Common use of Termination by the Company and the Selling Shareholders Clause in Contracts

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.

Termination by the Company and the Selling Shareholders. The terms of this This Agreement may be terminated by the Company and each of the Selling Shareholders, Shareholders in consultation with the Lead Managers, in respect of the respective Banker(s) to the OfferBRLMs, in the event of breach, fraud, gross negligence, negligence or wilful misconduct and/ or wilful default or breach or alleged breach on their the part of obligations under this Agreement and the Applicable Law by the respective Banker(s) Bankers to the OfferOffer or any breach of Clauses 9.3, 9.4, 9.6 and 9.7. Such termination shall be effective and operative only after (i) in the event that the Company and the Selling Shareholders simultaneously appoint, in consultation with the Lead ManagersBRLMs, a substitute banker(s) escrow collection bank/ public offer account bank/ refund bank/ sponsor banks of equivalent standing and on terms, conditions and obligations substantially similar to the issue of equivalent standing; (ii) the substitute bankers to the issue for the Offer enters into an agreement, substantially in the form provisions of this Agreement, with . The erstwhile Escrow Collection Bank / Refund Bank/ Public Offer Account Bank / Sponsor Banks shall continue to be liable for all actions or omissions until such termination becomes effective and the Company, duties and obligations contained herein until the Selling Shareholders, the Lead Managers, the Syndicate Member, the remaining appointment of substitute escrow collection bank, bank/ the public offer Offer account bank, bank/ refund bank and bank/ 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 Cash Escrow AccountAccounts, 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 Bankcollection bank/public offer account bank/refund bank. The substitute escrow collection bank, the public offer account bank and/or refund bank and/or sponsor banks shall enter into an agreement, substantially in the form of this Agreement, with the Company, the Selling Shareholders, the BRLMs, the remaining Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks, if any, and the Registrar. 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 Cash Escrow Accounts, Public Offer Account or Refund Account to the substituted escrow collection bank, the public offer account bank and/or refund bank. For the 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 Cash Escrow Accounts or the Accounts/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 BRLMs appoint a new escrow collection bank, a public offer account bank, sponsor bank or refund bank or designate the existing Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank or the Sponsor Bank as a substitute for the retiring Escrow Collection Bank/ Public Offer Account Bank / Sponsor Bank/ Refund Banks within 14 (fourteen) days of the termination of this Agreement as aforesaid.

Termination by the Company and the Selling Shareholders. The terms of this This Agreement may be terminated by the Company and Company, the Selling Shareholders, Shareholders in consultation with the Lead Managers, in respect of the respective Banker(s) to the OfferBRLMs, in the event of breach, fraud, gross negligence, negligence or misconduct or wilful misconduct and/ or default on their the part of obligations under this Agreement and either of the Applicable Law by the respective Banker(s) Bankers to the OfferOffer or any breach of Clause 8 above. Such termination shall be effective effected by a prior notice of not less than two weeks in writing to all the other Parties, and operative shall come into effect only after if and when (i) the Company and the Selling Shareholders simultaneously appoint, in consultation with the Lead ManagersBRLMs, a substitute banker(s) to the issue escrow collection bank/ refund bank/ public offer account bank/ sponsor bank of equivalent standing; , (ii) the substitute bankers to escrow collection bank, the issue for public offer account bank and/ or the Offer enters refund bank and/or the sponsor banks has entered into an agreement, substantially in the form of this Agreement, with the Company, the Selling Shareholders, the Lead Managers, the Syndicate MemberBRLMs, 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 escrow collection bank/public offer account bank/refund bank. The erstwhile Escrow Collection Bank, Refund Bank, Public Offer has been completed. Such erstwhile Banker(s) to the Offer Account Bank and Sponsor Banks, as applicable, shall continue to perform all duties and obligations in terms of this AgreementAgreement until such termination of this Agreement becomes effective. Accordingly, the erstwhile Escrow Collection Bank, Refund Bank, Public Offer Account Bank and to Sponsor Banks, as applicable shall 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 bankeffective. For the 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 Accounts/Public Offer Account or the Refund Account, save in accordance with provisions of Clause 3.2.33.2d. The Company and the Selling Shareholders may in consultation with the BRLMs appoint a new escrow collection bank, a public offer account bank, sponsor bank or refund bank or designate one of the existing Escrow Collection Bank, the Public Offer Account Bank, Sponsor Banks or Refund Bank as a substitute for the retiring Escrow Collection Bank, the Public Offer Account Bank, Sponsor Bank or Refund Bank within fourteen (14) days of the termination of this Agreement as aforesaid.

