Common use of DEPOSIT OF FINAL OFFERED SHARES AND ESCROW TERM Clause in Contracts

DEPOSIT OF FINAL OFFERED SHARES AND ESCROW TERM. 3.1 The Promoter Selling Shareholder agrees to and confirms that their Offered Shares shall be debited from their Promoter Selling Shareholder’s Demat Account and credited to the Escrow Demat Account subsequent to receipt of confirmation of the opening of the Escrow Demat Account in accordance with Clause 2(i), and in any event on or prior to the Deposit Date. It is hereby clarified that the above debit of the Offered Shares from the Promoter Selling Shareholder’s Demat Account and the credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by the Promoter Selling Shareholder in favor of the Share Escrow Agent or any other person and the Promoter Selling Shareholder shall continue to fully enjoy all the rights associated with their Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the Promoter Selling Shareholder, in accordance with the terms of this Agreement and shall, on behalf of the Promoter Selling Shareholder instruct the Depositories not to recognize any transfer which is not in accordance with the terms of this Agreement. The Share Escrow Agent shall provide a written confirmation on the credit of the Final Offered Shares to the Escrow Demat Account to the Company, the Promoter Selling Shareholder and the Lead Manager, in a form as set out in Annexure E on the same Working Day on which the Final Offered Shares have been credited to the Escrow Demat Account. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within ten (10) Working Days of credit of the Final Offered Shares to the Escrow Demat Account or on such other date as may be mutually agreed between the Company, the Promoter Selling Shareholder and the Lead Manager, the Share Escrow Agent shall immediately and in any case within (1) Working Day upon receipt of instructions from the Company in writing, in a form as set out in Annexure F, debit the Final Offered Shares from the Escrow Demat Account and credit them back to the Promoter Selling Shareholder’s Demat Account from which such shares were originally credited to the Escrow Demat Account by the Promoter Selling Shareholder pursuant to this Clause 3.1. Once the Final Offered Shares are credited back to the Promoter Selling Shareholder’s Demat Account, if the Company and the Promoter Selling Shareholder, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, and a new Deposit Date is determined, the Promoter Selling Shareholder shall debit the Offered Shares from its Promoter Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the new Deposit Date.

DEPOSIT OF FINAL OFFERED SHARES AND ESCROW TERM. 3.1 The Promoter Each Selling Shareholder agrees to and confirms that shall debit their respective portion of the Final Offered Shares shall be debited from their Promoter respective Selling Shareholder’s Demat Account and credited credit such portion of the Final Offered Shares to the Escrow Demat Account subsequent to receipt of confirmation of the opening of the Escrow Demat Account in accordance with Clause 2(i), and in any event on or prior to the Deposit Date. It is hereby clarified that the above debit of the Offered Shares from the Promoter Selling Shareholder’s Demat Account and the credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by the Promoter Selling Shareholder in favor of the Share Escrow Agent or any other person and the Promoter Selling Shareholder shall continue to fully enjoy all the rights associated with their Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the Promoter Selling Shareholder, in accordance with the terms of this Agreement and shall, on behalf of the Promoter Selling Shareholder instruct the Depositories not to recognize any transfer which is not in accordance with the terms of this Agreement. The Share Escrow Agent shall provide a written confirmation immediately on the credit of the Final Offered Shares to the Escrow Demat Account to the Company, the Promoter Selling Shareholder Shareholders and the Lead ManagerBRLMs, in a form as set out in Annexure E E, on the same Working Day on which that all of the Final Offered Shares have been are credited to the Escrow Demat Account. It is hereby clarified that the above-mentioned debit of the Final Offered Shares from the Selling Shareholders’ Demat Account and the credit of such Final Offered Shares to the Escrow Demat Account shall not be construed or deemed as a Transfer by the Selling Shareholders in favour of the Share Escrow Agent or any other Person and the Selling Shareholders shall continue to enjoy the rights attached to such Final Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Final Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for the respective Selling Shareholders in accordance with the terms of this Agreement and shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus RHP is not filed with the RoC within ten (10) Working Days of credit of the Final Offered Shares to the Escrow Demat Account or on such other date as may be mutually agreed between the Company, the Promoter Selling Shareholder Shareholders and the Lead ManagerBRLMs, the Share Escrow Agent