Common use of SYNDICATE STRUCTURE Clause in Contracts

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations). For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an underwriting agreement, such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, and legal opinions) and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 The members of the Syndicate, as applicable, shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, including for any error in data entry, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.

Appears in 2 contracts

Sources: Syndicate Agreement, Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 The Parties acknowledge that the Offer will be made under the processes and procedures of phase III of the UPI Circulars for procuring Bids for the Equity Shares (other than Bids directly submitted to the SCSBs, Bids collected by Registered Brokers, Bids collected by RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations), the collection of Bid Amounts from ASBA Bidders and Anchor Investors and to conclude the process of Allotment and listing in accordance with the SEBI ICDR Regulations and other Applicable Law, the Company and the Selling Shareholders, in consultation with the BRLMs, have appointed the Syndicate Members. 2.2 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including (i) Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to Members of the BRLMs Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (but excluding other than Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or SCSBs, Bids collected by Registered Brokers at the Broker Centres, CDPs Collecting Depository Participants at the Designated CDP Locations and RTAs at the Designated RTA Locations); and (ii) Bids submitted by the Anchor Investors at the offices of the BRLMs. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, indirectly among the Parties (including the Members of the Syndicate) with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Shares. In securities of the event Company or any of their respective Affiliates or providing any financing to the Company, Company or the Selling Shareholders and Shareholders. Such an agreement will be made only by way of execution of the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an underwriting agreementUnderwriting Agreement, such agreement which shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) ), lock-up, indemnity and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 2.3 The members Members of the Syndicate, as applicable, shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow Regulations and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements, this Agreement, the Engagement Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and the Underwriting Agreement (when executed). 2.3 2.4 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge acknowledges and confirm confirms that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry or for blocking, collection and collection realization of Bid Amounts) which have been submitted directly to the SCSBs, Registered Brokers, RTAs or CDPs or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. The Company, the Selling Shareholders and the Members of the Syndicate will not be responsible for any failure in uploading Bids due to faults in any hardware/ software system or otherwise. 2.4 2.5 Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted in accordance with the procedure set out for phase III in the UPI Circulars. 2.6 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. . 2.7 The above timeline is Parties acknowledge that any RIB whose Bid has not been considered for Allotment, due to failures on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023ICDR Master Circular.

Appears in 2 contracts

Sources: Syndicate Agreement, Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 The Parties acknowledge that the Offer will be made under the processes and procedures of phase III of the UPI Circulars for procuring Bids for the Equity Shares (other than Bids directly submitted to the SCSBs, Bids collected by Registered Brokers, Bids collected by RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations), the collection of Bid Amounts from ASBA Bidders and Anchor Investors and to conclude the process of Allotment and listing in accordance with the SEBI ICDR Regulations and other Applicable Law, the Bank in consultation with the BRLMs and with consent from the Selling Shareholders, have appointed the Syndicate Members. 2.2 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including (i) Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to Members of the BRLMs Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (but excluding other than Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or SCSBs, Bids collected by Registered Brokers at the Broker Centres, CDPs Collecting Depository Participants at the Designated CDP Locations and RTAs at the Designated RTA Locations); and (ii) Bids submitted by the Anchor Investors at the offices of the BRLMs. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, indirectly among the Parties (including the Members of the Syndicate) with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Shares. In securities of the event Bank or any of their respective Affiliates or providing any financing to the Company, Bank or the Selling Shareholders and Shareholders. Such an agreement will be made only by way of execution of the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an underwriting agreementUnderwriting Agreement, such agreement which shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) ), lock-up, indemnity and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 2.3 The members Members of the Syndicate, as applicable, shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow Regulations and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements, this Agreement, the Engagement Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and the Underwriting Agreement (when executed). 2.3 2.4 Notwithstanding anything contained in this Agreement or otherwise, the Company Bank and each of the Selling Shareholders, severally and not jointly, acknowledge acknowledges and confirm confirms that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry or for blocking, collection and collection realization of Bid Amounts) which have been submitted directly to the SCSBs, Registered Brokers, RTAs or CDPs or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. The Bank, the Selling Shareholders and the Members of the Syndicate will not be responsible for any failure in uploading Bids due to faults in any hardware/ software system or otherwise. 2.4 2.5 Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted in accordance with the procedure set out for phase III in the UPI Circulars. 2.6 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. . 2.7 The above timeline is Parties acknowledge that any RIB whose Bid has not been considered for Allotment, due to failures on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023ICDR Master Circular.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders to members of the Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)Lead Managers. For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, and shall not create or be deemed to create any obligation as an agreement or commitmentcommitment whether express or implied, directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or the Selling Shareholders or their respective Affiliates. Such an agreement in respect of the Offer will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties Parties to the Underwriting Agreement. 2.2 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Banks Agreement, the Share Escrow Agreement, the Offer Documents, Agreement and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended (amended, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. Each of the Selling Shareholders shall provide reasonable support and extend reasonable cooperation as required or requested by the Members of the Syndicate to the extent they are parties to such agreements)fulfill their obligations under this Agreement. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling ShareholdersShareholders acknowledge and confirm, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry and collection entry) which have been submitted directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the SEBI ICDR Regulations and the procedure as set out for Phase III in the SEBI UPI Circulars subject Circulars. 2.5 The Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to any circulars, clarification or notification issued by failures on the SEBI part of the SCSB may seek redressal from time to time, including the concerned SCSB within three months of the listing date in accordance with respect to the June 2023 Master Circular and the SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2021/2480/1/M dated August 9March 16, 20232021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI Circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made. 2.6 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible, directly or indirectly, for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to Members of the BRLMs Syndicate and the Sub-Syndicate Members at the Specified Locations only (but excluding other than Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs CRTAs at the Designated RTA Locations)) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs. For the avoidance of doubt, this Agreement is or the Engagement letters are not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity SharesShares or to provide any financing or underwriting to the Company, the Selling Shareholders, or any of their respective Affiliates (as applicable). In the event the Company, the Selling Shareholders Shareholders, the Members of the Syndicate and the underwriters to be appointed in relation Registrar to the Offer (“Underwriters”) enter into an underwriting agreementUnderwriting Agreement, such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting AgreementParties. 2.2 The members Members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and, to the extent that they are parties to this Agreement, the Offer Agreement, the Fee LetterEngagement Letters, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, each as amended (to and the extent they are parties to such agreements)Offer Documents. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) and collection and realisation of the Bid Amount from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platformCRTA, including for any error in data entry, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanismin this regard. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Issue, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to members of the BRLMs Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Issue (but excluding other than Bids directly submitted by the ASBA Bidders directly to the SCSBs at Designated SCSB Branches or SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations). For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, as an agreement or commitment, commitment directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or their respective Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer Issue (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties Parties to the Underwriting Agreement. 2.2 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Offer Issue Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended (to amended, the extent they are parties to such agreements)Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Memorandum, as applicable. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry and collection entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks Bank shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer Issue will be mandatorily conducted under UPI Phase III in accordance with the SEBI ICDR Regulations and the procedure as set out for Phase II in the UPI Circulars, unless UPI Phase III of the UPI Circulars subject becomes effective and applicable on or prior to the Bid/Issue Opening Date. 2.5 Parties acknowledge that any circularsUPI Bidders whose Bid has not been considered for Allotment, clarification or notification issued by due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI from time to time, including with respect to the Master Circular and SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2021/2480/1/M dated August 9March 16, 20232021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to members of the BRLMs Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (but excluding other than Bids directly submitted by the ASBA Bidders directly to the SCSBs at Designated SCSB Branches or SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations). For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, as an agreement or commitment, commitment directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or the Promoter Selling Shareholder or their respective Affiliates. Such an agreement in respect of the Offer will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting AgreementParties. 2.2 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, Agreement and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended (to amended, the extent they are parties to such agreements)Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Promoter Selling ShareholdersShareholder, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry and collection entry) which have been submitted directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. 2.4 Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase II in the UPI Circulars, unless UPI Phase III of the UPI Circular becomes effective and applicable on or prior to the Bid/Offer Opening Date. 2.5 Parties acknowledge that any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or and verifying the status of the Bidders. The Sponsor Banks Bank shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Issue, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to members of the BRLMs Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Issue (but excluding other than Bids directly submitted by the ASBA Bidders directly to the SCSBs at Designated SCSB Branches or SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations). For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, as an agreement or commitment, commitment directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or their respective Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer Issue (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties Parties to the Underwriting Agreement. 2.2 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Offer Issue Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended (to amended, the extent they are parties to such agreements)Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Memorandum. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry and collection entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks Bank shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer Issue will be mandatorily conducted under UPI Phase III in accordance with the SEBI ICDR Regulations and the procedure as set out for Phase II in the UPI Circulars, unless UPI Phase III of the UPI Circulars subject becomes effective and applicable on or prior to the Bid/Issue Opening Date. 2.5 Parties acknowledge that any circularsUPI Bidders whose Bid has not been considered for Allotment, clarification or notification issued by due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI from time to time, including with respect to the Master Circular and SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2021/2480/1/M dated August 9March 16, 20232021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to Members of the BRLMs Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (but excluding other than Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or SCSBs, Bids collected by Registered Brokers at the Broker Centres, CDPs Collecting Depository Participants at the Designated CDP Locations and RTAs at the Designated RTA Locations)) and Bids submitted by the Anchor Investors at the select offices of the BRLMs. