraordinary expenses other than in relation to the Company’s initial public offer (“IPO”), or make any payouts to related parties other than in the ordinary course of business; (e) enter into or give effect to any scheme of arrangement or amalgamation, demerger, restructuring, consolidation, voluntary liquidation, voluntarily winding up, voluntary insolvency or dissolution of the Company or commence any proceedings in relation to any of the foregoing; (f) declare, authorise, set aside, or pay any dividends or make any other distributions or redeem, purchase or otherwise acquire any of the Securities of the Company; (g) make any changes to the capital structure of the Company, including by way of issue, redemption, buyback, capital reduction, share splits, consolidation, reclassification, creation of new class or series, change in the rights / preferences / privileges / restrictions of securities, bonus issuance and/or grant of any options except where the grant of options under the employee stock options scheme of the Company does not exceed 0.40% (zero point four zero percent) of the paid-up share capital of the Company (on a Fully Diluted Basis) or cancellation of any Securities or grant any right or option to subscribe to or purchase any Securities; (h) acquire or transfer in any manner whatsoever, or create an Encumbrance, on any of the assets or Securities of the Company; (i) establish a subsidiary or make an investment in any other Person or enter into any joint venture, profit sharing arrangement or partnership; (j) acquire any business or undertaking; (k) change the statutory auditors of the Company; (l) make or change any Tax election, settle or compromise any proceeding with respect to any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, file any amended Tax return, or submit any Tax return which is inconsistent with past practice or incur any Tax liability other than in the ordinary course of business; (m) enter into, terminate, waive any rights in respect of, or vary the terms of any material contract (including any contract which directly or indirectly impacts the business of the Company); (n) acquire or incur any financial indebtedness; (o) forgive or waive any financial indebtedness owed to the Company; (p) alter the terms on which the Company is insured as disclosed in writing to the Purchaser prior to the Agreement Date, or do or allow any act or omission that might render such insurance void or voidable or otherwise terminate such insurance; (q) make any change to the accounting reference date, accounting procedures, policies or treatment by reference to which its accounts or other financial statements are prepared unless required under applicable Law; (r) initiation and/or settlement of any Litigation, by or against the Company (including applicable criminal Law, anti-corruption Law and/or anti-money laundering Law and involving any non-monetary relief relating to the Purchaser, the Seller and/or their directors); and (s) enter into any agreement, commitment or arrangement in relation to any of the foregoing. Provided that none of the provisions of this Clause 3.3 shall be applicable to any acts, deeds or activities undertaken or any agreements, documents forms and instruments executed by the Company and / or the Promoters in connection with the IPO of the Company. 3.3.6. The Company and the Seller shall promptly notify the Purchaser of any event that would constitute a violation or breach of any of the Seller Warranties, Company Warranties and/or of any other material terms and conditions contained in this Agreement. It is however clarified that nothing in this Clause 3.3 (Standstill Obligations) (including any notification to the Purchaser) shall prejudice the rights or remedies of the Purchaser under this Agreement arising out of, or in connection with, a breach or violation of the Seller Warranties, Company Warranties and/or any of the other terms and conditions of this Agreement.

Standstill Obligations. 3.3.1. To the extent permissible by the SEBI ICDR Regulations (defined below) and the SEBI Xxxxxxx Xxxxxxx Regulations (defined below), the Company shall during the period between the Agreement Date and the Closing Date (“Standstill Period”): (a) provide the Purchaser with such information of the Company as reasonably requested and give reasonable access to the Purchaser and its authorised employees, representatives and agents to the assets, books, accounts, and records, of the Company, during reasonable business hours; (b) preserve the books and records of the Company; (c) keep the Purchaser involved and promptly deliver to the Purchaser, all explanations, information and copies of any notices or written threats of Litigation, condemnation actions, and other material matters involving the Company; (d) take all actions necessary to give effect to the transactions contemplated by this Agreement; and (e) carry on the Business of the Company in the ordinary course of business and in accordance with applicable Law and governmental approvals. 3.3.2. During the Standstill Period, the Company and the Seller shall not (and shall ensure that their respective Affiliates do not) directly or indirectly discuss, enter into any agreement or understanding with (whether or not such agreement or understanding is absolute, revocable, contingent, conditional, oral, written, binding or otherwise) or solicit any Person: (a) for a potential acquisition or transfer of any or all the Securities of the Company; (b) in connection with the ownership or Control of the Company; or (c) granting any management rights in the Company. 