Failure of the Offer. 3.2.1.1 The Offer shall be deemed to have failed in the event of occurrence of any one of the following events: (a) the Bid/ Offer Opening Date not taking place within 12 (twelve) months, or any other date as may be permitted by SEBI from the date of the receipt of the final observations from SEBI on the Draft Red ▇▇▇▇▇▇▇ Prospectus, for any reason, whatsoever; (b) the RoC Filing does not occur on or prior to the Drop Dead Date for any reason; (c) the Offer becomes illegal or non-compliant with Applicable Law, or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or pursuant to any order or direction passed by any Governmental Authority having requisite authority and jurisdiction over the Offer; (d) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red ▇▇▇▇▇▇▇ Prospectus; (e) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges; (f) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non-compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; or (g) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom Equity Shares are Allotted is less than 1,000; (h) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR not having been Allotted in the Offer; (i) any event due to which the process of Bidding or the acceptance of Bids cannot start on the dates mentioned in the Offer Documents (including any revisions thereof agreed between the Parties for any reason) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the RoC; (j) the Offer Agreement being terminated in accordance with its terms and conditions; (k) the declaration of the intention of the Company and each of the Selling Shareholders, in consultation with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms of the Offer Agreement; (l) atleast 75% of the Net Offer not being allotted to QIBs; or (m) such other event as may be agreed in accordance with the Applicable Laws among the Company, each of the Selling Shareholders and the Managers in writing. 3.2.1.2 On becoming aware of an event specified in Clause 3. 2.1.1 upon receipt of the information from the Company, the Managers shall intimate in writing (in the form provided in Annexure C) to the Banker to the Offer and the Registrar of the occurrence of such event, with a copy to the Company and the Selling Shareholders. Provided that, on becoming aware of or upon receipt of the information from the Company of the event specified in Clause 3.2.1.1(g) (“Minimum Subscription Failure”) or Clause 3.2.1.1(e) to the extent that there is refusal by Stock Exchange to grant listing and trading approval (“ Stock Exchange Refusal”), the Managers shall as soon as reasonably possible and in any event, on the same day, intimate in writing (in the form provided in Annexure C) to the Escrow Collection Bank, Refund Bank, Public Offer Bank and the Registrar of the occurrence of such event, with a copy to the Company and the Selling Shareholders. 3.2.1.3 Upon receipt of an intimation from the Managers in writing as per Clause ▇. ▇.▇. ▇: (a) The Escrow Collection Bank/Public Offer Bank, as the case may be, shall, forthwith, on the same day, and in any case, not later than one Working Day from the receipt of written intimation from the Managers, transfer, with notice to the Managers, the Selling Shareholders and the Company, any amounts standing to the credit of the Escrow Accounts/Public Offer Account, as the case may be, to the Refund Account held with the Refund Bank, in accordance with the direction received from the Managers in the prescribed form set out in Annexure C. Provided that in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the Escrow Collection Banks shall forthwith, on the same Working Day, or in the event the intimation is received post banking hours, on the immediate next Working Day, transfer, with notice to the Managers, the Selling Shareholders and the Company, any amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank, in accordance with the direction received from the Managers in the prescribed form Annexure C. Immediately upon the transfer of amounts, the Refund Bank shall appropriately confirm the same to the Registrar, the Managers, the Company and each of the Selling Shareholders. (b) Subject to Applicable Law, the Registrar shall forthwith, but not later than one Working Day after receipt of the intimation as per Clause
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Failure of the Offer. 3.2.1.1 3.2.1.1. The Offer shall be deemed to have failed in the event of the occurrence of any one of the following events:
(ai) the Bid/ The Bid / Offer Opening Date not taking place for any reason within 12 (twelve) months, or any other date as may be permitted by SEBI months from the date of the receipt of the final observations from SEBI on the Draft Red ▇▇▇▇▇▇▇ Prospectus, for any reason, whatsoever;
(bii) any event occurs due to which the process of Bidding or the acceptance of Bids cannot start, including the Bid/Offer Opening Date not taking place for any reason;
(iii) the RoC Filing does not occur having occurred on or prior to the Drop Dead Date for any reason;
(civ) the Offer becomes illegal or non-compliant with Applicable Law, Law or is injuncted or prevented from completion, or otherwise rendered infructuous or unenforceable pursuant to any Applicable Law or unenforceable, including pursuant to any order or direction passed by any Governmental Authority judicial, statutory or regulatory authority having requisite authority and jurisdiction over the Offer;
(d) the Company and/or the Selling Shareholders, in consultation with the Managers, withdraw the Offer prior to the execution of the Underwriting Agreement in accordance with the Offer Agreement or the Red ▇▇▇▇▇▇▇ Prospectus;