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, indirectly among the Parties (including the BRLMs or any of their Affiliates) with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Shares. In securities of the event the Company, Company or the Selling Shareholders and the underwriters to be appointed in relation or any of their respective Affiliates or providing any financing to the Offer (“Underwriters”) enter into Company. Such an underwriting agreementagreement will be made only by way of execution of the Underwriting Agreement, such agreement which shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) ), lock- up, indemnity and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to Company, the Underwriting AgreementSelling Shareholder and the Underwriters. 2.2 The members Members of the Syndicate, as applicable, shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR RegulationsRegulations and the Offer Documents, and, to the extent they are parties to this Agreement, the Engagement Letter, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, and the Underwriting Agreement, each as amended (to the extent they are parties to such agreementswhen executed). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry entry) and collection and realization of the Bid Amount from Bidders who have submitted their Bid cum Application Forms directly to the SCSBs, Registered Brokers, RTAs or CDPs or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanismmechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or and verifying the status of the Bidders. The Sponsor Banks Each member of the Syndicate shall be fully responsible for the reconciliation performance of UPI Bidsthe obligations of its respective Sub-Syndicate Members, and not for the Sub-Syndicate Members of any other member of the Syndicate. 2.4 Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted in accordance with the SEBI ICDR Regulations and the procedure set out under Phase III of the UPI Circulars. 2.5 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, SEBI Circulars, Exchange Circulars, all ASBA Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is . 2.6 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2018/22 dated August 9February 15, 20232018. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids including Bids submitted by Syndicate ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations only and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations). For the avoidance of doubt, this Agreement is not intended to constitute, and shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLMs, Syndicate Member or any of their Affiliates to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates and this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Sharessecurities of the Company. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an underwriting agreement, such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, representation letters and legal opinions) and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 The members of the Syndicate, as applicable, shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platformRTA, including for any error in data entry, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.ASBA

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 The Parties acknowledge that the Offer will be made under the processes and procedures of Phase II of the UPI Circulars (unless Phase III of the UPI Circulars becomes mandatorily applicable on or prior to the Bid/Offer Opening Date) for procuring Bids for the Equity Shares (other than Bids directly submitted to the SCSBs, Bids collected by the Registered Brokers, Bids collected by RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations), the collection of Bid Amounts from ASBA Bidders and Anchor Investors and to conclude the process of Allotment in and listing in accordance with the ICDR Regulations and other Applicable Law, the Company and the Selling Shareholders, in consultation with the BRLMs, have appointed the Syndicate Member. Pursuant to the SEBI T+3 Circular, the revised timeline for T+3 days has been made applicable in two phases, i.e., (i) voluntary for all public issues, opening on or after September 1, 2023; and (ii) mandatory for all public issues, opening on or after December 1, 2023. The Offer shall be undertaken pursuant to the processes and procedures under UPI Phase II subject to mandatory commencement of SEBI T+3 Circular (i.e., from December 1, 2023) or any other circular or clarification or notification or direction which may be issued by SEBI from time to time. 2.2 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in relation to respect of the procurement of Bids including Offer (other than Bids submitted by Syndicate the ASBA Bidders directly to SCSBs, Bids collected by Registered Brokers at Broker Centers, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at Designated CDP Locations) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by BRLMs. The Parties agree and acknowledge that entering into this Agreement and the ASBA Bidders Fee Letter shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate or any of their respective Affiliates to purchase or place the Equity Shares or enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the SCSBs at Designated SCSB Branches Company, the Selling Shareholders or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Syndicate enter into an underwriting agreement, such agreement shall, inter inter-alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to as mutually agreed between the parties to the Underwriting AgreementParties. 2.2 2.3 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in under the Applicable Laws (including the SEBI ICDR Regulations), this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 2.4 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, jointly acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry entry) and the collection and realization of Bid Amounts from Bidders who have submitted their Bid cum Application Form directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or and verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 2.5 The Parties acknowledge that pursuant any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in part of an SCSB may seek redressal from the Offer through concerned SCSB within three months of the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through date of listing of the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III Equity Shares in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2018/22 dated August 9February 15, 20232018 read with the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. 2.6 Notwithstanding anything contained to the contrary in this Agreement, (i) the rights and the obligations of the Company and the Selling Shareholders hereunder shall be several and not joint and the Selling Shareholders shall not be liable for the obligations of the Company or the Registrar or the members of the Syndicate or other Selling Shareholders, as the case may be; (ii) the rights and obligations of each of the Selling Shareholders under this Agreement are several and not joint; and (iii) no Party shall be liable for any default by another Party. Notwithstanding anything contained in this Agreement, no Party shall be responsible or liable, directly or indirectly, for any actions or omissions of any other Party and the obligations of each of the Selling Shareholders under this Agreement shall be limited to the extent of its respective portions of the Offered Shares.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate syndicate Members in relation to the procurement of Bids from Bidders, including Bids submitted by Syndicate ASBA Bidders to Members of the Syndicate and the Sub-syndicate Members at the Specified Locations in respect of the Offer (other than Bids submitted directly to the SCSBs at Designated SCSB Branches, Bids collected by Registered Brokers at Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)Managers. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement any obligation or commitment, directly or indirectly, among on the Parties with respect part of the Managers or the Syndicate Member to purchase, underwrite or sell any securities of the Bank or to enter into an Underwriting Agreement or to provide any financing or underwriting to the placementBank, subscriptionits Affiliates, purchase or underwriting any of any Equity Sharesthe Selling Shareholders. In the event the CompanyBank, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Underwriters enter into an underwriting agreementUnderwriting Agreement, such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 The members Members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, the Offer Documents, this Agreement, the Offer Agreement, the Fee Engagement Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, including for any error in data entry, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, have reduced the time period for listing of equity shares pursuant to a public issue from six Working Days to three Working Days i.e. T+3 days. (“UPI Phase III”). The above timeline will be applicable on a voluntary basis for public issues opening on or after September 1, 2023 and on a mandatory basis for public issues opening on or after December 1, 2023. The Offer will be made under UPI Phase II of the UPI Circulars, unless UPI Phase III of the UPI Circulars becomes mandatorily effective and applicable on or prior to the Bid/ Offer Opening Date. Notwithstanding anything contained in this Agreement or otherwise, the Bank and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids, including for any error in data entry or investor grievances arising from such error in data entry, and the collection and realization of the Bid Amounts from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from UPI Bidders. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Offer will be undertaken pursuant to the processes and procedure under Phase II of the UPI Circulars. Notwithstanding anything included in this Agreement, in the event that Phase III of the UPI Circulars becomes mandatorily applicable to the Offer, the Offer will be conducted in accordance with the procedure set out for Phase III in the UPI Circulars.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to members of the BRLMs Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (but excluding other than Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs. The Parties agree that entering into this Agreement shall not create or deem to create any obligation, agreement or commitment, whether express or implied, on the BRLMs, Syndicate Member or any of their Affiliates to enter into any underwriting agreement (the “Underwriting Agreement”) in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among on the Parties BRLMs, Syndicate Member or any of their Affiliates with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an underwriting agreementthe Underwriting Agreement, such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) ), lock-up from the Company and the Promoter Selling Shareholders, and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. For avoidance of doubt, it is clarified that no member of the Syndicate shall be responsible under this Agreement for other members of the Syndicate (or the agents of such other members of the Syndicate, including their respective Sub-Syndicate Members) in connection with the Offer and each member of the Syndicate shall be treated as mutually exclusive of the other. 2.2 The members of the Syndicate, as applicable, shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR RegulationsRegulations and Applicable Law, and this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, and the Fee Letter, each as amended (to the extent that they are parties to such agreements)) and the Offer Documents. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platformRTA, including for any error in data entry, entry or investor grievances arising from such error in data entry and collection of any such Bids, Bids or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI MechanismBidders. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted undertaken pursuant to the processes and procedure under UPI Phase III in accordance with the procedure as set out in the UPI Circulars on mandatory basis, subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023. 2.5 The Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Process Circulars.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in relation to respect of the procurement of Bids including Offer (other than Bids submitted by Syndicate the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and collection Bids collected by CDPs at the Designated CDP Locations) and collections of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)BRLMs. For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, as an agreement or commitment, commitment directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or the Selling Shareholders or their respective Affiliates. Such an agreement in respect of the Offer will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties Parties to the Underwriting Agreement. 2.2 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Offer Agreement, the Fee LetterEngagement Letters, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements)Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry and collection entry) which have been submitted directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanismmechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the SEBI ICDR Regulations and procedure as set out in under Phase II of the UPI Circulars subject to any circularsCirculars, clarification unless UPI Phase III of the UPI Circular becomes effective and applicable on or notification issued by the SEBI from time to time, including with respect prior to the Bid/Offer Opening Date. 2.5 Parties acknowledge that any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018 and SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2021/2480/1/M dated August 9March 16, 20232021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) (“March 20 Circular”) and SEBI Circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022 (“June 3 Circular”).. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Issue, including Bids submitted by Syndicate ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations only (other than Bids directly submitted by the Syndicate ASBA Bidders to the SCSBs or Bids collected by Registered Brokers at the Broker Centres, Collecting Depository Participants at the Designated CDP Locations and CRTAs at the Designated RTA Locations) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)BRLMs. For the avoidance of doubt, this Agreement is not intended to constitute, and shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLMs or any of their Affiliates to enter into any underwriting agreement in connection with the Issue or to provide any financing or underwriting to the Company its Affiliates and this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among amongst the Parties with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Sharessecurities of the Company or providing any financing to the Company or its Affiliates. In the event the Company, the Selling Shareholders Company and the underwriters to be appointed in relation to the Offer (“Underwriters”) Underwriters enter into an underwriting agreementUnderwriting Agreement, such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer Issue (including the provision of comfort letters, arrangement letters, representation letters and legal opinions) and lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to Company and the Underwriting AgreementUnderwriters. 2.2 The members of the Syndicate, as applicable, shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer Issue as specified in the SEBI ICDR Regulations, and to the extent they are parties to such agreements, this Agreement, the Offer Issue Agreement, the Fee Engagement Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Issue Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids, including for any error in data entry, investor grievances arising from such error in data entry and collection of the Bids from the Syndicate ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, including for any error in data entry, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI MechanismCRTA. