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

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.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

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Termination by the Company and the Selling Shareholders. (a) The terms of this This Agreement may be terminated by the Company and Company, each the Selling Shareholders Shareholders, in respect of the respective Banker(s) to Escrow Collection Bank and/or the OfferRefund Bank and/or the Public Offer Account Bank and/or the Sponsor Banks, in the event of breach, fraud, gross negligence, wilful negligence or misconduct and/ or default on the part of the respective Banker(s) to Escrow Collection Bank and/or the OfferRefund 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 simultaneously appointsand the Selling Shareholders, in consultation with the Selling Shareholders and the BRLMsBook Running Lead Managers, the simultaneously appoint a substitute banker(sescrow collection bank and/or refund bank and/or public offer account bank and/or sponsor bank(s) to the offer of equivalent standing and on standing, which escrow collection bank and/or refund bank and/or public offer account bank and/or sponsor bank(s) shall agree to terms, conditions and obligations substantially similar to the provisions of this Agreementhereof. The erstwhile Banker(sEscrow Collection Bank, Refund Bank, Public Offer Account Bank and Sponsor Bank(s) to the Offer, shall continue to be liable for all actions or omissions until such termination becomes effective and the duties and obligations contained herein until the appointment of a substitute banker(sescrow collection bank or refund bank or the public offer account bank or the sponsor bank(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 or and/or the Refund Account, as the case may be, Account to the substituted credit of the substitute escrow accountscollection bank, the public offer account or bank and/or refund accountbank. Such termination shall be effected by a prior written notice of not less than two weeks in writingfourteen (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 substitute banker(s) to substituted escrow collection bank, the Offerpublic offer account bank or refund bank. The substitute banker(sescrow collection bank, the public offer account bank and/or refund bank and/or sponsor(s) to the offer bank shall enter into an agreement agreement, substantially in the form of this Agreement, with the BRLMs, the Company, the Selling Shareholders, the Syndicate Member members of the Syndicate, the remaining escrow collection bank, public offer account bank, refund bank 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, Company and the Selling Shareholders may in consultation with the Selling Shareholders and Book Running Lead Managers appoint a new escrow collection bank, public offer account bank, refund bank or sponsor bank or designate one of the BRLMsexisting Escrow Collection Bank, may appoint the new banker(s) to the offer Public Offer Account Bank, Refund Bank or Sponsor Banks as a substitute for the retiring Banker(s) to Escrow Collection Bank, the Public Offer Account Bank or Refund Bank within 14 fourteen (fourteen14) Working Days of the termination of this Agreement as aforesaid.

Appears in 1 contract

Samples: Escrow and Sponsor Bank Agreement

Termination by the Company and the Selling Shareholders. (a) The terms of this This Agreement may be terminated by the Company and each of the Selling Shareholders in respect of consultation with the respective Banker(s) to the OfferBRLMs, in the event of fraud, gross negligence, negligence or wilful misconduct and/ or wilful default on the part of 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 operative only in the event that the Company and the Selling Shareholders simultaneously appointsappoint, in consultation with the Selling Shareholders and the BRLMs, the a substitute banker(s) to the offer Escrow Collection Bank/ Public Offer Account Bank/ Refund Bank/ Sponsor Banks of equivalent standing and on terms, conditions and obligations substantially similar to the provisions of this Agreement. The erstwhile Banker(s) to the Offer, Escrow Collection Bank / Refund Bank/ Public Offer Account Bank / Sponsor Banks shall continue to be liable responsible for all actions or omissions until such termination becomes effective and the duties and obligations contained herein until the appointment of substitute banker(s) to escrow collection bank/ the Offerpublic Offer account bank/ refund bank/ 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 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 or Bank, Refund AccountBank and Sponsor Bank, as if any, and the case may be, to the substituted escrow accounts, public offer account or refund accountRegistrar. Such termination shall be effected by a prior notice of not less than two weeks in writing, 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 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 BRLMssubstituted escrow collection bank, the Company, the Selling Shareholders, the Syndicate Member and the Registrarpublic 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, Company and the Selling Shareholders may in consultation with the Selling Shareholders and BRLMs appoint a new escrow collection bank, a public offer account bank, sponsor bank or refund bank or designate the BRLMsexisting Escrow Collection Bank, may appoint the new banker(s) to Public Offer Account Bank, the offer Refund Bank or the Sponsor Bank as a substitute for the retiring Banker(s) to the Escrow Collection Bank/ Public Offer Account Bank / Sponsor Bank/ Refund Banks within 14 (fourteen) Working Days days of the termination of this Agreement as aforesaid.