Termination by the Company and the Selling Shareholders. The terms of this This Agreement may be terminated by the Company and the Selling Shareholders, Shareholders in consultation with the Lead Managers, in respect of the respective Banker(s) a Banker to the Offer, in the event of breach, fraud, gross negligence, negligence or wilful misconduct and/ or wilful default on their the part of obligations under such Banker to the Offer or any breach or alleged breach of this Agreement or material non-compliance of Applicable Laws or any breach of Clauses 9.5, 9.6, 9.8 and the Applicable Law by the respective Banker(s) to the Offer9.9. Such termination shall be effective and operative only after (i) in the event that the Company and the Selling Shareholders simultaneously appoint, in consultation with the Lead Managers, a substitute banker(s) Escrow Collection Bank/ Public Offer Account Bank/ Refund Bank/ Sponsor Banks of equivalent standing and on terms, conditions and obligations substantially similar to the issue of equivalent standing; (ii) the substitute bankers to the issue for the Offer enters into an agreement, substantially in the form provisions 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 . The erstwhile Escrow Account, the Collection Bank / Refund Bank/ 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 Bank / Sponsor Banks 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 duties and obligations contained herein until the appointment of substitute escrow collection bank/ the public Offer account bank/ refund bank/ sponsor bank, 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. The substitute escrow collection bank, the public offer account bank and/or refund bank and/or sponsor banks shall enter into an agreement, substantially in the form of this Agreement, with the Company, the Selling Shareholders, the Lead Managers, the remaining Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks, if any, and the Registrar. 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 substituted escrow collection bank, the public offer account bank and/or refund bank. For the 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 Accounts/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 Lead Managers appoint a new escrow collection bank, a public offer account bank, sponsor banks or refund bank or designate the existing Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank or the Sponsor Banks as a substitute for the retiring Escrow Collection Bank/ Public Offer Account Bank / Sponsor Banks/ Refund Banks within 14 days of the termination of this Agreement as aforesaid.

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 consultation with the Lead Managers, Shareholders in respect of the respective Banker(s) to the Offer, in the event of breach, fraud, gross negligence, wilful misconduct and/ or and/or default on their the 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) in the event that the Company and the Selling Shareholders appointsimultaneously appoints, in consultation with the Selling Shareholders and the Lead Managers, the substitute banker(s) to the issue offer of equivalent standing; (ii) the substitute bankers standing and on terms, conditions and obligations substantially similar to the issue for the Offer enters into an agreement, substantially in the form provisions 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 The erstwhile Banker(s) to the Offer 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 termination and the termination duties and obligations contained herein until the appointment of this Agreement becomes effective substitute banker(s) to the Offer, and the transfer of the Bid Amounts or other monies lying to the credit of the Escrow Accounts, the Public Offer Account and/or or Refund Account 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 substituted escrow account/ Escrow Accounts, Public Offer Account or Refund Account to the public substitute banker(s) to the Offer. The substitute banker(s) to the offer account/ refund account opened shall enter into an agreement substantially in the form of this Agreement, with the substitute Escrow Collection Bank/public offer account bank/refund bankLead Managers, the Company, the Selling Shareholders, the Syndicate Members 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 Lead Managers, may appoint the 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.

