Common use of Termination by the Lead Managers Clause in Contracts

Termination by the Lead Managers. Notwithstanding anything contained in this Agreement, the Lead Managers may at its sole discretion, unilaterally terminate this Agreement in respect of itself immediately by a notice in writing: (i) if any of the representations, warranties, covenants, undertakings, declarations or statements made by the Company, its Directors and/or the Selling Shareholders in the Offer Documents, advertisements, publicity materials or any other media communication in relation to the Offer, or in this Agreement or the Engagement Letter, or otherwise in relation to the Offer is determined by such Manager to be untrue or misleading; (ii) if there is any non-compliance or breach (which is not remedied in accordance with Clause 12 of the Offer Agreement) by any of the Company, the Selling Shareholders or their respective Affiliates of Applicable Law in connection with the Offer or its obligations, representations, warranties, covenants or undertakings under this Agreement or the Engagement Letter; (iii) if the Offer is postponed or withdrawn or abandoned for any reason prior to 12 (twelve) months from the date of the Engagement Letter; or (iv) in the event that: (a) trading generally on any of the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 Limited, the National Stock Exchange of India Limited, the London Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market, the Singapore Stock Exchange or the Hong Kong Stock Exchange has been suspended or materially limited or minimum or maximum prices for trading have been fixed, or maximum ranges have been required, by any of these exchanges or by the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority or any other applicable Governmental Authority or a material disruption has occurred in commercial banking, securities settlement, payment or clearance services in the United Kingdom or the United States or with respect to the Clearstream or Euroclear systems in Europe or in any of the cities of Kolkata, Mumbai, Chennai or New Delhi; (b) a general banking moratorium shall have been declared by Indian, United Kingdom, United States Federal, New York State, Singapore or Hong Kong authorities; (c) there shall have occurred a material adverse change or any development involving a prospective material adverse change in the financial markets in India, the United States, United Kingdom or the international financial markets, any outbreak of hostilities or terrorism or pandemic or escalation thereof or any calamity or crisis or any other change or development involving a prospective change in 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 Manager impracticable or inadvisable to proceed with the offer, sale, transfer, delivery or listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents; (d) the absence of, in the sole opinion of the Managers, any Material Adverse Change; or (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 or the Promoter Selling 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 Registrar of Companies, the Stock Exchanges or any other Governmental Authority, that, in the sole judgment of the Managers, is material and adverse and makes it impracticable or inadvisable to proceed with the issue, offer, sale, transfer, allotment, delivery or listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents.

Termination by the Lead Managers. Notwithstanding anything contained in this Agreement, the Lead Managers may at its sole discretion, unilaterally terminate this Agreement in respect Agreement, upon service of itself immediately by a notice in writingwriting to the other Parties, if after the execution and delivery of this Agreement and prior to Allotment: (ia) if any of the representations, warranties, covenants, undertakings, declarations undertakings or statements made by the Company, its Directors and/or the Selling Shareholders in the Offer Documents, advertisements, publicity materials or any other media communication as may be applicable in each case in relation to the OfferOffer (including any statutory advertisements and communications), or in this Agreement or the Engagement Letter, Letter or otherwise in relation to the Offer is are determined by such Manager the Lead Managers to be inaccurate, untrue or misleading, either affirmatively or by omission; (iib) 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 (which is not remedied in accordance with Clause 12 of by the Offer Agreement) by any of the Company, Company or the Selling Shareholders or their respective Affiliates Shareholders, of Applicable Law in connection with relation to the Offer or its obligationsof their respective undertakings, representations, warranties, covenants or undertakings obligations under this Agreement, the Offer Agreement or the Engagement Letter; (iii) 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: (ad) trading generally on any of the BSE LimitedStock Exchanges, the National London Stock Exchange of India LimitedExchange, the London Hong Kong Stock Exchange, Singapore Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market, the Singapore Stock Exchange or in the Hong Kong Stock Exchange Nasdaq Global Market has been suspended or materially limited or minimum or maximum prices for trading have been fixed, or maximum ranges have been required, by any of these exchanges or by the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority or any other applicable Governmental Authority or a material disruption has occurred in commercial banking, securities settlement, payment or clearance services in the United Kingdom or the United States or with respect to the Clearstream or Euroclear systems in Europe or in any of the cities of Kolkata, Mumbai, Chennai or Mumbai and New DelhiDelhi shall have occurred; (be) a general banking moratorium shall have been declared by Indian, the United Kingdom, Hong Kong, Singapore, United States Federal, Federal or New York State, Singapore or Hong Kong State authorities; (cf) there shall have occurred a material adverse change or in the sole opinion of the Lead Managers, any development involving a