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 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 or delivery of the Equity Shares on the terms and in the manner contemplated in the Offer Documents; (e) there shall have occurred any regulatory change, or any development involving a prospective regulatory change (including a change in the regulatory environment in which the Company, any of its Affiliates or the Selling Shareholders operate or a change in the regulations and guidelines governing the terms of the Offer) or any order or directive from SEBI, the ROC, the Stock Exchanges or any other Indian Governmental Authority, that, in the sole judgment of the Book Running Lead Managers, is material and adverse and that makes it, in the sole judgment of the Book Running Lead Managers, impracticable or inadvisable to proceed with the offer, sale or delivery of the Equity Shares on the terms and in the manner contemplated in the Offer Documents; (f) the commencement of any action or investigation against the Company, its Directors, Promoters, and/or Selling Shareholders by any Governmental Authority in connection with the Offer or an announcement or public statement by any Governmental Authority of its intention to take any such action or investigation which in the sole judgment of the Book Running Lead Managers, makes it impracticable or inadvisable to market the Offered Shares, or to enforce contracts for the allotment of the Offered Shares on the terms and in the manner contemplated in this Agreement; (g) a general banking moratorium shall have been declared by Indian, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxxxx, English, European or New York State Authorities; (h) there shall have occurred any Material Adverse Change in the sole judgment of the BRLMs; or (i) if the Fee Letter or the Underwriting Agreement in connection with the Offer is terminated pursuant to their respective terms. 10.2.d.2 Notwithstanding anything stated above, the BRLMs may, individually or jointly, terminate this Agreement by notice in writing, with a copy to the Company and each of the Selling Shareholders, if, at any time prior to the Closing Date, any of the representations, warranties, covenants, agreements or undertakings of the Company, the Selling Shareholder, the Bankers to the Offer and/or Registrar in this Agreement are or are found to be incorrect or there is any material non-compliance by the Company, the Selling Shareholder, Escrow Bank, Public Offer Account Banks, the Refund Bank, Sponsor Banks and/or Registrar of Applicable Laws. 10.2.d.3 The termination of this Agreement in respect of a BRLM shall not mean that this Agreement is automatically terminated in respect of any of the other BRLMs and shall not affect the rights or obligations of the other BRLMs under this Agreement. 10.2.d.4 The termination of this Agreement in respect of a Selling Shareholder shall not mean that this Agreement is automatically terminated in respect of any other Selling Shareholder and this Agreement and the Fee Letter shall continue to be operational between the Company, the surviving Selling Shareholders and the BRLMs. 10.2.d.5 This Agreement shall automatically terminate: (a) if the Offer Agreement or the Underwriting Agreement, after its execution, is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any judicial, statutory or Governmental Authority having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account; or (b) in the event the listing and the trading of the Equity Shares does not commence within the permitted time under Applicable Laws (and as extended by the relevant Governmental Authority).
Appears in 1 contract
Termination by the BRLMs. 10.2.d.1 11.2.d.1. Notwithstanding anything contained in this Agreement, the BRLMs may terminate this Agreement, individually or jointly, 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, covenants, undertakings, declarations or statements made by any of the Company, its Directors and/or any of the Promoter Selling Shareholders, Shareholder in the Offer Documents Documents, advertisements, publicity materials or any other media communication in relation to the Offer, or in this Agreement or the Fee Engagement Letter, or otherwise in relation to the Offer (including in statutory advertisements and communications), are is determined by the BRLMs in its sole discretion 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 any of the Company and/or Entities, its Directors, the Promoter Selling Shareholders Shareholder or their respective Affiliates of Applicable Laws Law in connection with respect to the Offer or their respective obligations, representations, warranties warranties, covenants or undertakings under this Agreement or the Fee Letter or any other Transaction AgreementsEngagement Letter;
(c) if the Offer is postponed or withdrawn or abandoned for any reason prior to filing the Red Xxxxxxx Prospectus with ROC or prior to twelve months from the date of the Engagement Letter;
(d) trading generally on any of the BSE, the NSE, the Hong Kong Stock Exchange, the Singapore Exchange, the London Stock Exchange, the New York Stock Exchange, the stock exchanges in Singapore or Hong Kong Exchange or the NASDAQ Global Market has been suspended or materially limited, limited or minimum or maximum prices for trading have been fixed, or maximum ranges have been required, by any of these exchanges, exchanges or by the U.S. US Securities and Exchange Commission, the Financial Industry Regulatory Authority, Securities and Futures Commission of Hong Kong, Monetary Authority of Singapore, or any other applicable or relevant Governmental Authority, Authority or a material disruption has occurred in commercial banking, securities settlement, payment or clearance services in the United Kingdom, the United States, Hong Kong, 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 Kolkata, Mumbai, Kolkata, Chennai or New Delhi;