Termination by the Company and the Selling Shareholders. The terms of this This Agreement may be terminated by the Company, each the Selling Shareholders, in respect of the Escrow Collection Bank and/or the Refund Bank and/or the Public Offer Account Bank and/or the Sponsor Banks, in the event of breach, fraud, negligence or misconduct or default on the part of the Escrow Collection Bank and/or the Refund Bank and/or the Public Offer Account Bank and/or the Sponsor Banks or any breach of Clauses 8.3, 8.4 and 8.5. Such termination shall be operative only in the event that the Company and the Selling Shareholders, in consultation with the Book Running Lead Managers, in respect of the respective Banker(ssimultaneously appoint a substitute escrow collection bank and/or refund bank and/or public offer account bank and/or sponsor bank(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 which escrow collection bank, bank and/or refund bank and/or public offer account bankbank and/or sponsor bank(s) shall agree to terms, refund bank conditions and sponsor bank, if any, and the Registrar, and (iii) and the transfer of the Bid Amounts or other monies lying obligations similar to the credit of the provisions hereof. The erstwhile Escrow AccountCollection Bank, the Refund Bank, 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(sBank and Sponsor Bank(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 duties and obligations contained herein until the appointment of a substitute escrow collection bank or refund bank or the public offer account bank or the sponsor bank(s) and the transfer of the Bid Amounts or other monies lying to the credit of the Escrow Accounts, the Public Offer Account and/or the Refund Account to the credit of the substituted substitute escrow account/ collection bank, the public offer account/ account bank and/or refund bank. Such termination shall be effected by prior written notice of not less than fourteen (14) days, and shall come into effect only on the transfer of the amounts standing to the credit of the Escrow Accounts, the Public Offer Account or the Refund Account to the substituted escrow collection bank, the public offer account opened bank or refund bank. The substitute escrow collection bank, the public offer account bank and/or refund bank and/or sponsor(s) bank shall enter into an agreement, substantially in the form of this Agreement, with the substitute Escrow Collection Bank/Company, the Selling Shareholders, the members of the Syndicate, the remaining escrow collection bank, public offer account bank/, refund bankbank and sponsor banks, if any, and the Registrar. For the 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 Accounts, the Public Offer Account or the Refund Account, save except in accordance with provisions of Clause 3.2.33.2 of this Agreement. The Company and the Selling Shareholders may in consultation with the Book Running Lead Managers appoint a new escrow collection bank, public offer account bank, refund bank or sponsor bank or designate one of the existing Escrow Collection Bank, the Public Offer Account Bank, Refund Bank or Sponsor Banks as a substitute for the retiring Escrow Collection Bank, the Public Offer Account Bank or Refund Bank within fourteen (14) Working Days of the termination of this Agreement as aforesaid.

Termination by the Company and the Selling Shareholders. The terms of this This Agreement may be terminated by the Company and each of 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 negligence or misconduct and/ or default or breach (including alleged breach) on their the part of obligations under this Agreement and the Applicable Law by the respective Banker(s) Bankers to the OfferOffer or any breach of Clauses 9.4, 9.5, 9.7 and 9.8. Such termination shall be effective and operative only after (i) in the event that the Company and the Selling Shareholders simultaneously appoint, in consultation with the Lead Managersa substitute Escrow Collection Bank/ Public Offer Account Bank/ Refund Bank/ Sponsor Banks of equivalent standing and on terms, substitute banker(s) conditions and obligations substantially similar to the issue of equivalent standing; (ii) the substitute bankers to the issue for the Offer enters into an agreement, substantially in the form provisions of this Agreement, with . The erstwhile escrow Collection Bank / Refund Bank/ Public Offer Account Bank / Sponsor Banks shall continue to be liable for all actions or omissions until such termination becomes effective and the Company, duties and obligations contained herein until the Selling Shareholders, the Lead Managers, the Syndicate Member, the remaining appointment of substitute escrow collection bank, bank/ the public offer Offer account bank, bank/ refund bank and bank/ 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 Cash 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. The substitute escrow collection bank, the public offer account bank and/or refund bank and/or sponsor bank shall enter into an agreement, substantially in the form of this Agreement, with the Company, the Selling Shareholders, the BRLMs, the remaining Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Bank, if any, and the Registrar. 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 Cash Escrow Accounts, Public Offer Account or Refund Account to the substituted escrow collection bank, the public offer account bank and/or refund bank. For the 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 Cash Escrow Accounts or the Accounts/Public Offer Account or the Refund Account, save in accordance with provisions of Clause 3.2.33.2.