shall immediately and in any case within (1) Working Day upon receipt of instructions from the Company in writing, in a form as set out in Annexure F, debit the Final Offered Shares from the Escrow Demat Account and credit them back to the Promoter respective Selling Shareholder’s Shareholders’ Demat Account from which such shares were originally credited to the Escrow Demat Account by the Promoter Selling Shareholder Shareholders pursuant to this Clause 3.1. Once the Final Offered Shares are credited back to the Promoter Selling Shareholder’s Shareholders’ Demat AccountAccounts, if the Company and the Promoter Selling ShareholderShareholders, jointly and not severally, desire to file the Red Xxxxxxx Prospectus RHP with the RoC, and a new Deposit Date is determinedRoC in connection with the Offer, the Promoter Selling Shareholder Shareholders shall debit the Offered Shares from its Promoter the respective Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than in accordance with this Agreement, or as mutually agreed between the new Deposit Date.Company, the Selling Shareholders and the BRLMs

DEPOSIT OF FINAL OFFERED SHARES AND ESCROW TERM. 3.1 The Promoter Selling Shareholder agrees to and confirms shall ensure that they debit their Final Offered Shares shall be debited from their Promoter the Selling Shareholder’s Shareholder Demat Account and credited credit such Final Offered Shares to the Escrow Demat Account subsequent to receipt of confirmation of the opening of the Escrow Demat Account in accordance with Clause 2(i), and in any event 2.1 on or prior to the Deposit Date. It is hereby clarified that In relation to the above debit transfer of the Final Offered Shares from by the Promoter Selling Shareholder’s Shareholder to the Escrow Demat Account and Account, a prior written confirmation, shall be provided by the credit Company setting out, the number of the Final Offered Shares to be transferred to the Escrow Demat Account shall not based on the estimated valuation/ Price Band and such other details as may be construed or deemed as a required to effect the transfer of title or any legal or beneficial ownership or interest the Final Offered Shares by the Promoter Selling Shareholder in favor of the Share Escrow Agent or any other person and the Promoter Selling Shareholder shall continue to fully enjoy all the rights associated with their Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account, as set out in Schedule A. The Selling Shareholder undertake to retain their portion of the Final Offered Shares in the Escrow Demat Account for and on behalf of, and in trust for, the Promoter Selling Shareholder, in accordance with the terms of this Agreement and shall, on behalf until the completion of the Promoter Selling Shareholder instruct the Depositories not to recognize any transfer which is not events described in accordance with the terms Clause 5 of this Agreement. The Share Escrow Agent shall provide a written confirmation on the credit Notwithstanding any provisions of the Final Offered Shares this Agreement or any new share escrow agreement executed pursuant to the Escrow Demat Account to the CompanyClause 8.3 herein, the Promoter Selling Shareholder and the Lead Manager, in a form as set out in Annexure E on the same Working Day on which the Final Offered Shares have been credited to the Escrow Demat Account. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within ten two (102) Working Days of credit of the Final Offered Shares to the Escrow Demat Account Account, or on such other date as may be mutually agreed upon between the Company, the Promoter Selling Shareholder and the Lead ManagerBRLMs pursuant to this clause, the Share Escrow Agent shall or any substitute share escrow agent appointed pursuant to Clause 8.3 shall, immediately and in any case within (1) Working Day upon receipt of instructions from the Company in writing, in a form as set out in Annexure FSchedule K, debit the Final Offered Shares from the Escrow Demat Account or any new escrow demat account opened pursuant to Clause 8.3 and credit them the Final Offered Shares back to the Promoter Selling Shareholder’s Shareholders’ Demat Account from which such shares were originally credited to the Escrow Demat Account by the Promoter Selling Shareholder pursuant to this Clause 3.1. Further, it is clarified that the instructions referred to herein to be issued by the Company (with a copy to the BRLMs and Selling Shareholder) in the form as set out in Schedule K shall be issued in consultation with the Selling Shareholder. Once the Final Offered Shares are credited back to the Promoter Selling Shareholder’s Demat Account, if the Company and the Promoter Selling Shareholder, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, and a new Deposit Date is determined, the Promoter Selling Shareholder shall debit the their Final Offered Shares from its Promoter their Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again again, no later than one (1) Working Day prior to the new Deposit Datefiling of the Red Xxxxxxx Prospectus with the RoC, or as mutually agreed between the Company and the Selling Shareholder, in consultation with the BRLMs.