(de) a general banking moratorium shall have been declared by authorities in India, United Kingdom, Singapore, Hong Kong or the United States;
(f) there shall have occurred a material adverse change or any development involving a prospective material adverse change in the financial markets in India, Singapore, Hong Kong, the Xxxxxx XxxxxxUnited States, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxxxx and any member of the European Union United Kingdom or the international financial markets, any outbreak of a pandemic, epidemic, 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 Indian, Singapore, Hong Kong, the United States, United Kingdom or other 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 BRLM impracticable or inadvisable to proceed with the offer, sale sale, transfer, delivery or delivery listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents;
(ea) there shall have occurred any regulatory change, or any development involving a prospective regulatory change (including a change in the regulatory environment in which the Company, any of its Affiliates Company Entities or the Promoter Selling Shareholders Shareholder operate or a change in the regulations and guidelines governing the terms of the Offer) or any order or directive from the SEBI, the ROCRegistrar of Companies, the Stock Exchanges or any other Indian Governmental Authority, that, in the sole judgment of the Book Running Lead ManagersBRLMs, is material and adverse and that makes it, in the sole judgment of the Book Running Lead Managers, it impracticable or inadvisable to proceed with the issue, offer, sale sale, transfer, allotment, delivery or delivery listing of the Equity Shares on the terms and in the manner contemplated in the Offer DocumentsDocument;
(fb) there shall have occurred in the sole opinion of the BRLMs any Material Adverse Change; or
(c) the commencement by any regulatory or statutory body or organization of any action or investigation against the Company, Company or any of its Directors, Promoters, and/or Selling Shareholders by any Governmental Authority in connection with Directors or the Offer Promoter or an announcement or public statement by any Governmental Authority of its intention regulatory or statutory body or organization that it intends to take any such action or investigation which in the sole judgment of the Book Running Lead ManagersBRLMs, makes make it impracticable or inadvisable to market the Offered SharesOffer, or to enforce contracts for the issue and allotment of the Offered Equity Shares on the terms and in the manner contemplated in the Agreement or prejudices the success of the Offer or dealings in the Equity Shares in the secondary market.
11.2.d.2. Notwithstanding anything to the contrary contained in this Agreement;
(g) a general banking moratorium shall have been declared by Indian, Xxxxxx Xxxxxxxif, Xxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxxxx, English, European or New York State Authorities;
(h) there shall have occurred any Material Adverse Change in the sole judgment opinion of any BRLM, any of the BRLMs; or
(i) if conditions set out in this Section 17 is not satisfied, such BRLM shall have the Fee Letter or the Underwriting Agreement in connection with the Offer is terminated pursuant right to their respective terms.
10.2.d.2 Notwithstanding anything stated above, the BRLMs may, individually or jointly, immediately terminate this Agreement with respect to itself by giving written notice in writing, with a copy to the Company Company, the Promoter Selling Shareholder and each of the other BRLMs.
11.2.d.3. Notwithstanding anything to the contrary contained in this Agreement, the Company, the Promoter Selling Shareholders, if, Shareholder or any BRLM (with respect to itself) may terminate this Agreement without cause upon giving three (3) days’ prior written notice at any time prior to the Closing Date, any execution of the representations, warranties, covenants, agreements or undertakings Underwriting Agreement. Following the execution of the Company, the Selling Shareholder, the Bankers to the Offer and/or Registrar in this Agreement are or are found to be incorrect or there is any material non-compliance by the Company, the Selling Shareholder, Escrow Bank, Public Offer Account Banks, the Refund Bank, Sponsor Banks and/or Registrar of Applicable Laws.
10.2.d.3 The termination of this Agreement in respect of a BRLM shall not mean that this Agreement is automatically terminated in respect of any of the other BRLMs and shall not affect the rights or obligations of the other BRLMs under this Agreement.
10.2.d.4 The termination of this Agreement in respect of a Selling Shareholder shall not mean that this Agreement is automatically terminated in respect of any other Selling Shareholder and this Agreement and the Fee Letter shall continue to be operational between the Company, the surviving Selling Shareholders and the BRLMs.
10.2.d.5 This Agreement shall automatically terminate: (a) if the Offer Agreement or the Underwriting Agreement, after its execution, is the Offer may be withdrawn and/or the services of the BRLMs terminated only in accordance with its the terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any judicial, statutory or Governmental Authority having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account; or (b) in the event the listing and the trading of the Equity Shares does not commence within the permitted time under Applicable Laws (and as extended by the relevant Governmental Authority)Underwriting Agreement.