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer Issue will be mandatorily conducted under UPI Phase III in accordance with the SEBI ICDR Regulations and the procedure as set out for Phase II in the UPI Circulars. In the event that Phase III of the UPI Circulars becomes applicable to the Issue, the Issue will be mandatorily conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase III in the UPI Circulars subject to any circulars, clarification or notification issued such other procedure as notified by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 2.1. The Parties acknowledge that the Offer will be made under the processes and procedures of Phase III of the UPI Circulars. The Company and the Promoter Selling Shareholder, in consultation with the BRLMs, have appointed the Syndicate Members for procuring Bids for the Equity Shares (other than Bids directly submitted to the SCSBs, Bids collected by Registered Brokers, Bids collected by RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations), the collection of Bid Amounts from ASBA Bidders and Anchor Investors and to conclude the process of Allotment and listing in accordance with the ICDR Regulations and other Applicable Law. The Offer shall be undertaken pursuant to the process and procedures under Phase III of the UPI Circulars subject to any other circular or clarification or notification or direction which may be issued by SEBI from time to time. 2.2. This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in relation to respect of the procurement of Bids including Offer (other than Bids submitted by Syndicate the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centers, Bids collected by the RTAs at the Designated RTA Locations and collection Bids collected by CDPs at the Designated CDP Locations) and collections of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by BRLMs. The Parties agree and acknowledge that entering into this Agreement and the ASBA Bidders Engagement Letter shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate or any of their respective Affiliates to purchase or place the Equity Shares or enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the SCSBs at Designated SCSB Branches Company, the Promoter Selling Shareholder or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Promoter Selling Shareholders Shareholder and the underwriters to be appointed in relation to the Offer (“Underwriters”) Syndicate enter into an underwriting agreement, such agreement shall, inter aliaamong other things, include customary representations representations, warranties and warrantiesundertakings, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting AgreementBRLMs, in their sole discretion. 2.2 2.3. The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in under the Applicable Law (including the SEBI ICDR Regulations), and, to the extent, they are parties to such agreements, this Agreement, the Offer Agreement, the Fee Engagement Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow AgreementRed ▇▇▇▇▇▇▇ Prospectus, the Offer DocumentsProspectus, the Preliminary Offering Memorandum, the Offering Memorandum, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 2.4. Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Promoter Selling ShareholdersShareholder, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry entry) and the collection and realization of Bid Amounts from Bidders who have submitted their Bid cum Application Form directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or and verifying the status of Bidders and the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 2.5. The Parties acknowledge that pursuant any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in part of an SCSB may seek redressal from the Offer through concerned SCSB within three months of the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through date of listing of the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III Equity Shares in accordance with the procedure as set out in ICDR Master Circular read with the UPI Circulars subject to any circularsMarch 16 Circular, clarification or notification issued by the June 2 Circular and SEBI from time to timecircular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, including with respect to the 2022 and SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 The Parties acknowledge that the Offer will be made under the processes and procedures of Phase II of the UPI Circulars (unless Phase III of the UPI Circulars becomes mandatorily effective and applicable on or prior to the Bid/ Offer Opening Date) for procuring Bids for the Equity Shares (other than Bids directly submitted to the SCSBs, Bids collected by Registered Brokers, Bids collected by RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations), the collection of Bid Amounts from ASBA Bidders and Anchor Investors and to conclude the process of Allotment and listing in accordance with the SEBI ICDR Regulations and other Applicable Law, the Company, in consultation with the BRLMs, has appointed the Syndicate Member. Pursuant to SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, Phase III has been notified, and accordingly the revised timeline of T+3 days has been made applicable in two phases i.e. (i) voluntary for all public issues opening on or after September 1, 2023; and (ii) mandatory on or after December 1, 2023. The Offer shall be undertaken pursuant to the processes and procedures under UPI Circulars, as may be applicable at the time of the Offer or any other circular or clarification or notification which may be issued by SEBI from time to time. 2.2 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders, including Bids submitted to Members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (other than Bids directly submitted to the SCSBs, Bids collected by Syndicate ASBA Bidders Registered Brokers, Collecting Depository Participants and collection of RTAs, and Bids by Anchor Investors) and Bids submitted by the Anchor Investors at select the offices of the BRLMs. The Parties agree that entering into this Agreement shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLMs (but excluding Bids directly submitted by or any of their Affiliates to purchase or place the ASBA Bidders Equity Shares or to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the SCSBs at Designated SCSB Branches Company, the Selling Shareholders or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Shares. In securities of the event the Company, Company or the Selling Shareholders and the underwriters to be appointed in relation any of their respective Affiliates or providing any financing to the Offer (“Underwriters”) enter into Company. Such an underwriting agreementagreement will be made only by way of execution of the Underwriting Agreement, such agreement which shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) ), lock-up, indemnity and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 2.3 The members Members of the Syndicate, as applicable, shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR RegulationsRegulations and the Offer Documents, and, to the extent they are parties to such agreements, this Agreement, the Engagement Letter, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, Agreement and the Underwriting Agreement, each as amended Agreement (to the extent they are parties to such agreementswhen executed). 2.3 2.4 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry entry) and collection and realization of the Bid Amount from Bidders who have submitted their Bid cum Application Forms directly to the SCSBs, Registered Brokers, RTAs or CDPs or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanismmechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 2.5 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is . 2.6 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the procedure as set out UPI Circulars. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids. 2.7 Parties agree that Registrar shall (i) forward a schedule in the format prescribed under the UPI Circulars along with, if applicable, the Bid cum Application Forms (carrying its identification mark irrespective of the terminal from which the Bid has been uploaded) to the branch of the respective SCSBs for blocking of funds of the relevant Syndicate ASBA Bidders in accordance with the timelines and the mechanism specified in the UPI Circulars subject and (ii) ensure that it has affixed its stamp on each Bid cum Application Form (except electronic Bid cum Application Forms) forwarded by it to any circularsSCSBs or Escrow Collection Banks, clarification or notification issued by as applicable, under “Broker’s/ SCSB Branch’s Stamp / RTA /CDP” as an acknowledgement of upload of the SEBI from time Bid in the electronic bidding system of the Stock Exchanges; Bid cum Application Forms (except electronic Bid cum Application Forms) that do not bear such stamp are liable to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023be rejected.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate the ASBA Bidders and collection of Bids submitted by to the Anchor Investors at select offices Members of the BRLMs Syndicate and the Sub-Syndicate Members at the Specified Locations only (but excluding other than Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)) and Bids submitted by the Anchor Investors at select offices of the BRLMs. For the avoidance of doubt, this Agreement is not intended to constitute, and shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLMs or any of their Affiliates to purchase or place the Equity Shares, or to enter into any underwriting agreement (the “Underwriting Agreement”) in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates and this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Sharessecurities of the Company. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an underwriting agreementUnderwriting Agreement, such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, representation letters and legal opinions) lock-up (if any) and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreementthereto. 2.2 The members Members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as the case may be and as specified in the SEBI ICDR Regulations, this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Banks Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA RTA, or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, including for any error in data entry, investor grievances arising from such error in data entry and collection of such Bids or for any such Bids, error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or and verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that Offer will be undertaken pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids processes and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through procedure under Phase III of the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III Circulars in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, as amended from time to time. 2.5 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Issue, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to members of the BRLMs Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Issue (but excluding other than Bids directly submitted by the ASBA Bidders directly to the SCSBs at Designated SCSB Branches or SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations). For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, as an agreement or commitment, commitment directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or their respective Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer Issue (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties Parties to the Underwriting Agreement. 2.2 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Offer Issue Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended (to amended, the extent they are parties to such agreements)Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Memorandum, as applicable. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry and collection entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks Bank shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer Issue will be mandatorily conducted under UPI Phase III in accordance with the SEBI ICDR Regulations and the procedure as set out in for Phase III of the UPI Circulars subject Circulars. 2.5 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to any circulars, clarification or notification issued by failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI from time to time, including with respect to the Master Circular and SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2021/2480/1/M dated August 9March 16, 20232021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders to members of the Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)Lead Managers. For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed asas and shall not create or be deemed to create any obligation, an agreement or commitment, whether express or implied, directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of any the Equity Shares. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), lock-ups, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to Parties and the Underwriting AgreementUnderwriters. 2.2 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and to the extent that they are parties to this AgreementAgreement and Other Agreements, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreementeach as amended, the Offer Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Promoter Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) and collection and realization of Bid Amount from ASBA Bidders who have submitted their Bid cum Application Forms Form directly to an SCSB SCSB, Registered Broker, RTA or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, including for any error in data entry, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks Bank shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are any UPI Bidders are required whose Bid has not been considered for Allotment, due to mandatorily Bid through failures on the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, part of the Offer will be mandatorily conducted under UPI Phase III SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the procedure as set out in the UPI Circulars subject to any circularscircular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, clarification or notification issued by the SEBI from time to time, including with respect to the 2018 and SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2021/2480/1/M dated August 9March 16, 20232021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) (“April 20 Circular”) and SEBI Circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022 (“June 3 Circular”). It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.5 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to members of the BRLMs Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Offer (but excluding other than Bids directly submitted by the ASBA Bidders directly to the SCSBs at Designated SCSB Branches or SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations). For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, as an agreement or commitment, commitment directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or the Selling Shareholders or their respective Affiliates. Such an agreement in respect of the Offer will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting AgreementParties. 