3.3.3. During the Standstill Period, the Seller shall not (and shall ensure that its his Affiliates do not) directly or indirectly discuss, enter into agreement or understanding with (whether or not such agreement or understanding is absolute, revocable, contingent, conditional, oral, written, binding or otherwise) or solicit any Person for a potential acquisition or transfer of any or all the Securities of the Company including in relation to Purchase Shares. Further, the Seller shall not and shall ensure that the Depository Participant shall not transfer / credit, or act on any instruction to transfer / credit the Purchase Shares to any Person. 3.3.4. The Company and the Seller confirm that as on the Agreement Date, other than the Facility Agreement, they (including their respective Affiliates) have discontinued all discussions or terminated all agreements with any other Person (other than the Purchaser and/or its Affiliates) in relation to any proposed sale of Purchase Shares, and that no Person (other than the Purchaser and/or its Affiliates under this Agreement) has any right or entitlement granted either by the Company and the Seller (including their Affiliates) to acquire the Securities of the Company. 3.3.5. Without limiting the generality of the foregoing, except as expressly contemplated or permitted by this Agreement, during the Standstill Period, the Company shall not, without the prior written consent of the Purchaser: (a) amend or modify the charter documents of the Company; (b) change the Company’s corporate name or corporate form; (c) change the scope or nature, discontinue or cease to conduct the Business or part thereof or commence any new line of business; (d) enter into, amend or vary the terms of, or waive or assign any rights under any related party transaction other than in the ordinary course of business and/or incur any extraordinary expenses other than in relation to the Company’s initial public offer (“IPO”), or make any payouts to related parties other than in the ordinary course of business; (e) enter into or give effect to any scheme of arrangement or amalgamation, demerger, restructuring, consolidation, voluntary liquidation, voluntarily winding up, voluntary insolvency or dissolution of the Company or commence any proceedings in relation to any of the foregoing; (f) declare, authorise, set aside, or pay any dividends or make any other distributions or redeem, purchase or otherwise acquire any of the Securities of the Company; (g) make any changes to the capital structure of the Company, including by way of issue, redemption, buyback, capital reduction, share splits, consolidation, reclassification, creation of new class or series, change in the rights / preferences / privileges / restrictions of securities, bonus issuance and/or grant of any options except where the grant of options under the employee stock options scheme of the Company does not exceed 0.40% (zero point four zero percent) of the paid-up share capital of the Company (on a Fully Diluted Basis) or cancellation of any Securities or grant any right or option to subscribe to or purchase any Securities; (h) acquire or transfer in any manner whatsoever, or create an Encumbrance, on any of the assets or Securities of the Company; (i) establish a subsidiary or make an investment in any other Person or enter into any joint venture, profit sharing arrangement or partnership; (j) acquire any business or undertaking; (k) change the statutory auditors of the Company; (l) make or change any Tax election, settle or compromise any proceeding with respect to any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, file any amended Tax return, or submit any Tax return which is inconsistent with past practice or incur any Tax liability other than in the ordinary course of business; (m) enter into, terminate, waive any rights in respect of, or vary the terms of any material contract (including any contract which directly or indirectly impacts the business of the Company); (n) acquire or incur any financial indebtedness; (o) forgive or waive any financial indebtedness owed to the Company; (p) alter the terms on which the Company is insured as disclosed in writing to the Purchaser prior to the Agreement Date, or do or allow any act or omission that might render such insurance void or voidable or otherwise terminate such insurance; (q) make any change to the accounting reference date, accounting procedures, policies or treatment by reference to which its accounts or other financial statements are prepared unless required under applicable Law; (r) initiation and/or settlement of any Litigation, by or against the Company (including applicable criminal Law, anti-corruption Law and/or anti-money laundering Law and involving any non-monetary relief relating to the Purchaser, the Seller and/or their directors); and (s) enter into any agreement, commitment or arrangement in relation to any of the foregoing. Provided that none of the provisions of this Clause 3.3 shall be applicable to any acts, deeds or activities undertaken or any agreements, documents forms and instruments executed by the Company and / or the Promoters in connection with the IPO of the Company. 3.3.6. The Company and the Seller shall promptly notify the Purchaser of any event that would constitute a violation or breach of any of the Seller Warranties, Warranties and the Company shall promptly notify the Purchaser of any event that would constitute a violation or breach of any of the Company Warranties and/or of any other material terms and conditions contained in this Agreement. It is however clarified that nothing in this Clause 3.3 (Standstill Obligations) (including any notification to the Purchaser) shall prejudice the rights or remedies of the Purchaser under this Agreement arising out of, or in connection with, a breach or violation of the Seller Warranties, Company Warranties and/or any of the other terms and conditions of this Agreement.