DEPOSIT OF FINAL OFFERED SHARES AND ESCROW TERM. 3.1 The Promoter Selling Shareholders shall debit their respective Final Offered Shares from their respective Selling Shareholder agrees to Demat Accounts and confirms that their credit such Final Offered Shares shall be debited from their Promoter Selling Shareholder’s Demat Account and credited to the Escrow Demat Account subsequent to receipt of confirmation of the opening of the Escrow Demat Account in accordance with Clause 2(i), ) and in any event on or prior to the Deposit Date. It is hereby clarified that the above debit of the Offered Shares from the Promoter Selling Shareholder’s Demat Account and the credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by the Promoter Selling Shareholder in favor of the Share Escrow Agent or any other person and the Promoter Selling Shareholder shall continue to fully enjoy all the rights associated with their Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the Promoter Selling Shareholder, in accordance with the terms of this Agreement and shall, on behalf of the Promoter Selling Shareholder instruct the Depositories not to recognize any transfer which is not in accordance with the terms of this Agreement. The Share Escrow Agent shall provide a written confirmation on the credit of the Final Offered Shares to the Escrow Demat Account to the Company, the Promoter Selling Shareholder Shareholders and the Lead ManagerManagers, in a form as set out in Annexure E D on the same Working Day on which the each Selling Shareholders’ Final Offered Shares have been credited to the Escrow Demat Account. It is hereby clarified that the above-mentioned debit of the Final Offered Shares from each Selling Shareholder’s Demat Account and the credit of such Final Offered Shares to the Escrow Demat Account shall not be construed or deemed as a Transfer by the Selling Shareholder in favour of the Share Escrow Agent or any other Person and each Selling Shareholder shall continue to enjoy the rights attached to such Final Offered Shares. The Share Escrow Agent hereby agrees and undertakes to hold in escrow such Final Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement. Provided that the Red Xxxxxxx Prospectus shall not be filed unless the Offered Shares are debited from each Selling Shareholder Demat Account and successfully credited into the Escrow Demat Account. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within ten (10) Working Days of credit of the Final Offered Shares to the Escrow Demat Account Account, or on such other date as may be mutually agreed between the Company, the Promoter Selling Shareholder Shareholders and the Lead ManagerManagers, the Share Escrow Agent shall immediately and in any case within (1) Working Day shall, upon receipt of instructions from the Company in writing, in a form as set out in Annexure FE, debit the Final Offered Shares from the Escrow Demat Account and credit them back to the Promoter respective Selling Shareholder’s Shareholder Demat Account from which such shares were originally credited to the Escrow Demat Account by the Promoter Selling Shareholder Shareholders pursuant to this Clause 3.1. Once the Final Offered Shares are credited back to the Promoter Selling Shareholder’s Demat Account, if the Company and the Promoter Selling Shareholder, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, and a new Deposit Date is determined, the Promoter Selling Shareholder shall debit the Offered Shares from its Promoter Selling Shareholder’s Demat Account and credit immediately upon receipt of such Offered Shares to the Escrow Demat Account again no later than the new Deposit Dateinstruction.