2.2 The members of the Syndicate, as applicable, Syndicate Members shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR RegulationsRegulations and Applicable Law, and to the extent that they are parties to the following agreements: this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, Agreement and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended (to amended, the extent they are parties to such agreements)Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, Shareholders acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from ASBA Bidders who such error in data entry) which have been submitted their Bid cum Application Forms directly to an SCSB SCSB, Registered Broker, RTA or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform. 2.4 Notwithstanding anything included in this Agreement, including the Offer will be mandatorily conducted in accordance with the SEBI ICDR Regulations and the procedure set out for any error Phase II in data entrythe UPI Circulars, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer unless UPI Phase III of the UPI Circular becomes effective and applicable on or prior to the Bid/Offer Opening Date. 2.5 Parties acknowledge that any RIB whose Bid Amounts has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the UPI Bidders using concerned SCSB within three months of the UPI Mechanismlisting date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or and verifying the status of the Bidders. The Sponsor Banks Bank shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 The Parties acknowledge that the Offer will be made under the processes and procedures of Phase III of the UPI Circulars on a mandatory basis. In order to arrange for procuring Bids for the Equity Shares (other than Bids directly submitted to the SCSBs, Bids collected by Registered Brokers, Bids collected by RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations), the collection of Bid Amounts from ASBA Bidders and Bids submitted by the Anchor Investors at the office of the BRLM and to conclude the process of Allotment and listing in accordance with the SEBI ICDR Regulations and other Applicable Law, the Company and the Selling Shareholders, in consultation with the BRLM, have appointed the Syndicate Member. 2.2 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in relation to respect of the procurement of Bids including Offer (other than Bids submitted by Syndicate the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centers, Bids collected by the RTAs at the Designated RTA Locations and collection Bids collected by CDPs at the Designated CDP Locations) and collections of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by BRLM. The Parties agree that entering into this Agreement shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the ASBA Bidders members of the Syndicate or any of their respective Affiliates to purchase or place the Equity Shares or enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the SCSBs at Designated SCSB Branches Company or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)Selling Shareholders or any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Syndicate enter into an underwriting agreement, such agreement shall, inter inter-alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to mutually agreed between the parties to the Underwriting AgreementParties. 2.2 2.3 The members of the Syndicate, as applicable, shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, this Agreement, the Offer Agreement, the Fee Engagement Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 2.4 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, Shareholders severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry entry) and the collection and realization of Bid Amounts from Bidders who have submitted their Bid cum Application Form directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or and verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The 2.5 Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are any UPI Bidders are required whose Bid has not been considered for Allotment, due to mandatorily Bid through failures on the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, part of the Offer will be mandatorily conducted under UPI Phase III SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the procedure as set out in the UPI Circulars subject to any circularscircular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, clarification or notification issued by the SEBI from time to time2018, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2021/2480/1/M dated August 9March 16, 20232021, and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, as amended from time to time. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders to members of the Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)Lead Managers. For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed asas and shall not create or be deemed to create any obligation, an agreement or commitment, whether express or implied, directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of any the Equity Shares. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), lock-ups, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to Parties and the Underwriting AgreementUnderwriters. 2.2 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer DocumentsEngagement Letter, and, if entered into, the Underwriting Agreement, each as amended (to amended, the extent they are parties to such agreements)Offer Documents. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Promoter Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) and collection and realization of Bid Amount from ASBA Bidders who have submitted their Bid cum Application Forms Form directly to an SCSB SCSB, Registered Broker, RTA or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, including for any error in data entry, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks Bank shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the SEBI ICDR Regulations and the procedure as set out for Phase II in the UPI Circulars, unless UPI Phase III of the UPI Circulars subject to any circulars, clarification becomes effective and applicable on or notification issued by the SEBI from time to time, including with respect prior to the Bid/Offer Opening Date. 2.5 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018 and SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2021/2480/1/M dated August 9March 16, 20232021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) (“April 20 Circular”) and SEBI Circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022 (“June 3 Circular”). It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to members of the BRLMs Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Offer (but excluding other than Bids directly submitted by the ASBA Bidders directly to the SCSBs at Designated SCSB Branches or SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations). For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, as an agreement or commitment, commitment directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or the Promoter Selling Shareholders or their respective Affiliates. Such an agreement in respect of the Offer will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties Parties to the Underwriting Agreement. 2.2 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Amended and Restated Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Banks Agreement, the Share Escrow Agreement, the Offer Documents, Agreement and, if entered into, the Underwriting Agreement, and the Fee Letter, each as amended (amended, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. Each of the Promoter Selling Shareholders shall provide reasonable support and extend reasonable cooperation as required or requested by the Members of the Syndicate to the extent they are parties to such agreements)fulfill their obligations under this Agreement. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Promoter Selling ShareholdersShareholders acknowledge and confirm, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry and collection entry) which have been submitted directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the SEBI ICDR Regulations and the procedure as set out for Phase II in the SEBI UPI Circulars, unless UPI Phase III of the SEBI UPI Circulars subject becomes effective and applicable on or prior to the Bid/Offer Opening Date. 2.5 Parties acknowledge that any circularsUPI Bidders whose Bid has not been considered for Allotment, clarification or notification issued by due to failures on the SEBI part of the SCSB may seek redressal from time to time, including the concerned SCSB within three months of the listing date in accordance with respect to the June 21 Master Circular and the SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2021/2480/1/M dated August 9March 16, 20232021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI Circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible, directly or indirectly, for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders to members of the Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA LocationsLead Managers). For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, as an agreement or commitment, commitment directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or the Selling Shareholders or their respective Affiliates. Such an agreement in respect of the Offer will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to Company, the Underwriting AgreementSelling Shareholders and the underwriters. 2.2 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, Agreement and, if entered into, the Underwriting Agreement, and the Fee Letter, each as amended (amended, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. Each of the Selling Shareholders shall provide reasonable support and extend reasonable cooperation as required or requested by the Members of the Syndicate to the extent they are parties to such agreements)fulfill their obligations under this Agreement. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and the each of the Selling ShareholdersShareholders acknowledge and confirm, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry and collection entry) from ASBA Bidders which have been submitted directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the SEBI ICDR Regulations and the procedure as set out for Phase II in the SEBI UPI Circulars subject Circulars. Pursuant to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the time period for listing of equity shares pursuant to a public issue has been reduced from six Working Days to three Working Days, and as a result, the final reduced timeline of T+3 days has been made effective using the UPI Mechanism for applications by UPI Bidders. The above timeline will be applicable: (a) on a voluntary basis for public issues opening on or after September 1, 2023; and (b) on a mandatory basis for public issues opening on or after December 1, 2023. Accordingly, subject to any circulars, clarification or notification issued by the SEBI from time to time (including in connection with SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023), this Offer will be undertaken pursuant to the processes and procedures prescribed under UPI Phase II (i.e., T+6 timeline) and the processes and procedures prescribed under UPI Phase III (i.e., T+3 timeline) will not be implemented for the purposes of this Offer. 2.5 The Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the March 16 Circular, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended). 2.6 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders to members of the Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)BRLMs. For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, as an agreement or commitment, commitment directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or the Selling Shareholders or their respective Affiliates. Such an agreement in respect of the Offer will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties Parties to the Underwriting Agreement. 2.2 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, Agreement and, if entered into, the Underwriting AgreementAgreement and the Engagement Letter, each as amended (to amended, the extent they are parties to such agreements)Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry and collection entry) which have been submitted directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks Bank shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the SEBI ICDR Regulations and the procedure as set out for Phase II in the UPI Circulars subject to any circularsCirculars, clarification unless UPI Phase III of the UPI Circular becomes effective and applicable on or notification issued by the SEBI from time to time, including with respect prior to the SEBI Bid/Offer Opening Date. 2.5 Parties acknowledge that any RIB whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2018/22 dated August 9February 15, 20232018. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to Members of the BRLMs Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (but excluding other than Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs. For the avoidance of doubt, this Agreement is not intended to constitute, and shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLMs, Syndicate Member or any of their Affiliates to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates and this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an underwriting agreementagreement (the “Underwriting Agreement”), such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and indemnity, contribution, termination and force majeure provisions, in form and substance mutually satisfactory to the parties to the Underwriting Agreement. 2.2 The members Members of the Syndicate, as applicable, shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR RegulationsRegulations and Applicable Law, and this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended (to the extent that they are parties to such agreements)) and the Offer Documents. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platformRTA, including for any error in data entry, entry or investor grievances arising from such error in data entry and collection of any such Bids, Bids or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. Each member of the Syndicate shall be fully responsible for the performance of the obligations of its respective Sub- Syndicate Member, and not for the Sub-Syndicate Members of any other member of the Syndicate. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted made under UPI the processes and procedures of Phase III in accordance with the procedure as set out in of the UPI Circulars Circulars, subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 for procuring Bids for the Equity Shares (other than Bids directly submitted to the SCSBs, Bids collected by the Registered Brokers at the Broker Centers, Bids collected by RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations), the collection of Bid Amounts from ASBA Bidders and Anchor Investors and to conclude the process of Allotment and listing in accordance with the SEBI ICDR Regulations and other Applicable Law, the Company and the Selling Shareholders, in consultation with the BRLMs, have appointed the Syndicate Member. 2.5 Any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular bearing reference number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Bank(s) shall be responsible for the reconciliation of UPI Bids.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Issue, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to members of the BRLMs Syndicate and Sub-Syndicate Member at the Specified Locations in respect of the Issue (but excluding other than Bids directly submitted by the ASBA Bidders directly to the SCSBs at Designated SCSB Branches or SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations). For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, as an agreement or commitment, commitment directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or their respective Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer Issue (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties Parties to the Underwriting Agreement. 2.2 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Offer Issue Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended (to amended, the extent they are parties to such agreements)Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, as applicable. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry and collection entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks Bank shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer Issue will be mandatorily conducted under UPI Phase III in accordance with the SEBI ICDR Regulations and the procedure as set out for Phase II in the UPI Circulars, unless UPI Phase III of the UPI Circulars subject becomes effective and applicable on or prior to the Bid/Issue Opening Date. 2.5 Parties acknowledge that any circularsUPI Bidders whose Bid has not been considered for Allotment, clarification or notification issued by due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI from time to time, including with respect to the Master Circular and SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2021/2480/1/M dated August 9March 16, 20232021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 2.1. The Parties acknowledge that the Offer will be made under the processes and procedures of Phase III of the UPI Circulars, for procuring Bids for the Equity Shares (other than Bids directly submitted to the SCSBs, Bids collected by Registered Brokers, Bids collected by RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations), the collection of Bid Amounts from ASBA Bidders and Anchor Investors and to conclude the process of Allotment and listing in accordance with the ICDR Regulations and other Applicable Law, the Company, in consultation with the BRLMs, has appointed the Syndicate Member. The Offer shall be undertaken pursuant to the process and procedures under Phase III of the UPI Circulars subject to any other circular or clarification or notification or direction which may be issued by SEBI from time to time. 2.2. This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in relation to respect of the procurement of Bids including Offer (other than Bids submitted by Syndicate the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centers, Bids collected by the RTAs at the Designated RTA Locations and collection Bids collected by CDPs at the Designated CDP Locations) and collections of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by BRLMs. The Parties agree that entering into this Agreement shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the ASBA Bidders members of the Syndicate or any of their respective Affiliates to purchase or place the Equity Shares or enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the SCSBs at Designated SCSB Branches Company or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)any of its Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders Company and the underwriters to be appointed in relation to the Offer (“Underwriters”) Syndicate enter into an underwriting agreement, such agreement shall, inter inter-alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to mutually agreed between the parties to the Underwriting AgreementParties. 2.2 2.3. The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and, to the extent, they are parties to such agreements, this Agreement, the Offer Agreement, the Fee Engagement Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow AgreementRed ▇▇▇▇▇▇▇ Prospectus, the Offer DocumentsProspectus, the Preliminary Offering Memorandum, the Offering Memorandum, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 2.4. Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry entry) and the collection and realization of Bid Amounts from Bidders who have submitted their Bid cum Application Form directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanismmechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or and verifying the status of Bidders and the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 2.5. The Parties acknowledge that pursuant any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in part of an SCSB may seek redressal from the Offer through concerned SCSB within three months of the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through date of listing of the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III Equity Shares in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including ICDR Master Circular read with respect to the SEBI circular no. SEBI/HO/CFD/TPD1DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2023/140 P/2022/51 dated August 9April 20, 20232022.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to members of the BRLMs Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Offer (but excluding other than Bids directly submitted by the ASBA Bidders directly to the SCSBs at Designated SCSB Branches or SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations). For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, as an agreement or commitment, commitment directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or the Selling Shareholders or their respective Affiliates. Such an agreement in respect of the Offer will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR RegulationsRegulations and Applicable Law, and to the extent that they are parties to the following agreements: this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, Agreement and, if entered into, the Underwriting Agreement, and the Fee Letter, each as amended (to amended, the extent they are parties to such agreements)Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling ShareholdersShareholders acknowledge and confirm, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectlyindirectly , be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from ASBA Bidders who such error in data entry) which have been submitted their Bid cum Application Forms directly to an SCSB SCSB, Registered Broker, RTA or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform. 2.4 Notwithstanding anything included in this Agreement, including the Offer will be mandatorily conducted in accordance with the SEBI ICDR Regulations and the procedure set out for any error Phase II in data entrythe UPI Circulars, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer unless UPI Phase III of the UPI Circulars becomes effective and applicable on or prior to the Bid/Offer Opening Date. 2.5 The Parties acknowledge that any RIB whose Bid Amounts has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the UPI Bidders using concerned SCSB within three months of the UPI Mechanismlisting date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or and verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through made using the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 The Parties acknowledge that the Offer will be made under the processes and procedures of Phase III of the UPI Circulars, for procuring Bids for the Equity Shares (other than Bids directly submitted to the SCSBs, Bids collected by the Registered Brokers at the Broker Centers, Bids collected by RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations), the collection of Bid Amounts from ASBA Bidders and Anchor Investors and to conclude the process of Allotment and listing in accordance with the SEBI ICDR Regulations and other Applicable Law, the Company and the Selling Shareholders, in consultation with the BRLMs, have appointed the Syndicate Members. 2.2 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders to Members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (other than Bids submitted by the ASBA Bidders directly to SCSBs at the Designated SCSB Branches, Bids collected by Registered Brokers at Broker Centers, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at Designated CDP Locations) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)BRLMs. For the avoidance of doubt, this This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity SharesShares or to provide any financing to the Company or the Selling Shareholders or their respective Affiliates. Such an agreement in respect of the Offer will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) BRLMs enter into an underwriting agreementUnderwriting Agreement, such agreement shall, inter inter-alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to as mutually agreed between the parties to the Underwriting AgreementParties. 2.2 2.3 The members Members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in under the Applicable Law (including the SEBI ICDR Regulations), this Agreement, the Offer Agreement, the Fee LetterEngagement Letters, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreementswhen executed). 2.3 2.4 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, jointly acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry entry) and the collection and realization of Bid Amounts from Bidders who have submitted their Bid cum Application Form directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or and verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. Each member of the Syndicate shall be fully responsible for the performance of the obligations of its respective Sub-Syndicate Members, and not for the Sub-Syndicate Members of any other member of the Syndicate. 2.4 2.5 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, UPI Circulars, Exchange Circulars, all ASBA Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. . 2.6 The above timeline is Parties acknowledge that any UPI Bidder whose Bid has not been considered for Allotment, due to failures on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III part of an SCSB may seek redressal from the concerned SCSB within three months of the date of listing of the Equity Shares in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2018/22 dated August 9February 15, 20232018 read with the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. 2.7 The Parties hereby acknowledge that Peak XV Partners Investments V has been identified as a ‘promoter’ and is contributing Equity Shares towards the minimum promoters’ contribution in order to satisfy the requirements under Regulations 14 and 16 of the SEBI ICDR Regulations. Peak XV is not involved in the day-to-day management or affairs of the Company, and has not had any time in the past nor does it currently have a representative on the Board of Directors of the Company and does not exercise control over the Company.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 The Parties acknowledge that the Offer will be made under the processes and procedures of Phase III of the UPI Circulars. The Company and the Promoter Selling Shareholders, in consultation with the BRLMs, have appointed the Syndicate Members for procuring Bids for the Equity Shares (other than Bids directly submitted to the SCSBs, Bids collected by Registered Brokers, Bids collected by RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations), the collection of Bid Amounts from ASBA Bidders and Anchor Investors and to conclude the process of Allotment and listing in accordance with the SEBI ICDR Regulations and other Applicable Law. 2.2 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders to members of the Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)Lead Managers. For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, and shall not create or be deemed to create any obligation as an agreement or commitmentcommitment whether express or implied, directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or the Promoter Selling Shareholders or their respective Affiliates. Such an agreement in respect of the Offer will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties Parties to the Underwriting Agreement. 2.2 2.3 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Banks Agreement, the Share Escrow Agreement, the Offer Documents, Agreement and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended (to amended, the extent they are parties to such agreements)Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. 2.3 2.4 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Promoter Selling ShareholdersShareholders acknowledge and confirm, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry and collection entry) which have been submitted directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. 2.5 Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the SEBI ICDR Regulations and the procedure as set out for Phase III in the SEBI UPI Circulars subject Circulars. 2.6 The Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to any circulars, clarification or notification issued by failures on the SEBI part of the SCSB may seek redressal from time to time, including the concerned SCSB within three months of the listing date in accordance with respect to the ICDR Master Circular read with the June 2023 Master Circular and the SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2021/2480/1/M dated August 9March 16, 20232021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI Circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible, directly or indirectly, for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids including Bids submitted by Syndicate ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations only and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations). For the avoidance of doubt, this Agreement is not intended to constitute, and shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLMs, Syndicate Member or any of their Affiliates to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholder or any of their respective Affiliates and this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders Shareholder and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an underwriting agreement, such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 The members of the Syndicate, as applicable, shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, this Agreement, the Offer Agreement, the Fee LetterWork Order, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling ShareholdersShareholder, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platformRTA, including for any error in data entry, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, has reduced the time period for listing of equity shares pursuant to a public issue from six Working Days to three Working Days i.e. T+3 days. (“UPI Phase III”). The above timeline is will be applicable on a voluntary basis for public issues opening on or after September 1, 2023 and on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023Circulars.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to Members of the BRLMs Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (but excluding other than Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or SCSBs, Bids collected by Registered Brokers at the Broker Centres, CDPs Collecting Depository Participants at the Designated CDP Locations and RTAs at the Designated RTA Locations)) and Bids submitted by the Anchor Investors at the select offices of the BRLMs. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, indirectly among the Parties (including the BRLMs or any of their Affiliates) with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Shares. In securities of the event the Company, Company or the Selling Shareholders and the underwriters to be appointed in relation or any of their respective Affiliates or providing any financing to the Offer (“Underwriters”) enter into Company. Such an underwriting agreementagreement will be made only by way of execution of the Underwriting Agreement, such agreement which shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) ), lock- up, indemnity and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to Company, the Underwriting AgreementSelling Shareholder and the Underwriters. 2.2 The members Members of the Syndicate, as applicable, shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR RegulationsRegulations and the Offer Documents, and, to the extent they are parties to this Agreement, the Engagement Letter, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, Agreement and the Underwriting Agreement, each as amended (to the extent they are parties to such agreementswhen executed). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry entry) and collection and realization of the Bid Amount from Bidders who have submitted their Bid cum Application Forms directly to the SCSBs, Registered Brokers, RTAs or CDPs or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanismmechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks Each member of the Syndicate shall be fully responsible for the reconciliation performance of UPI Bidsthe obligations of its respective Sub-Syndicate Members, and not for the Sub-Syndicate Members of any other member of the Syndicate. 2.4 Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted in accordance with the procedure set out for Phase II in the UPI Circulars. Notwithstanding anything included in this Agreement, in the event that Phase III of the UPI Circulars becomes mandatorily applicable to the Offer, the Offer will be conducted in accordance with SEBI ICDR Regulations and the procedure set out for Phase III in the UPI Circulars. 