Appears in 1 contract
Termination by the BRLMs. 10.2.d.1 Notwithstanding anything contained in this Agreement, the BRLMs may may, at its sole discretion, unilaterally terminate this Agreement, individually or jointlyby a written notice, upon service in respect of notice in writing 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:
(ai) if any of the representations, warranties, covenants, undertakings, declarations or statements made by any of the Company, its Directors and/or any of the Promoter Selling Shareholders, Shareholders in the Offer Documents Documents, advertisements, publicity materials or any other media communication in relation to the Offer, or in this Agreement or the Fee Engagement Letter, or otherwise in relation to the Offer (including in statutory advertisements and communications), are is determined by the BRLMs in its sole discretion such BRLM to be incorrect, untrue or misleading either affirmatively or by omission;
(bii) if there is any non-compliance or breach or alleged non-compliance or breach by any of the Company and/or Company, its Affiliates, its Directors, the Selling Shareholders of Applicable Laws Law in connection with respect to the Offer or their respective obligations, representations, warranties or undertakings under this Agreement or the Fee Letter or any other Transaction AgreementsOffer;
(ciii) if the Offer is postponed or withdrawn or abandoned for any reason prior to 12 (twelve) months from the date of the Engagement Letter; or
(iv) in the event that:
(a) trading generally on any of the BSE, the NSE, the London Stock Exchange, the New York Stock Exchange, the stock exchanges in Singapore or Hong Kong Exchange or the NASDAQ Global Market has been suspended or materially limited, limited or minimum or maximum prices for trading have been fixed, or maximum ranges have been required, by any of these exchanges, exchanges or by the U.S. US Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other applicable or relevant Governmental Authority, 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 Mumbai or New Delhi;
(db) a general banking moratorium shall have been declared by authorities in India, United Kingdom or the United States;
(c) there shall have occurred any development involving a prospective material adverse change in the financial markets in India, the Xxxxxx XxxxxxUnited States, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxxxx and any member of the European Union United Kingdom or the international financial markets, any outbreak of a pandemic, epidemic, 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 Indian, the United States, United Kingdom or other 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 BRLM impracticable or inadvisable to proceed with the offer, sale sale, transfer, delivery or delivery listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents;
(ed) there shall have occurred any regulatory change, or any development involving a prospective regulatory change (including a change in the regulatory environment in which the Company, any of its Affiliates Company or the Corporate Promoter Selling Shareholders operate or a change in the regulations and guidelines governing the terms of the Offer) or any order or directive from the SEBI, the ROCRegistrar of Companies, the Stock Exchanges or any other Indian Governmental Authority, that, in the sole judgment of the Book Running Lead ManagersBRLMs, is material and adverse and that makes it, in the sole judgment of the Book Running Lead Managers, it impracticable or inadvisable to proceed with the issue, offer, sale sale, transfer, allotment, delivery or delivery listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents;; or
(fe) the commencement by any regulatory or statutory body or organization of any action or investigation against the Company, Company or any of its Directors, Promoters, and/or Selling Shareholders by any Governmental Authority in connection with Directors or the Offer Promoters or an announcement or public statement by any Governmental Authority of its intention regulatory or statutory body or organization that it intends to take any such action or investigation which in the sole judgment of the Book Running Lead ManagersBRLMs, makes make it impracticable or inadvisable to market the Offered SharesOffer, or to enforce contracts for the issue and allotment of the Offered Equity Shares on the terms and in the manner contemplated in the Agreement or prejudices the success of the Offer or dealings in the Equity Shares in the secondary market.
(v) Notwithstanding anything contained to the contrary in this Agreement;
(g) a general banking moratorium shall have been declared by Indian, Xxxxxx Xxxxxxxif, Xxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxxxx, English, European or New York State Authorities;
(h) there shall have occurred any Material Adverse Change in the sole judgment opinion of the BRLMs; or
(i) if , an event as stated in Clause 11.2.d.1 has occurred, the Fee Letter or BRLMs shall have the right, in addition to the rights available to them under Clause 11, to terminate this Agreement with respect to itself at any time by giving written notice to the other Parties. This Agreement shall also be subject to such additional conditions of force majeure and termination that may be mutually agreed upon and set out in the Underwriting Agreement in connection with the Offer is terminated pursuant to their respective terms.