Appears in 1 contract

Samples: rkswamy.com

Termination by the Company and the Selling Shareholders. (a) The terms of this This Agreement may be terminated by the Company and Company, each of the Selling Shareholders in respect of consultation with the respective Banker(s) to the OfferBRLMs, in the event of fraud, gross negligence, wilful misconduct and/ or misconduct, breach (including alleged breach) and/or default on the part of any of the respective Banker(s) Bankers 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 Offer or any breach 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 accountClause 8 above. Such termination shall be effected by a prior notice of not less than two weeks in writingwriting to all other Parties, and shall come into effect only on transfer if and when (i) the Company and each of the amounts standing to Selling Shareholders simultaneously appoint, in consultation with the credit BRLMs, a substitute escrow collection bank/refund bank/public offer account bank/sponsor bank of the Escrow Accounts, Public Offer Account or Refund Account to equivalent standing; (ii) the substitute banker(s) to the Offer. The substitute banker(s) to the escrow collection bank/ public offer shall enter account bank/ refund bank/sponsor bank has entered into an agreement substantially in the form of this Agreement, Agreement with the BRLMs, the Company, each of the Selling ShareholdersShareholders and the Registrar agreeing to be bound by the terms, conditions and obligations herein; and (iii) the transfer of the Bid Amounts or other monies lying to the credit of the Escrow Account, the Syndicate Member Public Offer Account and/or the Refund Account to the substituted escrow collection / public offer account / refund account/ has been completed. The erstwhile Escrow Collection Bank/Refund Bank/Public Offer Account Bank/Sponsor Banks shall continue to perform all duties and obligations in terms of this Agreement and shall be liable for all actions or omissions until such time the Registrartermination of this Agreement becomes effective. 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, Company and each of the Selling Shareholders may in consultation with the Selling Shareholders and BRLMs appoint a new escrow collection bank, a public offer account bank, sponsor bank or refund bank or designate the BRLMsexisting Escrow Collection Bank, may appoint the new banker(s) to Public Offer Account Bank, the offer Refund Bank or the Sponsor Banks as a substitute for the retiring Banker(s) to the Escrow Collection Bank/ Public Offer Account Bank/Sponsor Bank/ Refund Bank within 14 (fourteen) Working Days days of the termination of this Agreement as aforesaid.

Appears in 1 contract

Samples: Escrow and Sponsor Bank Agreement

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) Bankers to the Offer, in the event of breach, fraud, gross negligence, wilful misconduct and/ or default on the part of the respective Banker(s) to the Offerits part. Such termination shall be operative effected by a prior notice of not less than two (2) weeks in writing, and shall only in the event that come into effect if and when (i) the Company and the Selling Shareholders simultaneously appointsappoint, in consultation with the Selling Shareholders Book Running Lead Managers, a substitute banker to the issue of equivalent standing, who shall agree to terms, conditions and obligations similar to the BRLMs, provisions hereof; (ii) the substitute banker(s) to the offer of equivalent standing and on terms, conditions and obligations Offer enters into an agreement substantially similar to in the provisions form of this Agreement, with the Book Running Lead Managers, the Company, the Selling Shareholders and the Registrar; and (iii) the Bid Amounts or other monies lying to the credit of the Escrow Accounts, Public Offer Account or Refund Account have been transferred to the substituted escrow account/ the public offer account/ refund account opened with the substitute Bankers to the Offer. The erstwhile Banker(s) Bankers to the Offer, Offer shall continue to be liable for all actions or omissions until such termination becomes effective and the duties and obligations contained herein herein, until the appointment of a substitute banker(s) to escrow collection bank, refund bank, public offer bank or sponsor bank, as the Offercase may be, and the transfer of the Bid Amounts or other monies lying to the credit of the Escrow Accounts, the Public Offer Account or and/or the Refund AccountAccount to the credit of the substitute escrow collection bank, the public offer bank and/or refund bank, as the case may be, to the substituted escrow accounts, public offer account or refund accountapplicable. Such termination shall be effected by a prior written notice of not less than two weeks in writingfourteen (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 substitute banker(s) to the Offer. The substitute banker(s) to the substituted escrow collection bank, public 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 Registrarbank 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 CompanyCompany and the Selling Shareholders may, in consultation with the Selling Shareholders and the BRLMsBook Running Lead Managers, may appoint the a new banker(s) to the offer Offer as a substitute for the retiring Banker(s) to the Offer within 14 fourteen (fourteen14) Working Days of the termination of this Agreement as aforesaid.

