Termination by the Company and the Selling Shareholders Sample Clauses

Termination by the Company and the Selling Shareholders. (a) The terms of this Agreement may be terminated by the Company and the Selling Shareholders in respect of the respective Banker(s) to the Offer, in the event of fraud, gross negligence, wilful misconduct and/ or default on the part of the respective Banker(s) to the Offer. Such termination shall be operative only in the event that the Company simultaneously appoints, in consultation with the Selling Shareholders and the BRLMs, the substitute banker(s) to the offer of equivalent standing and on terms, conditions and obligations substantially similar to the provisions of this Agreement. The erstwhile Banker(s) to the Offer, shall continue to be liable for all actions or omissions until such termination and the duties and obligations contained herein until the appointment of substitute banker(s) to the Offer, and the transfer of the Bid Amounts or other monies lying to the credit of the Escrow Accounts, Public Offer Account or Refund Account, as the case may be, to the substituted escrow accounts, public offer account or refund account. Such termination shall be effected by a prior notice of not less than two weeks in writing, and shall come into effect only on transfer of the amounts standing to the credit of the Escrow Accounts, Public Offer Account or Refund Account to the substitute banker(s) to the Offer. The substitute banker(s) to the offer shall enter into an agreement substantially in the form of this Agreement, with the BRLMs, the Company, the Selling Shareholders, the Syndicate Member and the Registrar. For avoidance of doubt, under no circumstances shall the Company and the Selling Shareholders be entitled to the receipt of or benefit of the amounts lying in the Escrow Accounts or the Public Offer Account or the Refund Account, save in accordance with provisions of Clause 3.2.3. The Company, in consultation with the Selling Shareholders and the BRLMs, may appoint the new banker(s) to the offer as a substitute for the retiring Banker(s) to the Offer within 14 (fourteen) Working Days of the termination of this Agreement as aforesaid.
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Termination by the Company and the Selling Shareholders. This Agreement may be terminated by the Company and the Selling Shareholders, in the event
Sample 1
Termination by the Company and the Selling Shareholders. The terms of this Agreement may be terminated by the Company and the Selling Shareholders, in consultation with the Lead Managers, in respect of the respective Banker(s) to the Offer, in the event of breach, fraud, gross negligence, wilful misconduct and/ or default on their part of obligations under this Agreement and the Applicable Law by the respective Banker(s) to the Offer. Such termination shall be effective and operative only after (i) the Company and the Selling Shareholders appoint, in consultation with the Lead Managers, substitute banker(s) to the issue of equivalent standing; (ii) the substitute bankers to the issue for the Offer enters into an agreement, substantially in the form of this Agreement, with the Company, the Selling Shareholders, the Lead Managers, the Syndicate Member, the remaining escrow collection bank, public offer account bank, refund bank and sponsor bank, if any, and the Registrar, and (iii) and the transfer of the Bid Amounts or other monies lying to the credit of the Escrow Account, the Public Offer Account and/or Refund Account to the substituted escrow account/ the public offer account/ refund account opened with the substitute bankers to the issue for the Offer has been completed. Such erstwhile Banker(s) to the Offer shall continue to perform all duties and obligations in terms of this Agreement, and to be liable for all actions or omissions until such time that the termination of this Agreement becomes effective and the transfer of the Bid Amounts or other monies lying to the credit of the Escrow Accounts, the Public Offer Account and/or Refund Account to the credit of the substituted escrow account/ the public offer account/ refund account opened with the substitute Escrow Collection Bank/public offer account bank/refund bank. For avoidance of doubt, under no circumstances shall the Company and the Selling Shareholders be entitled to the receipt of or benefit of the amounts lying in the Escrow Accounts or the Public Offer Account or the Refund Account, save in accordance with provisions of Clause 3.2.3.
Sample 1
Termination by the Company and the Selling Shareholders. The terms of this Agreement may be terminated by the Company and the Selling Shareholders in respect of the Banker to the Offer, in the event of fraud, gross negligence, wilful misconduct and/ or default on their respective part. Such termination shall be operative only in the event that the Company and the Selling Shareholders simultaneously appoint, in consultation with the Managers, a substitute banker to the issue of equivalent standing and on terms, conditions and obligations substantially similar to the provisions of this Agreement. Such erstwhile Banker(s) to the Offer shall continue to be liable for all actions or omissions until such termination and the duties and obligations contained herein until the appointment of substitute banker to the Offer, and the transfer of the Bid Amounts or other monies lying to the credit of the Escrow Accounts, Public Offer Account or Refund Account, as the case may be. Such termination shall be effected by a prior notice of not less than two weeks in writing, and shall come into effect only on transfer of the amounts standing to the credit of the Escrow Accounts, Public Offer Account or Refund Account to the substitute banker to the issue. The substitute banker(s) to the Offer shall enter into an agreement substantially in the form of this Agreement, with the Managers, the Company, the Selling Shareholders, the Syndicate Member and the Registrar. For avoidance of doubt, under no circumstances shall the Company and the Selling Shareholders be entitled to the receipt of or benefit of the amounts lying in the Escrow Accounts or the Public Offer Account or the Refund Account, save in accordance with provisions of Clause 3.2.3. The Company and the Selling Shareholders may, in consultation with the Managers, appoint a new banker(s) to the Offer as a substitute for the retiring Banker(s) to the Offer within 14 Working Days of the termination of this Agreement as aforesaid.
Sample 1

Related to Termination by the Company and the Selling Shareholders

  • Termination by the Company This Agreement may be terminated by the Company at any time prior to the Effective Time:

  • Indemnification by the Company The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

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