10.2.d.2 Notwithstanding anything stated above, the BRLMs may, individually or jointly, terminate this Agreement by notice in writing, with a copy to the Company and each of the Selling Shareholders, if, at any time prior to the Closing Date, any of the representations, warranties, covenants, agreements or undertakings of the Company, the Selling Shareholder, the Bankers to the Offer and/or Registrar in this Agreement are or are found to be incorrect or there is any material non-compliance by the Company, the Selling Shareholder, Escrow Bank, Public Offer Account Banks, the Refund Bank, Sponsor Banks and/or Registrar of Applicable Laws.
10.2.d.3 The termination of this Agreement executed in respect of a BRLM shall not mean that this Agreement is automatically terminated in respect of any of the other BRLMs and shall not affect the rights or obligations of the other BRLMs under this AgreementOffer.
10.2.d.4 The termination of this Agreement in respect of a Selling Shareholder shall not mean that this Agreement is automatically terminated in respect of any other Selling Shareholder and this Agreement and the Fee Letter shall continue to be operational between the Company, the surviving Selling Shareholders and the BRLMs.
10.2.d.5 This Agreement shall automatically terminate: (a) if the Offer Agreement or the Underwriting Agreement, after its execution, is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any judicial, statutory or Governmental Authority having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account; or (b) in the event the listing and the trading of the Equity Shares does not commence within the permitted time under Applicable Laws (and as extended by the relevant Governmental Authority).
Appears in 1 contract
Termination by the BRLMs. 10.2.d.1 Notwithstanding anything contained in this Agreement, the BRLMs may may, at its sole discretion, unilaterally terminate this Agreement, individually or jointlyby a written notice, upon service in respect of notice in writing to the other Partiesitself, 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 undertakings or statements made by any of the Company, its Directors and/or any of the Selling Shareholders, Shareholders in the Offer Documents Documents, the Supplemental Offer Material or the Engagement Letter, 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 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 incorrectinaccurate, untrue or misleading 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 or alleged non-compliance or breach by any of the Company and/or or the Selling Shareholders Shareholders, of Applicable Laws with respect Law in relation to the Offer or of their respective obligationsundertakings, representations, warranties warranties, or undertakings obligations under this Agreement, the Offer Agreement or the Fee Letter or any other Transaction AgreementsEngagement Letter;
(cd) in the event of trading generally on any of BSEthe Stock Exchanges, NSELondon Stock Exchange, the London Hong Kong Stock Exchange, Singapore Stock Exchange, the New York Stock Exchange, Exchange or in the stock exchanges in Singapore or Hong Kong or the NASDAQ Nasdaq Global Market has been suspended or materially limited, limited or minimum or maximum prices for trading have been fixed, or maximum ranges have been required, by any of these exchanges, exchanges or by the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, Authority or any other applicable or relevant Governmental Authority, Authority or a material disruption has occurred in commercial banking, securities settlement, payment or clearance services in the United Kingdom, Kingdom or the United States, Singapore, Hong Kong or any member of the European Union States or with respect to the Clearstream or Euroclear systems in Europe or in any of the cities of Mumbai, Kolkata, Chennai or Mumbai and New DelhiDelhi shall have occurred;
(de) a general banking moratorium shall have been declared by Indian, the United Kingdom, European, Hong Kong, Singapore, United States Federal or New York State authorities;
(f) there shall have occurred in the sole opinion of the BRLMs, any material adverse change in the financial markets in India, the Xxxxxx XxxxxxUnited Kingdom, Xxxxxx XxxxxxxHong Kong, Xxxx XxxxSingapore, Xxxxxxxxx and any member of the European Union United States or the international financial markets, any outbreak of hostilities or terrorism or escalation thereof or any outbreak of a new pandemic or escalation thereofpandemic, 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 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 BRLMs, impracticable or inadvisable to proceed with the offer, sale sale, allotment, delivery or delivery listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents;
(eg) there shall have occurred, in the sole opinion of the BRLMs, any Material Adverse Change that makes it, impracticable or inadvisable to proceed with the offer, sale or transfer, allotment, delivery or listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents; or
(h) there shall have occurred any regulatory change, or any development involving a prospective regulatory change (including including, but not limited to a change in the regulatory environment in which the Company, any of its Affiliates or the Selling Shareholders operate Company operates or a change in the regulations and guidelines governing the terms of the Offer) or any order or directive from SEBI, the ROCRoC, the Stock Exchanges BSE, NSE or any other Indian Governmental Authority, Authority that, in the sole judgment of the Book Running Lead ManagersBRLMs, is material and adverse and that makes it, in the sole judgment of the Book Running Lead ManagersBRLMs, impracticable or inadvisable to proceed with the offer, sale sale, transfer, allotment, delivery or delivery listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents;
(f) the commencement of any action or investigation against the Company, its Directors, Promoters, and/or Selling Shareholders by any Governmental Authority in connection with the Offer or an announcement or public statement by any Governmental Authority of its intention to take any such action or investigation which in the sole judgment of the Book Running Lead Managers, makes it impracticable or inadvisable to market the Offered Shares, or to enforce contracts for the allotment of the Offered Shares on the terms and in the manner contemplated in this Agreement;
(g) a general banking moratorium shall have been declared by Indian, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxxxx, English, European or New York State Authorities;
(h) there shall have occurred any Material Adverse Change in the sole judgment of the BRLMs; or
(i) if the Fee Letter or the Underwriting Agreement in connection with the Offer is terminated pursuant to their respective terms.