2.5 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, SEBI Process Circulars, Exchange Circulars, all ASBA Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is . 2.6 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2018/22 dated August 9February 15, 20232018. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate syndicate Members in relation to the procurement of Bids from Bidders, including Bids submitted by Syndicate ASBA Bidders to Members of the Syndicate and the Sub-syndicate Members at the Specified Locations in respect of the Offer (other than Bids submitted directly to the SCSBs at Designated SCSB Branches, Bids collected by Registered Brokers at Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)BRLMs. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement any obligation or commitment, directly or indirectly, on the part of the BRLMs or the Syndicate Member to purchase, underwrite or sell any securities of the Corporation or to enter into the Underwriting Agreement or to provide any financing or underwriting to the Corporation, its Affiliates, or any of the Selling Shareholder. Such obligations, if any, shall be governed by the Underwriting Agreement, whenever executed among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity SharesParties. In the event the CompanyCorporation, the Selling Shareholders Shareholder and the underwriters to be appointed in relation to the Offer (“Underwriters”) Underwriters enter into an underwriting agreementthe Underwriting Agreement, such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 The members Members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, the Offer Documents, this Agreement, and to the extent they are parties to such agreements the Offer Agreement, the Fee Engagement Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Banks Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company Corporation and each of the Selling ShareholdersShareholder, severally and not jointly, acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids Bids, including for any error in data entry or investor grievances arising from such error in data entry, and the collection and realization of the Bid Amounts from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB SCSB, Registered Broker, RTA or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids bids to the Stock Exchange platform, including Platform or for any error in data entry, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that Offer will be undertaken pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids processes and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through procedure under Phase II of the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023Circulars. Notwithstanding anything included in this Agreement, in the event that Phase III of the UPI Circulars becomes applicable to the Offer, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure as set out for Phase III in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023Circulars.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 The Parties acknowledge that the Issue will be made under the processes and procedures of Phase III of the UPI Circulars on a mandatory basis. In order to arrange for procuring Bids for the Equity Shares (other than Bids directly submitted to the SCSBs, Bids collected by Registered Brokers, Bids collected by RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations), the collection of Bid Amounts from ASBA Bidders and Bids submitted by the Anchor Investors at the office of the BRLM and to conclude the process of Allotment and listing in accordance with the SEBI ICDR Regulations and other Applicable Law, the Company in consultation with the BRLM, have appointed the Syndicate Member. 2.2 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate in relation to the procurement of Bids from Bidders in respect of the Issue, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in relation to respect of the procurement of Bids including Issue (other than Bids submitted by Syndicate the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centers, Bids collected by the RTAs at the Designated RTA Locations and collection Bids collected by CDPs at the Designated CDP Locations) and collections of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by BRLM. The Parties agree that entering into this Agreement shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the ASBA Bidders members of the Syndicate or any of their respective Affiliates to purchase or place the Equity Shares or enter into any underwriting agreement in connection with the Issue or to provide any financing or underwriting to the SCSBs at Designated SCSB Branches Company or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders Company and the underwriters to be appointed in relation to the Offer (“Underwriters”) Syndicate enter into an underwriting agreement, such agreement shall, inter inter-alia, include customary representations and warranties, conditions as to closing of the Offer Issue (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to mutually agreed between the parties to the Underwriting AgreementParties. 2.2 2.3 The members of the Syndicate, as applicable, shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer Issue as specified in the SEBI ICDR Regulations, this Agreement, the Offer Agreement, the Fee Engagement Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer DocumentsRed ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 2.4 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry entry) and the collection and realization of Bid Amounts from Bidders who have submitted their Bid cum Application Form directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or and verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The 2.5 Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are any UPI Bidders are required whose Bid has not been considered for Allotment, due to mandatorily Bid through failures on the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, part of the Offer will be mandatorily conducted under UPI Phase III SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the procedure SEBI Process Circulars, as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI amended from time to time, including with respect to . It is clarified that the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to Members of the BRLMs Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (but excluding other than Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs RTA at the Designated RTA Locations)) and collection of Bids submitted by the Anchor Investors at select offices of the BRLM. For the avoidance of doubt, this Agreement is not intended to constitute, and shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLM, Syndicate Members or any of their Affiliates to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Promoter Selling Shareholders or any of their respective Affiliates and this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an underwriting agreementagreement (the “Underwriting Agreement”), such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and indemnity, contribution, termination and force majeure provisions, in form and substance mutually satisfactory to the parties to the Underwriting Agreement. 2.2 The members Members of the Syndicate, as applicable, shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR RegulationsRegulations and Applicable Law, and this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended (to the extent that they are parties to such agreements)) and the Offer Documents. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Promoter Selling Shareholders, severally and not jointly, acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platformRTA, including for any error in data entry, entry or investor grievances arising from such error in data entry and collection of any such Bids, Bids or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. Each member of the Syndicate shall be fully responsible for the performance of the obligations of its respective Sub-Syndicate Member, and not for the Sub-Syndicate Members of any other member of the Syndicate. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted made under UPI the processes and procedures of Phase III in accordance with the procedure as set out in of the UPI Circulars Circulars, subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 for procuring Bids for the Equity Shares (other than Bids directly submitted to the SCSBs, Bids collected by the Registered Brokers at the Broker Centers, Bids collected by RTA at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations), the collection of Bid Amounts from ASBA Bidders and Anchor Investors and to conclude the process of Allotment and listing in accordance with the SEBI ICDR Regulations and other Applicable Law, the Company and the Promoter Selling Shareholders, in consultation with the BRLM, have appointed the Syndicate Members. 2.5 Any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular bearing reference number SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Bank(s) shall be responsible for the reconciliation of UPI Bids.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations). For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an underwriting agreement, such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, and legal opinions) and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 The members Members of the Syndicate, as applicable, shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, including for any error in data entry, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.and

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate member and the Sub-Syndicate Members syndicate member(s) in relation to the procurement of Bids including from Bidders, including, Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by to Syndicate member at the Anchor Investors at select offices Specified Locations only in respect of the BRLMs Issue (but excluding other than Bids directly submitted by the ASBA ABSA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker CentresCenters, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)) and Bids submitted by the Anchor Investors at select offices of the BRLM. For the avoidance of doubt, this Agreement is not intended to constitutecreate any obligation, and should not or be construed asdeemed to impose, an any obligation, agreement or commitmentcommitment (express or implied) on the Syndicate member, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any place the Equity Shares. In , or enter into any underwriting agreement (the event “Underwriting Agreement”) with, or provide any financing to, the Company, or their respective Affiliates. Such commitment will be made only by the Selling Shareholders and execution of the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into Underwriting Agreement or an underwriting agreement, such agreement shall, inter alia, of similar nature which shall include customary representations and warranties, conditions as to closing of the Offer Issue (including the provision of comfort letters, arrangement letters, representation letters and legal opinions) ), lock-up, indemnity and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting AgreementBRLM. 2.2 The members of the Syndicate, as applicable, Syndicate Member shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer Issue as specified in the SEBI ICDR Regulations, this Agreement, the Offer Issue Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Issue Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate member shall not in any way, directly or indirectly, be responsible or liable for any Bids Bids, including for any error in data entry, investor grievances arising from ASBA such error in data entry and collection of the Bid Amounts from Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a an RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, including for any error in data entry, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 Notwithstanding anything included in this Agreement, the Issue will be mandatorily conducted in accordance with the procedure set out for Phase II in the UPI Circulars, unless UPI Phase III of the UPI Circular becomes effective and applicable on or prior to the Bid/Issue Opening Date.\ 2.5 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer Issue through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to Members of the BRLMs Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (but excluding other than Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or SCSBs, Bids collected by Registered Brokers at the Broker Centres, CDPs Collecting Depository Participants at the Designated CDP Locations and RTAs at the Designated RTA Locations)) and Bids submitted by the Anchor Investors at the select offices of the BRLMs. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, indirectly among the Parties (including the BRLMs or any of their Affiliates) with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Shares. In securities of the event the Company, Company or the Selling Shareholders and the underwriters to be appointed in relation or any of their respective Affiliates or providing any financing to the Offer (“Underwriters”) enter into Company. Such an underwriting agreementagreement will be made only by way of execution of the Underwriting Agreement, such agreement which shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) ), lock-up, indemnity and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to Company, the Underwriting AgreementSelling Shareholder and the Underwriters. 2.2 The members Members of the Syndicate, as applicable, shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR RegulationsRegulations and the Offer Documents, and, to the extent they are parties to this Agreement, the Engagement Letter, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, Agreement and the Underwriting Agreement, each as amended (to the extent they are parties to such agreementswhen executed). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry entry) and collection and realization of the Bid Amount from Bidders who have submitted their Bid cum Application Forms directly to the SCSBs, Registered Brokers, RTAs or CDPs or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanismmechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks Each member of the Syndicate shall be fully responsible for the reconciliation performance of UPI Bidsthe obligations of its respective Sub-Syndicate Members, and not for the Sub-Syndicate Members of any other member of the Syndicate. 2.4 Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted in accordance with the procedure set out for Phase III in the UPI Circulars, in accordance with SEBI ICDR Regulations. 2.5 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, SEBI Process Circulars, Exchange Circulars, all ASBA Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is . 2.6 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2018/22 dated August 9February 15, 20232018. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to Members of the BRLMs Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (but excluding other than Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or SCSBs, Bids collected by Registered Brokers at the Broker Centres, CDPs Collecting Depository Participants at the Designated CDP Locations and RTAs at the Designated RTA Locations)) and Bids submitted by the Anchor Investors at the select offices of the Lead Manager. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, indirectly among the Parties (including the Lead Manager or any of their Affiliates) with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Shares. In securities of the event Company or the Promoter Selling Shareholder or any of their respective Affiliates or providing any financing to the Company. Such an agreement will be made only by way of execution of the Underwriting Agreement, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an underwriting agreement, such agreement which shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) ), lock-up, indemnity and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to Company, the Underwriting AgreementPromoter Selling Shareholder and the Underwriters. 