Termination by the Company and the Selling Shareholders. The terms of this This Agreement may be terminated by the Company and each of the Selling Shareholders, Shareholders in consultation with the Lead Managers, in respect of the respective Banker(s) to the OfferBRLMs, in the event of breach, fraud, gross negligence, negligence or wilful misconduct and/ or wilful default on their the part of obligations under this Agreement and the Applicable Law by the respective Banker(s) Banker to the OfferOffer or any breach of Clauses 8.4, 8.5, 8.7 and 8.8. Such termination shall be effective and operative only after (i) in the event that the Company and the Selling Shareholders simultaneously appoint, in consultation with the Lead ManagersBRLMs, a substitute banker(s) Escrow Collection Bank/ Public Offer Account Bank/ Refund Bank/ Sponsor Banks of equivalent standing and on terms, conditions and obligations substantially similar to the issue of equivalent standing; (ii) the substitute bankers to the issue for the Offer enters into an agreement, substantially in the form provisions of this Agreement, with . The erstwhile Escrow Collection Bank / Refund Bank/ Public Offer Account Bank / Sponsor Banks shall continue to be responsible for all actions until such termination becomes effective and the Company, duties and obligations contained herein until the Selling Shareholders, the Lead Managers, the Syndicate Member, the remaining appointment of substitute escrow collection bank, bank/ the public offer Offer account bank, bank/ refund bank and bank/ 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 Cash 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. The substitute escrow collection bank, the public offer account bank and/or refund bank and/or sponsor bank shall enter into an agreement, substantially in the form of this Agreement, with the Company, the Selling Shareholders, the BRLMs, the remaining Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Bank, if any, and the Registrar. 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 Cash Escrow Accounts, Public Offer Account or Refund Account to the substituted escrow collection bank, the public offer account bank and/or refund bank. For the 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 Cash Escrow Accounts or the Accounts/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 BRLMs appoint a new escrow collection bank, a public offer account bank, sponsor bank or refund bank or designate the existing Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank or the Sponsor Bank as a substitute for the retiring Escrow Collection Bank/ Public Offer Account Bank / Sponsor Bank/ Refund Banks within 14 (fourteen) days of the termination of this Agreement as aforesaid.

Termination by the Company and the Selling Shareholders. The terms of this This Agreement may be terminated by the Company and the Selling ShareholdersCompany, in consultation with the Lead ManagersBRLM, in respect of the respective Banker(s) to the OfferEscrow Collection Bank; or Public Offer Bank; or Refund Bank; or Sponsor Bank, in the event of breach, fraud, gross negligence, negligence or wilful misconduct and/ or default on their the part of obligations under this Agreement and such Escrow Collection Bank or the Applicable Law by the respective Banker(s) to the OfferPublic Offer Bank or Refund Bank or Sponsor Bank. Such termination shall be effective and operative only after (i) in the event that the Company and the Selling Shareholders simultaneously appoint, in consultation with the Lead ManagersBRLM, substitute banker(s) escrow collection bank, the Public Offer Bank, refund bank and / or sponsor bank of equivalent standing and on terms, conditions and obligations substantially similar to the issue provisions of equivalent standing; (ii) this Agreement. The erstwhile Escrow Collection Bank and / or the Public Offer Bank and / or the Refund Bank and / or the Sponsor Bank 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 escrow collection bank, the public offer bank, refund bank and / or sponsor bank, and the transfer of the Bid Amounts or other monies lying to the credit of the Cash Escrow Accounts, the Public Offer Account and/or Refund Account to the credit of the substitute bankers escrow collection bank, the public offer bank and/or refund bank. 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 issue for credit of the Cash Escrow Accounts, Public Offer enters Account or Refund Account to the substitute escrow collection bank, the public offer bank and / or refund bank. The substitute escrow collection bank, the public offer bank and/or refund bank and/or sponsor bank shall enter into an agreement, substantially in the form of this Agreement, with the Company, the Selling Shareholders, the Lead Managers, the Syndicate MemberBRLM, 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 the 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 Cash Escrow Accounts or the / Public Offer Account or the Refund Account, save in accordance with provisions of Clause 3.2.3.

