Termination by the BRLMs. 10.2.d.1 Notwithstanding anything contained in this Agreement, the BRLMs may terminate this Agreement, individually or jointly, upon service of notice in writing to the other Parties, if, after the execution and delivery of this Agreement and on or prior to the Closing Date, in the event that:
(a) if any of the representations, warranties, undertakings, declarations or statements made by any of the Company, its Directors and/or any of the Selling Shareholders, in the Offer Documents or this Agreement or the Fee Letter, or otherwise in relation to the Offer (including in statutory advertisements and communications), are determined by the BRLMs in its sole discretion to be incorrect, untrue or misleading either affirmatively or by omission;
(b) if there is any non-compliance or breach or alleged non-compliance or breach by any of the Company and/or the Selling Shareholders of Applicable Laws with respect to the Offer or their respective obligations, representations, warranties or undertakings under this Agreement or the Fee Letter or any other Transaction Agreements;
(c) trading generally on any of BSE, NSE, the London Stock Exchange, the New York Stock Exchange, the stock exchanges in Singapore or Hong Kong or the NASDAQ Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges have been required, by any of these exchanges, or by the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other applicable or relevant Governmental Authority, or a material disruption has occurred in commercial banking, securities settlement, payment or clearance services in the United Kingdom, the United States, Singapore, Hong Kong or any member of the European Union or with respect to the Clearstream or Euroclear systems in Europe or in any of the cities of Mumbai, Kolkata, Chennai or New Delhi;
(d) there shall have occurred any material adverse change in the financial markets in India, the Xxxxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxxxx and any member of the European Union or the international financial markets, any outbreak of hostilities or terrorism or escalation thereof or any outbreak of a new pandemic or escalation thereof, or an escalation of a pandemic existing as at the date of this Agreement (including the COVID-19 pandemic), or any calamity or crisis or any other change or development involving a prospective change in Indian or international politic...
Termination by the BRLMs. Notwithstanding anything contained in this Agreement, the Book Running Lead Managers and the members of the Syndicate may terminate this Agreement, individually or jointly, upon service of written notice to the other Parties, in respect of itself, if, after the execution and delivery of this Agreement and on or prior to the Allotment of the Equity Shares pursuant to the Offer:
(i) trading generally on any of the Stock Exchanges, London Stock Exchange, Hong Kong Stock Exchange, Singapore Stock Exchange, the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited or minimum or maximum prices for trading have been fixed, or maximum ranges have been required, by any of these exchanges or by the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority or any other applicable Governmental Authority or a material disruption has occurred in commercial banking, securities settlement, payment or clearance services in the United Kingdom or the United States or with respect to the Clearstream or Euroclear systems in Europe or in any of the cities of Mumbai and New Delhi shall have occurred;
(ii) a general banking moratorium shall have been declared by Indian, the United Kingdom, Hong Kong, Singapore, United States Federal or New York State authorities;
(iii) there shall have occurred any Material Adverse Change, as determined by the BRLMs in their sole discretion, in the financial markets in India, the United Kingdom, Hong Kong, Singapore, the United States and any member of the European Union or the international financial markets, any outbreak of hostilities or terrorism or escalation thereof or any new pandemic or escalation of an existing pandemic whether man- made or natural or any similar calamity or crisis or any other change or development involving a prospective change in United States, the United Kingdom, Hong Kong, Singapore, Indian or international political, financial or economic conditions (including the imposition of or a change in currency exchange controls or a change in currency exchange rates) in each case the effect of which event, singularly or together with any other such event, is such as to make it, in the sole judgment of the Book Running Lead Managers, impracticable or inadvisable to proceed with the offer, sale, allotment, delivery or listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents;
(iv) there shall have occurred any regulatory...
Termination by the BRLMs. 10.2.4.1 Notwithstanding anything contained in this Agreement, the BRLMs may terminate this Agreement, individually or jointly upon service of notice in writing to the other Parties, if, after the execution and delivery of this Agreement and on or prior to the Closing Date, in the event that:
(a) any of the representations, warranties, covenants, undertakings or statements made by the Bank, its Promoter, and/or its Directors in the Issue Documents, or in this Agreement or the Fee Letter, or otherwise in relation to the Issue are determined by such BRLM to be incorrect, untrue or misleading either affirmatively or by omission;
(b) if there is any non-compliance or breach or alleged non-compliance or breach by the Bank of Applicable Law in connection with the Issue or their respective obligations, representations, warranties, covenants or undertakings under this Agreement, the Issue Agreement or the Fee Letter;
(c) if the Issue is withdrawn or abandoned for any reason prior to the date of the filing of the RHP with RoC;
(d) In the event that:
(i) trading generally on any of the Stock Exchanges, London Stock Exchange, Hong Kong Stock Exchange, Singapore Stock Exchange, the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited or minimum or maximum prices for trading have been fixed, or maximum ranges have been required, by any of these exchanges or by the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority or any other applicable Governmental Authority or a material disruption has occurred in commercial banking, securities settlement, payment or clearance services in the United Kingdom or the United States or with respect to the Clearstream or Euroclear systems in Europe or in any of the cities of Mumbai and New Delhi shall have occurred;
(ii) a general banking moratorium shall have been declared by Indian, the United Kingdom, Singapore, Hong Kong, United States Federal or New York State authorities;
(iii) there shall have occurred any Material Adverse Change, in the sole discretion of the BRLMs that makes it, impracticable or inadvisable to proceed with the Issue on the terms and in the manner contemplated in the Issue Documents; or
(iv) there shall have occurred any regulatory change, or any development involving a prospective regulatory change (including but not limited to a change in the regulatory environment in which the Bank operates or a change in the regulations and guidelines...