10.2.d.2 Notwithstanding anything stated above, the BRLMs may, individually or jointly, terminate this Agreement by notice in writing, with a copy to the Company and each of the Selling Shareholders, if, at any time prior to the Closing Date, any of the representations, warranties, covenants, agreements or undertakings of the Company, the Selling Shareholder, the Bankers to the Offer and/or Registrar in this Agreement are or are found to be incorrect or there is any material non-compliance by the Company, the Selling Shareholder, Escrow Bank, Public Offer Account Banks, the Refund Bank, Sponsor Banks and/or Registrar of Applicable Laws.
10.2.d.3 The termination of this Agreement in respect of a BRLM shall not mean that this Agreement is automatically terminated in respect of any of the other BRLMs and shall not affect the rights or obligations of the other BRLMs under this Agreement.
10.2.d.4 The termination of this Agreement in respect of a Selling Shareholder shall not mean that this Agreement is automatically terminated in respect of any other Selling Shareholder and this Agreement and the Fee Letter shall continue to be operational between the Company, the surviving Selling Shareholders and the BRLMs.
10.2.d.5 This Agreement shall automatically terminate: (a) if the Offer Agreement or the Underwriting Agreement, after its execution, is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any judicial, statutory or Governmental Authority having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account; or (b) in the event the listing and the trading of the Equity Shares does not commence within the permitted time under Applicable Laws (and as extended by the relevant Governmental Authority).
Appears in 1 contract
Termination by the BRLMs. 10.2.d.1 10.2.d.1. Notwithstanding anything contained in this Agreement, the BRLMs may may, at its sole discretion, unilaterally terminate this Agreement, individually or jointlyby a notice, upon service in respect of notice in writing itself, 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 undertakings or statements made by any of the Company, its Directors and/or any of the Selling Shareholders, Shareholders in the Offer Documents or the Engagement Letter, 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 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 misleading, either affirmatively or by omission;
(b) if there is any non-compliance or breach or alleged non-compliance or breach by any of in 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;event:
(ci) trading generally on any of BSEthe BSE Limited, NSEthe National Stock Exchange of India Limited, the London Stock Exchange, the New York Stock Exchange, the stock exchanges in Singapore or Hong Kong Stock Exchange, Singapore Exchange or the NASDAQ Global Market has been suspended or materially limited, limited or minimum or maximum prices for trading have been fixed, or maximum ranges have been required, by any of these exchanges, exchanges or by the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, Authority or any other applicable or relevant Governmental Authority, Authority or a material disruption has occurred in commercial banking, securities settlement, payment or clearance services in the United Kingdom, Kingdom or the United States, Singapore, Hong Kong or any member States of the European Union America or with respect to the Clearstream or Euroclear systems in Europe or in any of the cities of Kolkata, Mumbai, Kolkata, Chennai or New Delhi;
(dii) there shall have occurred in the sole judgment of the BRLMs any material adverse change in the financial markets in India, the Xxxxxx XxxxxxUnited States, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxxxx and any member of the European Union United Kingdom or the international financial markets, any outbreak of a new pandemic or escalation thereof or an escalation of pandemic existing as of date of this Agreement, 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 material adverse change in Indian Indian, Singapore, Hong Kong, the United States, United Kingdom or other 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 BRLMs impracticable or inadvisable to proceed with the offer, sale sale, transfer, allotment, delivery or delivery listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents;
(eiii) there shall have occurred any regulatory change, or any development involving a prospective regulatory change (including including, but not limited to, a change in the regulatory environment in which the Company, any of its Affiliates or the Selling Shareholders Company operate or a change in the regulations and guidelines governing the terms of the Offer) or any regulatory change, or any order or directive from the SEBI, the ROCRegistrar of Companies, the Stock Exchanges or any other Indian Governmental Authority, that, in the sole judgment of the Book Running Lead ManagersBRLMs, is material and adverse and that makes it, in the sole judgment of the Book Running Lead ManagersBRLMs, impracticable or inadvisable to proceed with the offer, sale sale, transfer, allotment, delivery or delivery listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents;
(fiv) the commencement of any action or investigation against the Company, its Promoter, Directors, Promoters, Affiliates and/or Selling Shareholders by any regulatory or statutory authority or Governmental Authority or in connection with the Offer or Offer, an announcement or public statement by any Governmental Authority regulatory or statutory authority of its intention to take any such action or investigation which in the sole judgment of the Book Running Lead Managers, makes it impracticable or inadvisable to market the Offered Shares, or to enforce contracts for the allotment of the Offered Shares on the terms and in the manner contemplated in this Agreement;; or
(gv) a general banking moratorium shall have been declared by Indian, Xxxxxx Xxxxxxxthe United Kingdom, Xxxxxx Xxxxxx XxxxxxxHong Kong, Xxxx XxxxSingapore, Xxxxxxxxx, English, European United States Federal or New York State Authorities;authorities.