Appears in 1 contract

Samples: Escrow and Sponsor Bank Agreement

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 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 BRLMsLead Managers, 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 BRLMsLead Managers, the Company, the Selling Shareholders, the Syndicate Member 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 BRLMsLead Managers, 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.

Appears in 1 contract

Samples: Share Escrow Agreement

Termination by the Company and the Selling Shareholders. (a) The terms of this This Agreement may be terminated by the Company and each of the Selling Shareholders in respect of the respective Banker(s) to the OfferShareholders, in the event of fraud, gross negligence, wilful negligence or misconduct and/ or default or breach (including alleged breach) on the part of the respective Banker(s) Bankers to the OfferOffer or any breach of Clauses 9.5, 9.6, 9.8 and 9.9. Such termination shall be operative only in the event that the Company simultaneously appoints, in consultation with and the Selling Shareholders and the BRLMssimultaneously appoint, the a substitute banker(s) to the offer Escrow Collection Bank/ Public Offer Account Bank/ Refund Bank/ Sponsor Banks of equivalent standing and on terms, conditions and obligations substantially similar to the provisions of this Agreement. The erstwhile Banker(s) to the Offer, 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 duties and obligations contained herein until the appointment of substitute banker(s) to escrow collection bank/ the Offerpublic Offer account bank/ refund bank/ 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 or and/or Refund Account, as the case may be, Account to the substituted escrow accounts, account/ the public offer account/ refund account opened with the substitute Escrow Collection Bank/public offer account or bank/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 Offerbank. The substitute banker(s) to escrow collection bank, the public offer account bank and/or refund bank and/or sponsor bank shall enter into an agreement agreement, substantially in the form of this Agreement, with the BRLMs, the Company, the Selling Shareholders, the Syndicate Member BRLMs, the remaining Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Bank, if any, 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.Such

Appears in 1 contract

Samples: www.jnkindia.com

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Termination by the Company and the Selling Shareholders. (a) The terms of this This Agreement may be terminated by the Company and the Selling Shareholders in respect of the respective Banker(s) to the OfferShareholders, in the event of fraud, gross negligence, wilful negligence or misconduct and/ or breach (including alleged breach) or default on the part of the respective Banker(s) Bankers to the OfferOffer or any breach of Clauses 9.3, 9.4, 9.5, 9.6, and 9.7. Such termination shall be operative only in the event that the Company simultaneously appoints, in consultation with and the Selling Shareholders and the BRLMssimultaneously appoint, the a substitute banker(s) to the offer Escrow Collection Bank/ Public Offer Account Bank/ Refund Bank/ Sponsor Banks of equivalent standing and on terms, conditions and obligations substantially similar to the provisions of this AgreementAgreement 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. The erstwhile Banker(s) to the Offer, 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 duties and obligations contained herein until the appointment of substitute banker(s) to escrow collection bank/ the Offerpublic Offer account bank/ refund bank/ 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 or and/or Refund Account, as the case may be, Account to the substituted escrow accounts, account/ the public offer account/ refund account opened with the substitute Escrow Collection Bank/public offer account or bank/refund accountbank is completed. Such termination shall be effected by a prior notice of not less than two weeks in writing, 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 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 BRLMssubstituted escrow collection bank, the Company, the Selling Shareholders, the Syndicate Member and the Registrarpublic 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, in consultation with Company and the Selling Shareholders and the BRLMs, may appoint a new escrow collection bank, a public offer account bank, sponsor bank or refund bank or designate the new banker(s) to existing Escrow Collection Bank, the offer Public Offer Account Bank, the Refund Bank or the Sponsor Banks as a substitute for the retiring Banker(s) to the Escrow Collection Bank/ Public Offer Account Bank / Sponsor Bank/ Refund Banks within 14 (fourteen) Working Days days of the termination of this Agreement as aforesaid.