Standstill Obligations. 3.3.1. To the extent permissible by the SEBI ICDR Regulations (defined below) and the SEBI Xxxxxxx Xxxxxxx Regulations (defined below), the Company shall during the period between the Agreement Date and the Closing Date (“Standstill Period”): (a) provide the Purchaser with such information of the Company as reasonably requested and give reasonable access to the Purchaser and its authorised employees, representatives and agents to the assets, books, accounts, and records, of the Company, during reasonable business hours; (b) preserve the books and records of the Company; (c) keep the Purchaser involved and promptly deliver to the Purchaser, all explanations, information and copies of any notices or written threats of Litigation, condemnation actions, and other material matters involving the Company; (d) take all actions necessary to give effect to the transactions contemplated by this Agreement; and (e) carry on the Business of the Company in the ordinary course of business and in accordance with applicable Law and governmental approvals. 3.3.2. During the Standstill Period, the Company and the Seller shall not (and shall ensure that their respective Affiliates do not) directly or indirectly discuss, enter into any agreement or understanding with (whether or not such agreement or understanding is absolute, revocable, contingent, conditional, oral, written, binding or otherwise) or solicit any Person: (a) for a potential acquisition or transfer of any or all the Securities of the Company; (b) in connection with the ownership or Control of the Company; or (c) granting any management rights in the Company. 3.3.3. During the Standstill Period, the Seller shall not (and shall ensure that its Affiliates do not) directly or indirectly discuss, enter into agreement or understanding with (whether or not such agreement or understanding is absolute, revocable, contingent, conditional, oral, written, binding or otherwise) or solicit any Person for a potential acquisition or transfer of any or all the Securities of the Company including in relation to Purchase Shares. Further, the Seller shall not and shall ensure that the Depository Participant shall not transfer / credit, or act on any instruction to transfer / credit the Purchase Shares to any Person. 3.3.4. The Company and the Seller confirm that as on the Agreement Date, other than the Facility Agreement, they (including their respective Affiliates) have discontinued all discussions or terminated all agreements with any other Person (other than the Purchaser and/or its Affiliates) in relation to any proposed sale of Purchase Shares, and that no Person (other than the Purchaser and/or its Affiliates under this Agreement) has any right or entitlement granted either by the Company and the Seller (including their Affiliates) to acquire the Securities of the Company. 3.3.5. Without limiting the generality of the foregoing, except as expressly contemplated or permitted by this Agreement, during the Standstill Period, the Company shall not, without the prior written consent of the Purchaser: (a) amend or modify the charter documents of the Company; (b) change the Company’s corporate name or corporate form; (c) change the scope or nature, discontinue or cease to conduct the Business or part thereof or commence any new line of business; (d) enter into, amend or vary the terms of, or waive or assign any rights under any related party transaction other than in the ordinary course of business and/or incur any extraordinary expenses other than in relation to the Company’s initial public offer (“IPO”), or make any payouts to related parties other than in the ordinary course of business; (e) enter into or give effect to any scheme of arrangement or amalgamation, demerger, restructuring, consolidation, voluntary liquidation, voluntarily winding up, voluntary insolvency or dissolution of the Company or commence any proceedings in relation to any of the foregoing; (f) declare, authorise, set aside, or pay any dividends or make any other distributions or redeem, purchase or otherwise acquire any of the Securities of the Company; (g) make any changes to the capital structure of the Company, including by way of issue, redemption, buyback, capital reduction, share splits, consolidation, reclassification, creation of new class or series, change in the rights / preferences / privileges / restrictions of securities, bonus issuance and/or grant of any options except where the grant of options under the employee stock options scheme of the Company does not exceed 0.40% (zero point four zero percent) of the paid-up share capital of the Company (on a Fully Diluted Basis) or cancellation of any Securities or grant any right or option to subscribe to or purchase any Securities; (h) acquire or transfer in any manner whatsoever, or create an Encumbrance, on any of the assets or Securities of the Company; (i) establish a subsidiary or make an investment in any other Person or enter into any joint venture, profit sharing arrangement or partnership; (j) acquire any business or undertaking; (k) change the statutory auditors of the Company; (l) make or change any Tax election, settle or compromise any proceeding with respect to any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, file any amended Tax return, or submit any Tax return which is inconsistent with past practice or incur any Tax liability other than in the ordinary course of business; (m) enter into, terminate, waive any rights in respect of, or vary the terms of any material contract (including any contract which directly or indirectly impacts the business of the Company); (n) acquire or incur any financial indebtedness; (o) forgive or waive any financial indebtedness owed to the Company; (p) alter the terms on which the Company is insured as disclosed in writing to the Purchaser prior to the Agreement Date, or do or allow any act or omission that might render such insurance void or voidable or otherwise terminate such insurance; (q) make any change to the accounting reference date, accounting procedures, policies or treatment by reference to which its accounts or other financial statements are prepared unless required under applicable Law; (r) initiation and/or settlement of any Litigation, by or against the Company (including applicable criminal LawLaws, anti-corruption Law Laws and/or anti-money laundering Law Laws and involving any non-monetary relief relating to the Purchaser, the Seller and/or their directors); and (s) enter into any agreement, commitment or arrangement in relation to any of the foregoing. Provided that none of the provisions of this Clause 3.3 shall be applicable to any acts, deeds or activities undertaken or any agreements, documents forms and instruments executed by the Company and / or the Promoters in connection with the IPO of the Company. 3.3.6. The Company and the Seller shall promptly notify the Purchaser of any event that would constitute a violation or breach of any of the Seller Warranties, Company Warranties and/or of any other material terms and conditions contained in this Agreement. It is however clarified that nothing in this Clause 3.3 (Standstill Obligations) (including any notification to the Purchaser) shall prejudice the rights or remedies of the Purchaser under this Agreement arising out of, or in connection with, a breach or violation of the Seller Warranties, Company Warranties and/or any of the other terms and conditions of this Agreement.