(hc) there shall have occurred any Material Adverse Change in the sole judgment judgement of the BRLMs; orBRLMs at any time;
(id) if the Fee Engagement Letter or the Underwriting Agreement in connection with the Offer is terminated pursuant to their respective terms.; or
10.2.d.2 (e) if the Offer is withdrawn or abandoned for any reason prior to filing of the Red Xxxxxxx Prospectus with the RoC.
10.2.d.2. Notwithstanding anything stated above, the BRLMs may, individually or jointly, terminate this Agreement by notice in writing, with a copy to the Company and each of the Selling Shareholderscontrary contained in this Agreement, if, at in the sole discretion of any time prior to the Closing DateBRLM, any of the representationsconditions stated in Clause 10.2.d.1 is not satisfied (as applicable), warrantiessuch BRLM shall have the right, covenants, agreements or undertakings of the Company, the Selling Shareholder, the Bankers in addition to the Offer and/or Registrar in rights available to them under Clause 10, to terminate this Agreement are or are found with respect to be incorrect or there is itself at any material non-compliance time by the Company, the Selling Shareholder, Escrow Bank, Public Offer Account Banks, the Refund Bank, Sponsor Banks and/or Registrar of Applicable Laws.
10.2.d.3 The termination of this Agreement in respect of a BRLM shall not mean that this Agreement is automatically terminated in respect of any of giving written notice to the other BRLMs and shall not affect the rights or obligations of the other BRLMs under this AgreementParties.
10.2.d.4 The termination of this Agreement in respect of a Selling Shareholder shall not mean that this Agreement is automatically terminated in respect of any other Selling Shareholder and this Agreement and the Fee Letter shall continue to be operational between the Company, the surviving Selling Shareholders and the BRLMs.
10.2.d.5 This Agreement shall automatically terminate: (a) if the Offer Agreement or the Underwriting Agreement, after its execution, is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any judicial, statutory or Governmental Authority having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account; or (b) in the event the listing and the trading of the Equity Shares does not commence within the permitted time under Applicable Laws (and as extended by the relevant Governmental Authority).
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Termination by the BRLMs. 10.2.d.1 10.2.4.1 Notwithstanding anything contained in this Agreement, the BRLMs may terminate this Agreement, individually or jointly, 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, undertakingscovenants, declarations undertakings or statements made by any of the CompanyBank, its Promoter, and/or its Directors and/or any of the Selling Shareholders, in the Offer Documents Issue Documents, or in this Agreement or the Fee Letter, or otherwise in relation to the Offer (including in statutory advertisements and communications), Issue are determined by the BRLMs in its sole discretion 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 any of the Company and/or the Selling Shareholders Bank of Applicable Laws Law in connection with respect to the Offer Issue or their respective obligations, representations, warranties warranties, covenants or undertakings under this Agreement, the Issue Agreement or the Fee Letter or any other Transaction AgreementsLetter;
(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 BSEthe Stock Exchanges, NSELondon Stock Exchange, the London Hong Kong Stock Exchange, Singapore Stock Exchange, the New York Stock Exchange, Exchange or in the stock exchanges in Singapore or Hong Kong or the NASDAQ Nasdaq Global Market has been suspended or materially limited, limited or minimum or maximum prices for trading have been fixed, or maximum ranges have been required, by any of these exchanges, exchanges or by the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, Authority or any other applicable or relevant Governmental Authority, Authority or a material disruption has occurred in commercial banking, securities settlement, payment or clearance services in the United Kingdom, Kingdom or the United States, Singapore, Hong Kong or any member of the European Union States or with respect to the Clearstream or Euroclear systems in Europe or in any of the cities of Mumbai, Kolkata, Chennai or Mumbai and New DelhiDelhi shall have occurred;
(dii) 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 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 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 itMaterial Adverse Change, in the sole judgment discretion of the Book Running Lead Managers BRLMs that makes it, impracticable or inadvisable to proceed with the offer, sale or delivery of the Equity Shares Issue on the terms and in the manner contemplated in the Offer Issue Documents;; or
(eiv) 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 Company, any of its Affiliates or the Selling Shareholders operate Bank operates or a change in the regulations and guidelines governing the terms of the OfferIssue) or any order or directive from the SEBI, the ROCRegistrar of Companies, the Stock Exchanges or any other Indian Governmental Authority, that, in the sole judgment of the Book Running Lead ManagersBRLMs, is material and adverse and that makes it, in the sole judgment of the Book Running Lead Managers, it impracticable or inadvisable to proceed with the offer, sale or delivery of the Equity Shares Issue on the terms and in the manner contemplated in the Offer Issue Documents;.