Appears in 1 contract

Samples: www.emcure.com

Termination by the Company and the Selling Shareholders. (a) The terms of this This Agreement may be terminated by the Company and Company, the Selling Shareholders in respect of consultation with the respective Banker(s) to the OfferBRLMs, in the event of fraud, gross negligence, negligence or misconduct or wilful misconduct and/ or default on the part of either of the respective Banker(s) Bankers 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 Offer or any breach 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 accountClause 8 above. Such termination shall be effected by a prior notice of not less than two weeks in writingwriting to all the other Parties, and shall come into effect only on transfer if and when (i) the Company and the Selling Shareholders simultaneously appoint, in consultation with the BRLMs, a substitute escrow collection bank/ refund bank/ public offer account bank/ sponsor bank of the amounts standing to the credit of the Escrow Accountsequivalent standing, Public Offer Account or Refund Account to (ii) the substitute banker(s) to escrow collection bank, the Offer. The substitute banker(s) to public offer account bank and/ or the offer shall enter refund bank and/or the sponsor banks has entered into an agreement agreement, substantially in the form of this Agreement, with the BRLMs, the Company, the Selling Shareholders, the Syndicate Member BRLMs, the remaining escrow collection bank, public offer account bank, refund bank and sponsor bank, if any, and the Registrar, and (iii) 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 escrow collection bank/public offer account bank/refund bank. The erstwhile Escrow Collection Bank, Refund Bank, Public Offer Account Bank and Sponsor Banks, as applicable, shall continue to perform all duties and obligations in terms of this Agreement until such termination of this Agreement becomes effective. Accordingly, the erstwhile Escrow Collection Bank, Refund Bank, Public Offer Account Bank and Sponsor Banks, as applicable shall be liable for all actions or omissions until such termination becomes effective. 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, Company and the Selling Shareholders may in consultation with the Selling Shareholders and BRLMs appoint a new escrow collection bank, a public offer account bank, sponsor bank or refund bank or designate one of the BRLMsexisting Escrow Collection Bank, may appoint the new banker(s) to the offer Public Offer Account Bank, Sponsor Banks or Refund Bank as a substitute for the retiring Banker(sEscrow Collection Bank, the Public Offer Account Bank, Sponsor Bank or Refund Bank within fourteen (14) to the Offer within 14 (fourteen) Working Days days of the termination of this Agreement as aforesaid.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

Termination by the Company and the Selling Shareholders. (a) The terms of this This Agreement may be terminated by the Company and the Selling Shareholders in respect of the respective Banker(s) to the OfferShareholders, in the event of fraud, gross negligence, wilful negligence or misconduct and/ or breach (including alleged breach) or default on the part of the respective Banker(s) Bankers to the OfferOffer or any breach of Clauses 9.3, 9.4, 9.5, 9.6, and 9.7. Such termination shall be operative only in the event that the Company simultaneously appoints, in consultation with and the Selling Shareholders and the BRLMssimultaneously appoint, the a substitute banker(s) to the offer Escrow Collection Bank/ Public Offer Account Bank/ Refund Bank/ Sponsor Banks of equivalent standing and on terms, conditions and obligations substantially similar to the provisions of this AgreementAgreement with the Company, the Selling Shareholders, the Managers, the remaining Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks, if any, and the Registrar to the Offer. The erstwhile Banker(s) to the Offer, 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 duties and obligations contained herein until the appointment of substitute banker(s) to escrow collection bank/ the Offerpublic 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 or and/or Refund Account, as the case may be, Account to the substituted escrow accounts, account/ the public offer account/ refund account opened with the substitute Escrow Collection Bank/public offer account or bank/refund accountbank is completed. Such termination shall be effected by a prior notice of not less than two weeks in writing, 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 BRLMssubstituted escrow collection bank, the Company, the Selling Shareholders, the Syndicate Member and the Registrarpublic 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, in consultation with Company and the Selling Shareholders and the BRLMs, may appoint a new escrow collection bank, a public offer account bank, sponsor bank or refund bank or designate the new banker(s) to existing Escrow Collection Bank, the offer Public Offer Account Bank, the Refund Bank or the Sponsor Banks as a substitute for the retiring Banker(s) to the Escrow Collection Bank/ Public Offer Account Bank / Sponsor Bank/ Refund Banks within 14 (fourteen) Working Days days of the termination of this Agreement as aforesaid.

Appears in 1 contract

Samples: www.credobrands.in

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