prospective material adverse change Material Adverse Change in the financial markets in India, the United StatesKingdom, Hong Kong, Singapore, the United Kingdom States or the international financial markets, any outbreak of hostilities or terrorism or pandemic or escalation thereof or any pandemic, calamity or crisis or any other change or development involving a prospective change in IndianUnited States, the United StatesKingdom, United Kingdom Hong Kong, Singapore, Indian 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 Manager Lead Managers, impracticable or inadvisable to proceed with the offer, sale, transferallotment, delivery or listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents;; or (dg) the absence ofthere shall have occurred, in the sole opinion of the Lead Managers, any Material Adverse ChangeChange 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 (eh) there shall have occurred any regulatory change, or any development involving a prospective regulatory change (including including, a change in the regulatory environment in which the Company or the Promoter Selling Shareholder operate operates or a change in the regulations and guidelines governing the terms of the Offer) or any order order, action, investigation or directive from the SEBI, the Registrar of CompaniesRoC, the Stock Exchanges BSE, NSE, SEC or any other Governmental Authority, Authority that, in the sole judgment of the Lead Managers, is material and adverse and that makes it it, in the sole judgment of the Lead Managers, impracticable or inadvisable to proceed with the issue, offer, sale, transfer, allotment, delivery or listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents.

Termination by the Lead Managers. Notwithstanding anything contained in this Agreement, the Lead Managers may at its sole discretion, unilaterally terminate this Agreement in respect Agreement, upon service of itself immediately by a notice in writingwriting to the other Parties, if after the execution and delivery of this Agreement and prior to Allotment: (ia) if any of the representations, warranties, covenants, undertakings, declarations undertakings or statements made by the Company, its Directors and/or the Selling Shareholders in the Offer Documents, the Supplemental Offer Material, the Offer Agreement or the Engagement Letter, advertisements, publicity materials or any other media communication communication, as may be applicable in each case in relation to the Offer, or in this Agreement or the Engagement Letter, or otherwise in relation to the Offer is are determined by such Manager the Lead Managers to be inaccurate, untrue or misleading, either affirmatively or by omission; (iib) 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 (which is not remedied in accordance with Clause 12 of by the Offer Agreement) by any of the Company, Company or the Selling Shareholders or their respective Affiliates Shareholders, of Applicable Law in connection with relation to the Offer or its obligationsof their respective undertakings, representations, warranties, covenants or undertakings obligations under this Agreement, the Offer Agreement or the Engagement Letter; (iii) 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 (ivd) in the event thatevent: (ai) trading generally on any of the BSE LimitedStock Exchanges, the National London Stock Exchange of India LimitedExchange, the London Hong Kong Stock Exchange, Singapore Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market, the Singapore Stock Exchange or in the Hong Kong Stock Exchange Nasdaq Global Market has been suspended or materially limited or minimum or maximum prices for trading have been fixed, or maximum ranges have been required, by any of these exchanges or by the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority or any other applicable Governmental Authority or a material disruption has occurred in commercial banking, securities settlement, payment or clearance services in the United Kingdom or the United States or with respect to the Clearstream or Euroclear systems in Europe or in any of the cities of Kolkata, Mumbai, Chennai or Mumbai and New DelhiDelhi shall have occurred; (bii) a general banking moratorium shall have been declared by Indian, the United Kingdom, Hong Kong, Singapore, United States Federal, Federal or New York State, Singapore or Hong Kong State authorities; (ciii) there shall have occurred a material adverse change or in the sole opinion of the Lead Managers, any development involving a prospective material adverse change in the financial markets in India, the United StatesKingdom, Hong Kong, Singapore, the United Kingdom States or the international financial markets, any outbreak of hostilities or terrorism or pandemic or escalation thereof or any pandemic (man-made or natural), calamity or crisis or any other change or development involving a prospective change in IndianUnited States, the United StatesKingdom, United Kingdom Hong Kong, Singapore, Indian 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 Manager Lead Managers, impracticable or inadvisable to proceed with the offer, sale, transferallotment, delivery or listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents; (div) the absence ofthere shall have occurred, in the sole opinion of the Lead Managers, any Material Adverse ChangeChange 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 (ev) there shall have occurred any regulatory change, or any development involving a prospective regulatory change (including including, a change in the regulatory environment in which the Company or the Promoter Selling Shareholder operate operates or a change in the regulations and guidelines governing the terms of the Offer) or any order or directive from the SEBI, the Registrar of CompaniesRoC, the Stock Exchanges BSE, NSE, SEC or any other Governmental Authority, Authority that, in the sole judgment of the Lead Managers, is material and adverse and that makes it it, in the sole judgment of the Lead Managers, impracticable or inadvisable to proceed with the issue, offer, sale, transfer, allotment, delivery or listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents.