DEPOSIT OF FINAL OFFERED SHARES AND ESCROW TERM. 3.1 The Promoter Each of the Selling Shareholders, severally and not jointly, shall debit its respective Final Offered Shares from its Selling Shareholder agrees to and confirms that their Offered Shares shall be debited from their Promoter Selling Shareholder’s Demat Account and credited credit such Final Offered Shares to the Escrow Demat Account subsequent to (a) receipt of confirmation of the opening of the Escrow Demat Account at least one (1) day prior to the Deposit Date in accordance with Clause 2(i), ) and in any event on or (b) an intimation from the Company of the indicative date of filing of the Red Xxxxxxx Prospectus with the RoC to the Selling Shareholders at least one (1) day prior to the Deposit Date, as applicable. It is hereby clarified that The Company shall communicate the above debit date of filing of the Offered Shares from Red Xxxxxxx Prospectus with the Promoter RoC to the Selling Shareholder’s Demat Account and Shareholders (with a copy to the BRLMs), in a form as set out in Annexure DA. The Share Escrow Agent shall provide a written confirmation on completion of the credit of the all Final Offered Shares to the Escrow Demat Account to the Company, each of the Selling Shareholders and the BRLMs, in a form as set out in Annexure E immediately and no later than one (1) day of the credit of the Selling Shareholders’ Final Offered Shares to the Escrow Demat Account. It is hereby clarified that (i) the above-mentioned debit of the Final Offered Shares from the respective Selling Shareholder Demat Account and the credit of such Final Offered Shares to the Escrow Demat Account and (ii) delivery of the written confirmation in Annexure E to the Company, the Selling Shareholders, and the BRLMs on completion of credit of the Final Offered Shares to the Escrow Demat Account, shall be prior to the filing of the Red Xxxxxxx Prospectus and shall not be construed or deemed as a transfer Transfer by any of title or any legal or beneficial ownership or interest by the Promoter Selling Shareholder Shareholders in favor favour of the Share Escrow Agent or any other person Person and each of the Promoter Selling Shareholder Shareholders shall continue to fully enjoy all the rights associated with their attached to such Final Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Final Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, of the Promoter respective Selling Shareholder, Shareholders in accordance with the terms of this Agreement and shall, on behalf of the Promoter Selling Shareholder shall instruct the Depositories not to recognize any transfer Transfer which is not in accordance with the terms of this Agreement. The Share Escrow Agent shall provide a written confirmation on the credit of the Final Offered Shares to the Escrow Demat Account to the Company, the Promoter Selling Shareholder and the Lead Manager, in a form as set out in Annexure E on the same Working Day on which the Final Offered Shares have been credited to the Escrow Demat Account. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within ten (10) Working Days of credit of the Final Offered Shares to the Escrow Demat Account or on such other date as may be mutually agreed between the Company, the Promoter Selling Shareholder and the Lead Manager, the Share Escrow Agent shall immediately and in any case within (1) Working Day upon receipt of instructions from the Company in writing, in a form as set out in Annexure F, debit the Final Offered Shares from the Escrow Demat Account and credit them back to the Promoter Selling Shareholder’s Demat Account from which such shares were originally credited to the Escrow Demat Account by the Promoter Selling Shareholder pursuant to this Clause 3.1. Once the Final Offered Shares are credited back to the Promoter Selling Shareholder’s Demat Account, if the Company and the Promoter Selling Shareholder, jointly and not severally, desire to file the Red Xxxxxxx Prospectus with the RoC, and a new Deposit Date is determined, the Promoter Selling Shareholder shall debit the Offered Shares from its Promoter Selling Shareholder’s Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than the new Deposit Date.