2.2 The members Members of the Syndicate, as applicable, shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR RegulationsRegulations and the Offer Documents, and, to the extent they are parties to this Agreement, the Engagement Letter, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, Agreement and the Underwriting Agreement, each as amended (to the extent they are parties to such agreementswhen executed). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Promoter Selling Shareholders, severally and not jointly, Shareholder acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry entry) and collection and realization of the Bid Amount from Bidders who have submitted their Bid cum Application Forms directly to the SCSBs, Registered Brokers, RTAs or CDPs or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanismmechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks Each member of the Syndicate shall be fully responsible for the reconciliation performance of UPI Bidsthe obligations of its respective Sub-Syndicate Members, and not for the Sub-Syndicate Members of any other member of the Syndicate. 2.4 Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted in accordance with the procedure set out for Phase III in the UPI Circulars, in accordance with SEBI ICDR Regulations. 2.5 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, SEBI Process Circulars, Exchange Circulars, all ASBA Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is . 2.6 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2018/22 dated August 9February 15, 20232018. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 2.1. This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate syndicate Members in relation to the procurement of Bids from Bidders, including Bids submitted by Syndicate ASBA Bidders to Members of the Syndicate and the Sub-syndicate Members at the Specified Locations in respect of the Offer (other than Bids submitted directly to the SCSBs at Designated SCSB Branches, Bids collected by Registered Brokers at Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)BRLMs. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement any obligation or commitment, directly or indirectly, on the part of the BRLMs or the Syndicate Member to purchase, underwrite or sell any securities of the Company or to enter into the Underwriting Agreement or to provide any financing or underwriting to the Company, its Affiliates, or the Promoter Selling Shareholder. Such obligations, if any, shall be governed by the Underwriting Agreement, whenever executed among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity SharesParties. In the event the Company, the Promoter Selling Shareholders Shareholder and the underwriters to be appointed in relation to the Offer (“Underwriters”) Underwriters enter into an underwriting agreementthe Underwriting Agreement, such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 2.2. The members Members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, the Offer Documents, this Agreement, and to the extent they are parties to such agreements the Offer Agreement, the Fee Share Escrow Agreement, the Engagement Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Banks Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 2.3. Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Promoter Selling ShareholdersShareholder, severally and not jointly, acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids Bids, including for any error in data entry or investor grievances arising from such error in data entry, and the collection and realization of the Bid Amounts from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB SCSB, Registered Broker, RTA or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids bids to the Stock Exchange platform, including Platform or for any error in data entry, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 2.4. The Offer will be undertaken pursuant to the processes and procedure under Phase II of the UPI Circulars. Notwithstanding anything included in this Agreement, in the event that Phase III of the UPI Circulars becomes applicable to the Offer, the Offer will be conducted in accordance with the procedure set out for Phase III in the UPI Circulars. 2.5. The Parties acknowledge that pursuant to the SEBI ICDR Regulations, SEBI Process Circulars, Exchange Circulars, all ASBA Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. 2.6. The above timeline is Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2018/22 dated August 9February 15, 20232018. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Issue, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to members of the BRLMs Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Issue (but excluding other than Bids directly submitted by the ASBA Bidders directly to the SCSBs at Designated SCSB Branches or SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations). For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, as an agreement or commitment, commitment directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or its Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer Issue (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to Parties and the Underwriting AgreementUnderwriters. 2.2 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Offer Issue Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank AgreementAgreement and, the Share Escrow Agreement, the Offer Documents, and, Underwriting Agreement if entered into, and the Underwriting AgreementEngagement Letter, each as amended (to amended, the extent they are parties to such agreements)Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry and collection entry) which have been submitted directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer Issue will be mandatorily conducted under in accordance with the SEBI ICDR Regulations and the processes and procedure set out for Phase II in the UPI Circulars, unless UPI Phase III of the UPI Circulars becomes effective and applicable to the Issue on or prior to the Bid/Issue Opening Date, in such case the Issue shall be conducted in accordance with the procedure as set out for Phase III in the UPI Circulars subject Circulars. 2.5 Parties acknowledge that any UPI Bidder whose Bid has not been considered for Allotment, due to any circularsfailures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, clarification or notification issued by the SEBI from time to time2018, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2021/2480/1/M dated August 9March 16, 20232021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders to members of the Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)Managers. For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, as an agreement or commitment, commitment directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or the Selling Shareholders or their respective Affiliates. Such an agreement in respect of the Offer will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting AgreementParties. 2.2 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and to the extent that they are parties to this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, Agreement and, if entered into, the Underwriting Agreement, and the Fee Letter, each as amended (to amended, and the extent they are parties Red ▇▇▇▇▇▇▇ Prospectus and the Prospectus, together with the preliminary or final international supplement/wrap to such agreements)offering documents, Bid cum Application Form including the Abridged Prospectus, and any amendments, supplements, notices, corrections or corrigenda to such offering documents and international supplement/wrap. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and the each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from ASBA Bidders who such error in data entry) which have been submitted their Bid cum Application Forms directly to an SCSB SCSB, Registered Broker, RTA or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform. 2.4 Notwithstanding anything included in this Agreement, including the Offer will be mandatorily conducted in accordance with the SEBI ICDR Regulations and the procedure set out for any error Phase II in data entrythe UPI Circulars, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer unless UPI Phase III of the UPI Circular becomes effective and applicable on or prior to the Bid/Offer Opening Date, in which case the the Offer will be mandatorily conducted in accordance with the procedure set out for Phase III in the UPI Circulars. 2.5 Parties acknowledge that any RII whose Bid Amounts has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the UPI Bidders using concerned SCSB within three months of the UPI Mechanismlisting date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or and verifying the status of the Bidders. The Sponsor Banks Bank shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations). For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Promoter Selling Shareholders Shareholder and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an underwriting agreementUnderwriting Agreement, such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 The members Members of the Syndicate, as applicable, shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Promoter Selling ShareholdersShareholder, severally and not jointly, acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a an RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, including for any error in data entry, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023., has reduced the time period for listing of equity shares pursuant to a public issue from six Working Days to three Working Days

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Subsub-Syndicate Members syndicate members in relation to the procurement of Bids from Bidders, in respect of the Offer including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to Members of the BRLMs Syndicate and the sub-syndicate members at the Specified Locations only (but excluding other than Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and CRTAs at the Designated RTA Locations and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs). The Parties acknowledge and agree that entering into this Agreement or the Engagement Letter, as applicable shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the Members of the Syndicate to purchase or place the Issued Shares, or to enter into any underwriting agreement with respect to the Offer, or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates (as applicable). In the event the Parties enter into an underwriting agreement, such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, representation letters and legal opinions), indemnity, contribution, termination, and force majeure provisions. 2.2 The Members of the Syndicate shall have all the rights, powers, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, this Agreement, the Offer Agreement, the Engagement Letter, the Cash Escrow and Sponsor Bank Agreement, the Offer Documents, and the Underwriting Agreement (if executed), as applicable. 2.3 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub- Syndicate Members at the Specified Locations in respect of the Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centers, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations)) and collections of Bids submitted by the Anchor Investors at select offices of the BRLMs. The Parties agree and acknowledge that entering into this Agreement shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate or any of their respective Affiliates to purchase or place the Equity Shares or enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Syndicate enter into an underwriting agreement, such agreement shall, inter aliaamong other things, include customary representations representations, warranties and warrantiesundertakings, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 The members of the Syndicate, as applicable, shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 2.4 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge acknowledges and confirm confirms that the members each Member of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids and collection and realisation of the Bid Amount from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platformCRTA, including for any error in data entry, entry and investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanismentry. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 2.5 The Parties acknowledge that pursuant any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in part of an SCSB may seek redressal from the Offer through concerned SCSB within three months of the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through date of listing of the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III Equity Shares in accordance with the procedure as set out in ICDR Master Circular read with the UPI Circulars subject to any circularsJune 2 Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, clarification or notification issued by the SEBI from time to time2022, including with respect to ICDR Master Circular and the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023. 2.6 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company and each of the Selling Shareholders, in relation to the Offer that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting in its respective capacity; (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate; and (c) it has not been debarred or prohibited from acting as an intermediary by SEBI or any other regulatory authority, and in the event of withdrawal or cancellation of its registration, each Member of the Syndicate shall as soon as reasonably practicable inform the fact of such withdrawal or cancellation to other Parties.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 2.1. This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Issue, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to member of the BRLMs Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Issue (but excluding other than Bids directly submitted by the ASBA Bidders directly to the SCSBs at Designated SCSB Branches or SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations). For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, as an agreement or commitment, commitment directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or its Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Parties enter into an underwriting agreementUnderwriting Agreement, such agreement shallmay, inter alia, include customary representations and warranties, conditions as to closing of the Offer Issue (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to Parties and the Underwriting AgreementUnderwriters. 2.2 2.2. The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Offer Issue Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank AgreementAgreement and, the Share Escrow Agreement, the Offer Documents, and, Underwriting Agreement if entered into, and the Underwriting AgreementEngagement Letter, each as amended (to amended, the extent they are parties to such agreements)Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus. 2.3 2.3. Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry and collection entry) which have been submitted directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 20232.4. Notwithstanding anything included in this Agreement, the Offer Issue will be mandatorily conducted under in accordance with the SEBI ICDR Regulations and the processes and procedure set out for UPI Phase III in the UPI Circulars for procuring Bids for the Equity Shares (other than Bids directly submitted to SCSBs, Bids collected by Registered Brokers, Bids collected by CRTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations), the collection of Bid Amounts from ASBA Bidders to conclude the process of Allotment and listing in accordance with SEBI ICDR Regulations and other Applicable Law, the Company, in consultation with BRLM, has appointed Syndicate.. 