(f) 10.2.4.2 Notwithstanding anything to the commencement of any action or investigation against the Company, its Directors, Promoters, and/or Selling Shareholders by any Governmental Authority in connection with the Offer or an announcement or public statement by any Governmental Authority of its intention to take any such action or investigation which in the sole judgment of the Book Running Lead Managers, makes it impracticable or inadvisable to market the Offered Shares, or to enforce contracts for the allotment of the Offered Shares on the terms and in the manner contemplated contrary in this Agreement;
(g) a general banking moratorium shall have been declared by Indian, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxxxx, English, European or New York State Authorities;
(h) there shall have occurred any Material Adverse Change in the sole judgment of the BRLMs; or
(i) if the Fee Letter or the Underwriting Agreement in connection with the Offer is terminated pursuant to their respective terms.
10.2.d.2 Notwithstanding anything stated above, the BRLMs may, individually or jointly, terminate this Agreement by notice in writing, with a copy to the Company and each of the Selling Shareholders, if, at any time prior to the Closing Date, any of the representationsBRLMs in respect of itself (with regard to its respective obligations pursuant to this Agreement) may terminate this Agreement, warrantieswith respect to itself, covenants, agreements with or undertakings without cause upon giving ten (10) Working Days’ prior written notice at any time but prior to execution of the CompanyUnderwriting Agreement. Following the execution of the Underwriting Agreement, the Selling Shareholder, Issue may be withdrawn and/or the Bankers to services of the Offer and/or Registrar BRLMs terminated only in this Agreement are or are found to be incorrect or there is any material non-compliance by accordance with the Company, terms of the Selling Shareholder, Escrow Bank, Public Offer Account Banks, the Refund Bank, Sponsor Banks and/or Registrar of Applicable LawsUnderwriting Agreement.
10.2.d.3 10.2.4.3 The termination of this Agreement in respect of a BRLM shall not mean that this Agreement is automatically terminated in respect of any of the other BRLMs and shall not affect the rights or obligations of the other BRLMs under this Agreement.
10.2.d.4 The termination of this Agreement in respect of a Selling Shareholder shall not mean that this Agreement is automatically terminated in respect of any other Selling Shareholder and this Agreement and the Fee Letter shall continue to be operational between the Company, the surviving Selling Shareholders and the BRLMs.
10.2.d.5 This Agreement shall automatically terminate: (a) if the Offer Agreement or the Underwriting Agreement, after its execution, is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any judicial, statutory or Governmental Authority having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account; or (b) in the event the listing and the trading of the Equity Shares does not commence within the permitted time under Applicable Laws (and as extended by the relevant Governmental Authority).