Termination by the Company and the Selling Shareholders. The terms of this This Agreement may be terminated by the Company and Company, each of the Selling Shareholders, Shareholders in consultation with the Lead Managers, in respect of the respective Banker(s) to the OfferBRLMs, in the event of breach, fraud, gross negligence, wilful misconduct and/ or misconduct, breach (including alleged breach) and/or default on their the part of obligations under this Agreement and any of the Applicable Law by the respective Banker(s) Bankers to the OfferOffer or any breach of Clause 8 above. Such termination shall be effective effected by a prior notice of not less than two weeks in writing to all other Parties, and operative shall come into effect only after if and when (i) the Company and each of the Selling Shareholders simultaneously appoint, in consultation with the Lead ManagersBRLMs, a substitute banker(s) to the issue escrow collection bank/refund bank/public offer account bank/sponsor bank of equivalent standing; (ii) the substitute bankers to the issue for the Offer enters escrow collection bank/ public offer account bank/ refund bank/sponsor bank has entered into an agreement, agreement substantially in the form of this AgreementAgreement with the BRLMs, with the Company, each of 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, Shareholders and the RegistrarRegistrar agreeing to be bound by the terms, conditions and obligations herein; 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 the Refund Account to the substituted escrow account/ the collection / public offer account / refund account/ refund account opened with the substitute bankers to the issue for the Offer has been completed. Such The erstwhile Banker(s) to the Escrow Collection Bank/Refund Bank/Public Offer Account Bank/Sponsor Banks shall continue to perform all duties and obligations in terms of this Agreement, Agreement and to shall 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 bankeffective. For the avoidance of doubt, under no circumstances shall the Company and each of the Selling Shareholders be entitled to the receipt of or benefit of the amounts lying in the Escrow Accounts or the Account/Public Offer Account or the Refund Account, save in accordance with provisions of Clause 3.2.33.2.4. The Company and each of the Selling Shareholders may in consultation with the BRLMs appoint a new escrow collection bank, a public offer account bank, sponsor bank or refund bank or designate the existing Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank or the Sponsor Banks as a substitute for the retiring Escrow Collection Bank/ Public Offer Account Bank/Sponsor Bank/ Refund Bank within 14 (fourteen) days of the termination of this Agreement as aforesaid.

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 consultation with the Lead Managers, Shareholders 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 the 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) in the event that the Company and the Selling Shareholders appointsimultaneously appoints, in consultation with the Lead ManagersSelling Shareholders and the BRLMs, the substitute banker(s) to the issue offer of equivalent standing; (ii) the substitute bankers standing and on terms, conditions and obligations substantially similar to the issue for the Offer enters into an agreement, substantially in the form provisions 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 The erstwhile Banker(s) to the Offer 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 termination and the termination duties and obligations contained herein until the appointment of this Agreement becomes effective substitute banker(s) to the Offer, and the transfer of the Bid Amounts or other monies lying to the credit of the Escrow Accounts, the Public Offer Account and/or or Refund Account 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 substituted escrow account/ Escrow Accounts, Public Offer Account or Refund Account to the public substitute banker(s) to the Offer. The substitute banker(s) to the offer account/ refund account opened shall enter into an agreement substantially in the form of this Agreement, with the substitute Escrow Collection Bank/public offer account bank/refund bankBRLMs, 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.