Termination by the BRLMs. 10.9.d.1. Notwithstanding anything contained in this Agreement, after the execution and delivery of this Agreement and prior to Allotment, each BRLM may, at its sole discretion, unilaterally terminate this Agreement in respect of itself, pursuant to a prior written notice given by such BRLM to each of the other Parties, in the event that:
(a) if any of the representations, warranties, covenants, undertakings, declarations or statements made by the Company, its Promoters or Directors, Material Subsidiaries and/or any of the Selling Shareholders in the Offer Documents, advertisements, publicity materials or any other media communication in relation to the Offer, or in this Agreement or the Fee Letter, or otherwise in relation to the Offer is determined by such Manager to be inaccurate, untrue or misleading either affirmatively or by omission;
(b) if there is any non-compliance or breach by any of the Company or by the Selling Shareholders of Applicable Law in connection with the Offer or their obligations, representations, warranties, covenants or undertakings under this Agreement, the Offer Agreement or the Fee Letter;
(c) if the Offer is withdrawn or abandoned for any reason prior to the date of the filing of the RHP with RoC;
(d) the Company makes the declaration to withdraw and/or cancel the Offer at any time after the Bid/Offer Opening Date till the Designated Date;
(e) In the event that:
(i) trading generally on any of the BSE Limited, the National Stock Exchange of India Limited, the London Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market, the Singapore Stock Exchange or the Hong Kong Stock Exchange has been suspended or materially limited or minimum or maximum prices for trading have been fixed, or maximum ranges have been required, by any of these exchanges or by the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority or any other applicable Governmental Authority or a material disruption has occurred in commercial banking, securities settlement, payment or clearance services in the United Kingdom or the United States or with respect to the Clearstream or Euroclear systems in Europe or in any of the cities of Mumbai or New Delhi or Chennai or Kolkata;
(ii) a general banking moratorium shall have been declared by Indian, United Kingdom, European Union, United States Federal, New York State, Hong Kong or Singapore authorities;
(iii) there shall have occurred, in the sole judgement of the BRLMs, a m...
Termination by the BRLMs. 11.2.d.1. Notwithstanding anything contained in this Agreement, the BRLMs may, at their sole discretion, unilaterally terminate this Agreement, by a prior written notice, in respect of themselves, to the other Parties, if, after the execution and delivery of this Agreement and on or prior to the Closing Date, in the event that:
(a) any of the representations, warranties, undertakings or statements made by the Company, its Directors and/or the Selling Shareholders in the Offer Documents, advertisements, publicity materials or any other media communication, as may be applicable in each case in relation to the Offer, or in this Agreement or the Engagement Letter or otherwise in relation to the Offer are determined by the BRLMs to be untrue or misleading, either affirmatively or by omission;
(b) the Offer is withdrawn or abandoned for any reason prior to the filing of the Red Xxxxxxx Prospectus with the RoC;
(c) if there is any non-compliance or breach by the Company or the Selling Shareholders, of Applicable Law in relation to the Offer or of their respective undertakings, representations, warranties, or obligations under this Agreement or the Engagement Letter;
(d) if the Offer is withdrawn or abandoned for any reason prior to filing of the Red Xxxxxxx Prospectus with the RoC;
(e) in the event: i) trading generally on any of the Stock Exchanges, London Stock Exchange, Hong Kong Stock Exchange, Singapore Stock Exchange, the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited or minimum or maximum prices for trading have been fixed, or maximum ranges have been required, by any of these exchanges or by the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority or any other applicable Governmental Authority or a material disruption has occurred in commercial banking, securities settlement, payment or clearance services in the United Kingdom or the United States or with respect to the Clearstream or Euroclear systems in Europe or in any of the cities of Mumbai and New Delhi shall have occurred;