DEPOSIT OF FINAL OFFERED SHARES AND ESCROW TERM. 3.1 The Promoter Selling Shareholders shall debit their respective Final Offered Shares from their respective Selling Shareholder agrees to Demat Accounts and confirms that their credit such Final Offered Shares shall be debited from their Promoter Selling Shareholder’s Demat Account and credited to the Escrow Demat Account subsequent to receipt of confirmation of the opening of the Escrow Demat Account in accordance with Clause 2(i), and in any event on or prior to the Deposit Date. It is hereby clarified that the above debit of the Offered Shares from the Promoter Selling Shareholder’s Demat Account and the credit of the Offered Shares to the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest by the Promoter Selling Shareholder in favor of the Share Escrow Agent or any other person and the Promoter Selling Shareholder shall continue to fully enjoy all the rights associated with their Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the Promoter Selling Shareholder, in accordance with the terms of this Agreement and shall, on behalf of the Promoter Selling Shareholder instruct the Depositories not to recognize any transfer which is not in accordance with the terms of this Agreement. The Share Escrow Agent shall provide a written confirmation on the credit of the Final Offered Shares to the Escrow Demat Account to the Company, the Promoter Selling Shareholder Shareholders and the Lead ManagerBRLMs, in a form as set out in Annexure E D on the same Working Day on which the each Selling Shareholders’ Final Offered Shares have been credited to the Escrow Demat Account. It is hereby clarified that the above- mentioned debit of the Final Offered Shares from each Selling Shareholder’s Demat Account and the credit of such Final Offered Shares to the Escrow Demat Account shall not be construed or deemed as a Transfer by the Selling Shareholder in favour of the Share Escrow Agent or any other Person and each Selling Shareholder shall continue to enjoy the rights attached to such Final Offered Shares. The Share Escrow Agent hereby agrees and undertakes to hold in escrow such Final Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for the Selling Shareholders in accordance with the terms of this Agreement and shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement. Provided that the Red Xxxxxxx Prospectus shall not be filed unless the Final Offered Shares are debited from each Selling Shareholder Demat Account and successfully credited into the Escrow Demat Account. Provided however that the Parties agree and acknowledge that in the event the Red Xxxxxxx Prospectus is not filed with the RoC within ten (10) Working Days of credit of the Final Offered Shares to the Escrow Demat Account Account, or on such other date as may be mutually agreed between the Company, the Promoter Selling Shareholder Shareholders and the Lead ManagerBRLMs, the Share Escrow Agent shall immediately and in any case within (1) Working Day shall, upon receipt of instructions in writing from the Company in writingCompany, in a form as set out in Annexure FE, debit the Final Offered Shares from the Escrow Demat Account and credit them back to the Promoter respective Selling Shareholder’s Shareholder Demat Account from which such shares were originally credited to the Escrow Demat Account by the Promoter Selling Shareholder Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. Once the Final Offered Shares are credited back to the Promoter respective Selling Shareholder’s Shareholder Demat Account, if the Company and the Promoter each Selling Shareholder, jointly and not severally, desire in consultation with the BRLMs, decide to file the Red Xxxxxxx Prospectus with the RoC, and a new Deposit Date is determinedRoC within one year from the date of the approval issued by the SEBI on the DRHP, the Promoter Selling Shareholder Shareholders shall debit the Offered Shares from its Promoter their respective Selling Shareholder’s Shareholder Demat Account and credit such Offered Shares to the Escrow Demat Account again no later than in accordance with this Agreement on or before the new Deposit Date, or as mutually agreed between the Company and the Selling Shareholders in consultation with the Book Running Lead Managers.

DEPOSIT OF FINAL OFFERED SHARES AND ESCROW TERM. 3.1 The Promoter Each of the Selling Shareholder agrees to Shareholders, severally and confirms that their not jointly, shall debit its respective Final Offered Shares shall be debited from their Promoter its respective Selling Shareholder’s Shareholders’ Demat Account and credited credit such Final Offered Shares to the Escrow Demat Account subsequent to receipt of confirmation of the opening of the Escrow Demat Account in accordance with Clause 2(i), ) and in any event on or prior to the Deposit Date. It is hereby clarified that the above debit , and such deposit of the Final Offered Shares from the Promoter Selling Shareholder’s Demat Account and the credit of the Offered Shares to in the Escrow Demat Account shall not be construed or deemed as a transfer of title or any legal or beneficial ownership or interest actioned by the Promoter Selling Shareholder in favor Shareholders upon (a) receipt of written communication of the Share Escrow Agent indicative date of the filing of the Red Xxxxxxx Prospectus with the RoC (addressed by the Bank, with a copy to