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, Shareholders in respect of the respective Banker(s) Bankers 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 Offerits part. Such termination shall be effective effected by a prior notice of not less than two (2) weeks in writing, and operative shall only after come into effect if and when (i) the Company and the Selling Shareholders simultaneously appoint, in consultation with the Book Running Lead Managers, a substitute banker(s) banker to the issue of equivalent standing, who shall agree to terms, conditions and obligations similar to the provisions hereof; (ii) the substitute bankers banker(s) to the issue for the Offer enters into an agreement, agreement substantially in the form of this Agreement, with the Book Running Lead Managers, 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, Shareholders and the Registrar, ; and (iii) and the transfer of the Bid Amounts or other monies lying to the credit of the Escrow AccountAccounts, the Public Offer Account and/or or Refund Account have been transferred to the substituted escrow account/ the public offer account/ refund account opened with the substitute bankers Bankers to the issue for the Offer has been completedOffer. Such The erstwhile Banker(s) Bankers 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 duties and obligations contained herein, until the appointment of a substitute escrow collection bank, refund bank, public offer bank or sponsor bank, as the case may be, and the transfer of the Bid Amounts or other monies lying to the credit of the Escrow Accounts, the Public Offer Account and/or the Refund Account to the credit of the substituted substitute escrow account/ collection bank, the public offer account/ bank and/or refund account opened with bank, as applicable. Such termination shall be effected by prior written notice of not less than fourteen (14) days, and shall come into effect only on the substitute transfer of the amounts standing to the credit of the Escrow Collection Bank/Accounts, the Public Offer Account or the Refund Account to the substituted escrow collection bank, public offer account bank/bank or 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. The Company and the Selling Shareholders may, in consultation with the Book Running Lead Managers, appoint a new banker(s) to the Offer as a substitute for the retiring Banker(s) to the Offer within fourteen (14) Working Days of the termination of this Agreement as aforesaid.

Termination by the Company and the Selling Shareholders. The terms of this This Agreement may be terminated by the Company and the Selling Shareholders, Shareholders in consultation with the Lead Managers, in respect of the respective Banker(s) a Banker to the Offer, in the event of breach, fraud, gross negligence, negligence or wilful misconduct and/ or wilful default on their the part of obligations under such Banker to the Offer or any breach or alleged breach of this Agreement or material non-compliance of Applicable Laws or any breach of Clauses 9.4, 9.5, 9.7 and the Applicable Law by the respective Banker(s) to the Offer9.8. Such termination shall be effective and operative only after (i) in the event that the Company and the Selling Shareholders simultaneously appoint, in consultation with the Lead Managers, a substitute banker(s) Escrow Collection Bank/ Public Offer Account Bank/ Refund Bank/ Sponsor Banks of equivalent standing and on terms, conditions and obligations substantially similar to the issue of equivalent standing; (ii) the substitute bankers to the issue for the Offer enters into an agreement, substantially in the form provisions of this Agreement, with . The erstwhile Escrow Collection Bank / Refund Bank/ Public Offer Account Bank / Sponsor Banks shall continue to be liable any breach of the Company, terms of this until such termination becomes effective and the Selling Shareholders, duties and obligations contained herein until the Lead Managers, the Syndicate Member, the remaining appointment of substitute escrow collection bank, bank/ the public offer Offer account bank, bank/ refund bank and bank/ 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. The substitute escrow collection bank, the public offer account bank and/or refund bank and/or sponsor banks shall enter into an agreement, substantially in the form of this Agreement, with the Company, the Selling Shareholders, the Lead Managers, the remaining Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks, if any, and the Registrar. 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 substituted escrow collection bank, the public offer account bank and/or refund bank. For the 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 Accounts/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 Lead Managers appoint a new escrow collection bank, a public offer account bank, sponsor banks or refund bank or designate the existing Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank or the Sponsor Banks as a substitute for the retiring Escrow Collection Bank/ Public Offer Account Bank / Sponsor Banks/ Refund Banks within 14 days of the termination of this Agreement as aforesaid.