2.5. Parties acknowledge that any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the procedure as set out in the UPI Circulars subject to any circularscircular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, clarification or notification issued by the SEBI from time to time2018, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1DIL2/CIR/P/2023/140 P/2021/2480/1/M dated August 9March 16, 20232021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders, including Bids submitted by Syndicate ASBA Bidders and collection of Bids submitted by the Anchor Investors at select offices to members of the BRLMs Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (but excluding other than Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches SCSBs or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)) and collection of Bids submitted by the Anchor Investors at select offices of the BRLM. The Parties agree that entering into this Agreement shall not create or deem to create any obligation, agreement or commitment, whether express or implied, on the BRLM, Syndicate Member or any of their Affiliates to enter into any underwriting agreement (the “Underwriting Agreement”) in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among on the Parties BRLM, Syndicate Member or any of their Affiliates with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an underwriting agreementthe Underwriting Agreement, such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, letters and arrangement letters), lock-up from the Company and legal opinions) the Promoter Selling Shareholders, and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. For avoidance of doubt, it is clarified that no member of the Syndicate shall be responsible under this Agreement for other members of the Syndicate (or the agents of such other members of the Syndicate, including their respective Sub-Syndicate Members) in connection with the Offer and each member of the Syndicate shall be treated as mutually exclusive of the other. 2.2 The members of the Syndicate, as applicable, shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR RegulationsRegulations and Applicable Law, and this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended (to the extent that they are parties to such agreements)) and the Offer Documents. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platformRTA, including for any error in data entry, entry or investor grievances arising from such error in data entry and collection of any such Bids, Bids or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI MechanismBidders. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted undertaken pursuant to the processes and procedure under UPI Phase III in accordance with the procedure as set out in the UPI Circulars on mandatory basis, subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023. 2.5 The Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Process Circulars.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 The Parties acknowledge that the Offer will be made under the processes and procedures of Phase II of the UPI Circulars (unless Phase III of the UPI Circulars becomes effective and applicable on or prior to the Bid/ Offer Opening Date) for procuring Bids for the Equity Shares (other than Bids directly submitted to the SCSBs, Bids collected by Registered Brokers, Bids collected by RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations), the collection of Bid Amounts from ASBA Bidders and Anchor Investors and to conclude the process of Allotment and listing in accordance with the SEBI ICDR Regulations and other Applicable Law, the Company, in consultation with the BRLMs, has appointed the Syndicate Member(s). Pursuant to SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, Phase III has been notified, and accordingly the revised timeline of T+3 days has been made applicable in two phases i.e. (i) voluntary for all public issues opening on or after September 1, 2023; and (ii) mandatory on or after December 1, 2023. The Offer shall be undertaken pursuant to the processes and procedures under UPI Phase II and the listing and commencement of trading of the Equity Shares at the Stock Exchanges is expected to occur within a period of six Working Days from the Bid/Offer Closing Date or such an earlier period as may be voluntarily implemented by the Company or as may be prescribed by the SEBI or any other circular or clarification or notification which may be issued by SEBI from time to time. 2.2 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders, including Bids submitted to Members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (other than Bids directly submitted to the SCSBs, Bids collected by Syndicate ASBA Bidders Registered Brokers, Collecting Depository Participants and collection of RTAs, and Bids by Anchor Investors) and Bids submitted by the Anchor Investors at select the offices of the BRLMs. The Parties agree that entering into this Agreement shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLMs (but excluding Bids directly submitted by or any of their Affiliates to purchase or place the ASBA Bidders Equity Shares or to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the SCSBs at Designated SCSB Branches Company, the Selling Shareholders or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Shares. In securities of the event the Company, Company or the Selling Shareholders and the underwriters to be appointed in relation any of their respective Affiliates or providing any financing to the Offer (“Underwriters”) enter into Company. Such an underwriting agreementagreement will be made only by way of execution of the Underwriting Agreement, such agreement which shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) ), lock-up, indemnity and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 2.3 The members Members of the Syndicate, as applicable, shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR RegulationsRegulations and the Offer Documents, and, to the extent they are parties to such agreements, this Agreement, the Engagement Letter, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, Agreement and the Underwriting Agreement, each as amended Agreement (to the extent they are parties to such agreementswhen executed). 2.3 2.4 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry entry) and collection and realization of the Bid Amount from Bidders who have submitted their Bid cum Application Forms directly to the SCSBs, Registered Brokers, RTAs or CDPs or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanismmechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 2.5 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is . 2.6 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the procedure as set out in UPI Circulars. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023Bids.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations, Bids collected by CDPs at the Designated CDP Locations) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs. The Parties acknowledge and agree that entering into this Agreement shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLMs (but excluding Bids directly submitted by or their Affiliates to purchase or place the ASBA Bidders Equity Shares, or to enter into any underwriting agreement in connection with the Offer, or to provide any financing or underwriting to the SCSBs at Designated SCSB Branches Company or Bids collected by Registered Brokers at the Broker CentresCompany Affiliates, CDPs at or the Designated CDP Locations and RTAs at the Designated RTA Locations)Selling Shareholders, or any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. Such an agreement in respect of the Offer will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) BRLMs enter into an underwriting agreementUnderwriting Agreement, such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, and legal opinions) and indemnity, contribution, termination and force majeure provisions, shall be in a form and substance satisfactory to the parties to the such Underwriting Agreement. 2.2 The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, this Agreement, the Offer Agreement, the Fee LetterEngagement Letter (to the extent applicable), the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, Agreement and, if entered into, the Underwriting Agreement, each as amended (to amended, and the extent they are parties to such agreements)Offer Documents. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, jointly acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) from ASBA Bidders who which have been submitted their Bid cum Application Forms directly to an SCSB SCSB, Registered Broker, RTA or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform. 2.4 Notwithstanding anything included in this Agreement, including for any error in data entry, investor grievances arising from such error in data entry and collection of any such Bids, blocking or transfer the event that Phase III of the circulars issued by SEBI in relation to UPI becomes applicable to the Offer on or prior to the Bid/Offer Opening Date, the Offer will be mandatorily conducted in accordance with the procedure set out for Phase III in such UPI circulars. 2.5 The Parties acknowledge that any UPI Bidders whose Bid Amounts has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the UPI Bidders using concerned SCSB within three months of the UPI Mechanismlisting date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018 read with June 2021 Circular and April 2022 Circular II. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or and verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure as set out in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by Syndicate the ASBA Bidders and collection of Bids submitted by to the Anchor Investors at select offices Members of the BRLMs Syndicate and the Sub-Syndicate Members at the Specified Locations only (but excluding other than Bids directly submitted by the ASBA Bidders to the SCSBs at Designated SCSB Branches or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)) and Bids submitted by the Anchor Investors at select offices of the BRLMs. For the avoidance of doubt, this Agreement is not intended to constitute, and shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLMs or any of their Affiliates to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates and this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Sharessecurities of the Company. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an underwriting agreementagreement (the “Underwriting Agreement”), such agreement shall, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, representation letters and legal opinions) lock-up and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreementthereto. 2.2 The members of the SyndicateMembers, as applicable, of the Syndicate shall have all the rights, powers, obligations, duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, this Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Sponsor Bank Banks Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm confirms that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA RTA, or for any reconciliation or for uploading of any such Bids bids to the Stock Exchange platform, including for any error in data entry, investor grievances arising from such error in data entry and collection of such Bids or for any such Bids, error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or and verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that Offer will be undertaken pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids processes and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through procedure under Phase II of the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023Circulars. Notwithstanding anything included in this Agreement, in the event that Phase III of the UPI Circulars becomes mandatorily applicable to the Offer, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure as set out for Phase III in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023Circulars.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 2.1. The Parties acknowledge that the Offer will be made under the processes and procedures of Phase III of the UPI Circulars. The Company and the Selling Shareholders, in consultation with the BRLMs, have appointed the Syndicate Members for procuring Bids for the Equity Shares (other than Bids directly submitted to the SCSBs, Bids collected by Registered Brokers, Bids collected by RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations), the collection of Bid Amounts from ASBA Bidders and Anchor Investors and to conclude the process of Allotment and listing in accordance with the ICDR Regulations and other Applicable Law. The Offer shall be undertaken pursuant to the process and procedures under Phase III of the UPI Circulars subject to any other circular or clarification or notification or direction which may be issued by SEBI from time to time. 2.2. This Agreement sets forth the various obligations and responsibilities of the Members members of the Syndicate in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in relation to respect of the procurement of Bids including Offer (other than Bids submitted by Syndicate the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centers, Bids collected by the RTAs at the Designated RTA Locations and collection Bids collected by CDPs at the Designated CDP Locations) and collections of Bids submitted by the Anchor Investors at select offices of the BRLMs (but excluding Bids directly submitted by BRLMs. The Parties agree and acknowledge that entering into this Agreement and the ASBA Bidders Engagement Letter shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate or any of their respective Affiliates to purchase or place the Equity Shares or enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the SCSBs at Designated SCSB Branches Company, the Selling Shareholders or Bids collected by Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations)their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) Syndicate enter into an underwriting agreement, such agreement shall, inter aliaamong other things, include customary representations representations, warranties and warrantiesundertakings, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, letters and legal opinions) and ), lock- up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting AgreementBRLMs, in their sole discretion. 2.2 2.3. The members of the Syndicate, as applicable, Syndicate shall have all the rights, powers, obligationsduties, duties obligations and responsibilities in connection with the Offer as specified in under the Applicable Law (including the SEBI ICDR Regulations), and, to the extent, they are parties to such agreements, this Agreement, the Offer Agreement, the Fee Engagement Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow AgreementRed ▇▇▇▇▇▇▇ Prospectus, the Offer DocumentsProspectus, the Preliminary Offering Memorandum, the Offering Memorandum, and, if entered into, the Underwriting Agreement, each as amended (to the extent they are parties to such agreements). 2.3 2.4. Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, (including for any error in data entry, investor grievances arising from such error in data entry entry) and the collection and realization of Bid Amounts from Bidders who have submitted their Bid cum Application Form directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids, Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or and verifying the status of Bidders and the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 2.5. The Parties acknowledge that pursuant any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in part of an SCSB may seek redressal from the Offer through concerned SCSB within three months of the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through date of listing of the UPI Mechanism. The above timeline is on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III Equity Shares in accordance with the procedure as set out in ICDR Master Circular read with the UPI Circulars subject to any circularsJune 2 Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, clarification or notification issued by the SEBI from time to time2022, including with respect to ICDR Master Circular and the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.

Appears in 1 contract

Sources: Syndicate Agreement