the BRLMs) as soon as practicable, and at least 2 (two) Working Days prior to the Deposit Date or any other person (b) at such time on or prior to the Deposit Date, as may be mutually agreed among the Bank and each of the Selling Shareholders (in relation to its respective portion of the Final Offered Shares) and the Promoter Selling Shareholder shall continue to fully enjoy all the rights associated with their Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for, the Promoter Selling Shareholder, in accordance with the terms of this Agreement and shall, on behalf of the Promoter Selling Shareholder instruct the Depositories not to recognize any transfer which is not in accordance with the terms of this AgreementBRLMs. The Share Escrow Agent shall provide a written confirmation immediately on the credit of the Final Offered Shares to the Escrow Demat Account to the CompanyBank, each of the Promoter Selling Shareholder Shareholders and the Lead ManagerBRLMs, in a form as set out in Annexure E D on the same Working Day on which the Final Offered Shares have been credited to the Escrow Demat AccountAccount by the respective Selling Shareholders. Provided however It is hereby clarified that the above-mentioned debit of the Final Offered Shares from the respective Selling Shareholders’ Demat Accounts and the credit of such Final Offered Shares to the Escrow Demat Account shall not be construed or deemed as a Transfer by the respective Selling Shareholders in favour of the Share Escrow Agent or any other person and each of the Selling Shareholders shall continue to enjoy the rights attached to such Final Offered Shares. The Share Escrow Agent xxxxxx agrees and undertakes to hold in escrow such Final Offered Shares credited to the Escrow Demat Account for and on behalf of, and in trust for the respective Selling Shareholders in accordance with the terms of this Agreement and shall instruct the Depositories not to recognize any Transfer which is not in accordance with the terms of this Agreement. Notwithstanding any provisions of this Agreement or any new share escrow agreement executed pursuant to Clause 8.2 herein, the Parties agree and acknowledge that that, in the event of occurrence of an Event of Failure or in the event the Red Xxxxxxx Prospectus is not filed with the RoC within ten (10) Working Days of credit of the Final Offered Shares to the Escrow Demat Account or on such other date as may be mutually agreed between the CompanyBank, each of the Promoter Selling Shareholder Shareholders and the Lead ManagerBRLMs, the Share Escrow Agent shall shall, immediately and in any case within (1) Working Day upon receipt of the Bank’s instructions from the Company in writing, in a form as set out in Annexure FE, debit the Final Offered Shares from the Escrow Demat Account and credit them back to the Promoter respective Selling Shareholder’s Shareholders’ Demat Account from which such shares were originally credited to the Escrow Demat Account by the Promoter respective Selling Shareholder Shareholders pursuant to this Clause 3.1, immediately upon receipt of such instruction. The Share Escrow Agent shall provide a written confirmation on the re-credit of the Final Offered Shares from the Escrow Demat Account to the respective Selling Shareholder Demat Account. Once the Final Offered Shares are credited back to each of the Promoter Selling Shareholder’s Shareholders’ respective Selling Shareholder Demat AccountAccounts, subsequently if the Company Bank and the Promoter Selling Shareholder, jointly and not severally, desire Shareholders decide to file the Red Xxxxxxx Prospectus with the RoCRoC within one year from the date of the final observations issued by SEBI on the DRHP, and a new Deposit Date is determined, each of the Promoter Selling Shareholder Shareholders shall again debit the its respective Final Offered Shares from its Promoter respective Selling Shareholder’s Shareholders’ Demat Account and credit such Final Offered Shares to the Escrow Demat Account again no later than again, on or prior to the new revised Deposit DateDate in accordance with this Agreement or as mutually agreed between the Bank and the Selling Shareholders in consultation with the BRLMs. and the Parties shall follow the procedure as set out in this Clause 3.1 for such deposit of Offered Shares. Further, subject to compliance with the terms and conditions of the Offer Agreement, (a) between the date of filing of the DRHP with SEBI but prior to the filing of RHP with the RoC (“DRHP- RHP Period”), a Selling Shareholder can withdraw from the Offer or increase or reduce the number of Offered Shares offered by it resulting in a change in the aggregate size of the Offer for Sale only after providing prior intimation to the Bank and the BRLMs. Provided that in the DRHP-RHP Period, a Selling Shareholder can withdraw from the Offer or increase or reduce the number of Offered Shares offered by it resulting in a change to the size of the Offer that would require a re-filing of the DRHP in terms of Schedule XVI of the SEBI ICDR Regulations only after receipt of prior written consent from the Bank and the BRLMs, which consents shall not be unreasonably withheld; (b) after the filing of the RHP with the RoC, a Selling Shareholder can withdraw from the Offer or increase or reduce the number of its Offered Shares only after receipt of prior written consent of the Bank and the BRLMs.