Termination by the Lead Managers. 11.1.d.1. Notwithstanding anything contained in this Agreement, the Lead Managers may at its sole discretion, unilaterally terminate this Agreement in respect Agreement, individually or jointly upon service of itself immediately by a notice in writingwriting 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: (ia) if any of the representations, warranties, covenants, undertakings, declarations or statements made by the Company, its Directors Directors, and/or the Selling Shareholders in the Offer Documents, advertisements, publicity materials or any other media communication in relation to the Offer, or in this Agreement or the Engagement Fee Letter, or otherwise in relation to the Offer is determined by such Manager to be untrue misleading either affirmatively or misleadingby omission; (iib) if there is any non-compliance or breach (which is not remedied in accordance with Clause 12 of the Offer Agreement) by any of the Company, Company or the Selling Shareholders or their respective Affiliates of Applicable Law in connection with the Offer or its respective obligations, representations, warranties, covenants or undertakings under this Agreement or the Engagement Fee Letter; (iiic) if the Offer is postponed or withdrawn or abandoned for any reason prior to 12 (twelve) months from the date of the Engagement Fee Letter; or; (iv) in the event that: (ad) trading generally on any of the BSE Limited, the National Stock Exchange of India Limited, the London Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market, the Singapore Stock Exchange or the Hong Kong Stock Exchange has been suspended or materially limited or minimum or maximum prices for trading have been fixed, or maximum ranges have been required, by any of these exchanges or by the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority or any other applicable Governmental Authority or a material disruption has occurred in commercial banking, securities settlement, payment or clearance services in the United Kingdom or the United States or with respect to the Clearstream or Euroclear systems in Europe or in any of the cities of Kolkata, Mumbai, Mumbai Chennai or New Delhi; (be) a general banking moratorium shall have been declared by Indian, United Kingdom, United States Federal, Federal or New York State, Singapore or Hong Kong authorities; (cf) there shall have occurred a material adverse change or any development involving a prospective material adverse change in the financial markets in India, the United States, United Kingdom or the international financial markets, any escalation of the existing impact of the COVID-19 pandemic or outbreak of a new pandemic, or hostilities or terrorism or pandemic or escalation thereof or any calamity or crisis or any other change or development involving a prospective change in 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 Manager impracticable or inadvisable to proceed with the offer, sale, transfer, delivery or listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents; (d) the absence of, in the sole opinion of the Managers, any Material Adverse Change; or (e) or 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 or the Promoter Selling 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 Registrar of Companies, the Stock Exchanges or any other Governmental Authority, Material Adverse Change that, in the sole judgment of the Managers, is material and adverse and makes it impracticable or inadvisable to proceed with the issue, offer, sale, transfer, allotment, delivery or listing of the Equity Shares on the terms and in the manner contemplated in the Offer Documents; and 11.1.d.2. Notwithstanding anything to the contrary contained in this Agreement, the Company, the Selling Shareholders (with respect to itself) or any Lead Managers (with respect to itself) may terminate this Agreement without cause upon giving fifteen (15) days’ prior written notice at any time prior to the execution of the Underwriting Agreement. Following the execution of the Underwriting Agreement, the Offer may be withdrawn and/or the services of the Lead Managers terminated only in accordance with the terms of the Underwriting Agreement. 11.1. d.3. The termination of this Agreement in respect of one Lead Manager or Selling Shareholder shall not mean that this Agreement is automatically terminated in respect of any of the other Lead Manager or Selling Shareholder and this Agreement and the Fee Letter shall continue to be operational between the Company, the Selling Shareholders and the surviving Lead Managers. Further, in such an event, the roles and responsibilities of the exiting Lead Manager shall be carried out as agreed by the surviving Lead Managers and as mutually agreed in writing between the Parties.