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Termination by the BRLMs. 10.2.d.1 11.2.d.1. Notwithstanding anything contained in this Agreement, the BRLMs may terminate this Agreement, individually or jointly, 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, covenants, undertakings, declarations or statements made by any of the Company, its Directors and/or any of the Selling Shareholders, Shareholders in the Offer Documents 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 (including in statutory advertisements and communications), are is determined by the BRLMs in its sole discretion such BRLM to be incorrect, untrue or misleading either affirmatively or by omissionmisleading;
(b) if there is any non-compliance or breach or alleged non-compliance or breach by any of the Company and/or Company, the Selling Shareholders or their respective Affiliates of Applicable Laws Law in connection with respect to the Offer or their respective obligations, representations, warranties warranties, covenants or undertakings under this Agreement, the Offer Agreement or the Fee Letter or any other Transaction AgreementsLetter;
(c) In the event that:
i. trading generally on any of BSEthe BSE Limited, NSEthe National Stock Exchange of India Limited, the London Stock Exchange, the New York Stock Exchange, the stock exchanges in NASDAQ Global Market, the Singapore Stock Exchange or the Hong Kong or the NASDAQ Global Market Stock Exchange has been suspended or materially limited, limited or minimum or maximum prices for trading have been fixed, or maximum ranges have been required, by any of these exchanges, exchanges or by the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, Authority or any other applicable or relevant Governmental Authority, Authority or a material disruption has occurred in commercial banking, securities settlement, payment or clearance services in the United Kingdom, Kingdom or the United States, Singapore, Hong Kong or any member of the European Union States or with respect to the Clearstream or Euroclear systems in Europe or in any of the cities of Kolkata, Mumbai, Kolkata, Chennai or New Delhi;
(d) ii. a general banking moratorium shall have been declared by Indian, United Kingdom, United States Federal, New York State, Singapore or Hong Kong authorities;
iii. there shall have occurred a material adverse change or any development involving a prospective material adverse change in the financial markets in India, the Xxxxxx XxxxxxUnited States, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxxxx and any member of the European Union United Kingdom 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), thereof or any calamity or crisis or any other change or development involving a prospective change in Indian Indian, the United States, United Kingdom or other 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 Manager impracticable or inadvisable to proceed with the offer, sale sale, transfer, delivery or delivery listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents;
(e) iv. there shall have occurred any Material Adverse Change in the sole discretion of the Managers; or
v. there shall have occurred any regulatory change, or any development involving a prospective regulatory change (including a change in the regulatory environment in which the Company, any of its Affiliates Company or the Promoter Selling Shareholders Shareholder operate or a change in the regulations and guidelines governing the terms of the Offer) or any order or directive from the SEBI, the ROCRegistrar of Companies, the Stock Exchanges or any other Indian Governmental Authority, that, in the sole judgment of the Book Running Lead Managers, is material and adverse and that makes it, in the sole judgment of the Book Running Lead Managers, it impracticable or inadvisable to proceed with the issue, offer, sale sale, transfer, allotment, delivery or delivery listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents;.
(f) 11.2.d.2. Notwithstanding anything to the commencement of any action or investigation against the Company, its Directors, Promoters, and/or Selling Shareholders by any Governmental Authority in connection with the Offer or an announcement or public statement by any Governmental Authority of its intention to take any such action or investigation which in the sole judgment of the Book Running Lead Managers, makes it impracticable or inadvisable to market the Offered Shares, or to enforce contracts for the allotment of the Offered Shares on the terms and in the manner contemplated contrary contained in this Agreement;
(g) a general banking moratorium shall have been declared by Indian, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxxxx, English, European or New York State Authorities;
(h) there shall have occurred any Material Adverse Change in the sole judgment of the BRLMs; or
(i) if the Fee Letter or the Underwriting Agreement in connection with the Offer is terminated pursuant to their respective terms.
10.2.d.2 Notwithstanding anything stated above, the BRLMs may, individually or jointly, terminate this Agreement by notice in writing, with a copy to the Company and each of the Selling Shareholders, if, at any time prior to the Closing Date, any of the representations, warranties, covenants, agreements or undertakings of the Company, the Selling Shareholder, the Bankers to the Offer and/or Registrar in this Agreement are or are found to be incorrect or there is any material non-compliance by the Company, the Selling Shareholder, Escrow Collection Bank, Public Offer Account Banks, the Refund Bank, Sponsor Banks and/or Registrar of Applicable Laws.
10.2.d.3 The termination of in this Agreement are or are found to be incorrect
11.2.d.3. Notwithstanding anything to the contrary contained in this Agreement, any BRLM (with respect of a BRLM shall not mean that to itself) may terminate this Agreement is automatically terminated in respect of any of the other BRLMs and shall not affect the rights or obligations of the other BRLMs under this Agreement.
10.2.d.4 The termination of this Agreement in respect of a Selling Shareholder shall not mean that this Agreement is automatically terminated in respect of any other Selling Shareholder and this Agreement and the Fee Letter shall continue to be operational between the Company, the surviving Selling Shareholders and the BRLMs.
10.2.d.5 This Agreement shall automatically terminate: (a) if the Offer Agreement or the Underwriting Agreement, after its execution, is terminated in accordance with its terms or becomes illegal or unenforceable for any reason or, in the event that its performance has been prevented by any judicial, statutory or Governmental Authority having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account; or (b) in the event the listing and the trading of the Equity Shares does not commence within the permitted time under Applicable Laws (and as extended by the relevant Governmental Authority).without cause upon giving three
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