(e) non receipt of regulatory approvals in a timely manner in accordance with Applicable Law or at all, including, the final listing and trading approval from Stock Exchanges;
(f) the Underwriting Agreement not having been executed on or prior to the date of the RoC Filing, unless such date is extended in terms of the Offer Documents or the Offer Agreement being terminated in accordance with its terms or having become illegal or unenforceable for any reason or, non-compliant with Applicable Law or, if or their performance has been prevented by SEBI, any court or other judicial, statutory, quasi-judicial, governmental, administrative, or regulatory body or tribunal having requisite authority and jurisdiction in this behalf, prior to the transfer of funds into the Public Offer Account, in accordance with the terms of the Agreement; or
(gv) in accordance with Regulation 49(1) of the SEBI ICDR Regulations, if the minimum number of Allottees to whom the Equity Shares are Allotted pursuant to the Offer is less than 1,000;
(hvi) non-receipt of regulatory approvals in a timely manner in accordance with Applicable Law, including rejection or non-disposition of an application for a listing and trading approval by a Stock Exchange within the period specified under Applicable Law;
(vii) the declaration of the intention of the Company and the Selling Shareholders, in consultation with the BRLMs, to withdraw and/or cancel and/or abandon the Offer at any time after the Bid/Offer Opening Date until the Designated Date;
(viii) Failure to comply with the requirements of the number of Allottees in the Offer being at least 1,000 or minimum subscription of 90% of the Fresh Issue;
(ix) the minimum number of Equity Shares as prescribed under Rule 19(2)(b) of the SCRR Securities Contracts (Regulation) Rules, 1957 have not having been Allotted in the Offer;
(ix) the Underwriting Agreement is not executed on or prior to the Drop Dead Date, unless the date is mutually extended by the BRLMs, the Company and the Selling Shareholders;
(xi) any event due to which of the process of Bidding or Engagement Letters, the acceptance of Bids cannot start on the dates mentioned in the Offer Documents Underwriting Agreement (including any revisions thereof agreed between the Parties for any reasonif and when executed) or the Bid/Offer Opening Date not taking place for any reason within ninety (90) days of the date of the filing of the Red ▇▇▇▇▇▇▇ Prospectus with the RoC;
(j) the Offer Agreement being Agreement, after its execution, is terminated in accordance with their respective terms or becomes illegal or unenforceable for any reason or, in the event that its terms performance has been prevented by any judicial, statutory or regulatory authority having requisite authority and conditionsjurisdiction in this behalf;
(kxii) if the declaration of Offer is postponed or withdrawn or abandoned for any reason prior to filing the intention of the Company and each of the Selling Shareholders, in consultation RHP with the Managers, to withdraw and/or cancel and/or abandon the Offer in terms Registrar of the Offer Agreement;
(l) atleast 75% of the Net Offer not being allotted to QIBsCompanies; or
(mxiii) such other event whatsoever, as may be mutually agreed in accordance with the Applicable Laws upon among the Company, each of the Selling Shareholders and the Managers BRLMs in writing.
3.2.1.2 On becoming aware of an event specified in Clause 3.
2.1.1 upon 3.2.1.2. The BRLMs shall, on the receipt of the relevant information from the CompanyCompany or the Selling Shareholders, as the Managers shall case maybe, regarding such an event as specified in Section 3.2.1.1, intimate in writing (in the form provided in Annexure C) to the Banker Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank, the Sponsor Banks and the Registrar to the Offer and the Registrar of the occurrence of such event, (with a copy to the Company and the Selling Shareholders. Provided that), on becoming aware of or upon receipt of the information from the Company occurrence of the any event specified in Clause 3.2.1.1(g) Section 3.2.1.1 of this Agreement (“Minimum Subscription Failure”) or Clause 3.2.1.1(e) in the form specified in Annexure B).
3.2.1.3. On receipt of intimation of the failure of the Offer from the BRLMs in accordance with Section 3.2.1.2 of this Agreement, the Registrar to the extent that there is refusal by Stock Exchange to grant listing and trading approval (“ Stock Exchange Refusal”), the Managers Offer shall as soon as reasonably possible and in any eventforthwith, on the same dayWorking Day of such receipt, intimate in writing (in following the form provided in Annexure C) reconciliation of accounts with the Escrow Collection Bank or Public Offer Account Bank, as applicable, provide to the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, Public Offer Bank and the Registrar of Sponsor Banks, the occurrence of such eventBRLMs, with a copy to the Company and the Selling ShareholdersShareholders (i) a list of Beneficiaries and the amounts to be refunded by the Refund Bank from the Refund Account to such Beneficiaries, and/or (ii) a list of ASBA Bidders for unblocking the ASBA Accounts (including accounts blocked through the UPI Mechanism, as applicable). The Registrar to the Offer shall prepare and deliver to the Company an estimate of the stationery that will be required for printing the refund intimations. The Company shall, within one (1) Working Day of the receipt of the list of Beneficiaries and the amounts to be refunded thereto, prepare and deliver the requisite stationery for printing of refund intimations to the Registrar to the Offer’s office, who in turn shall immediately dispatch such intimations to the respective Bidders and in any event no later than the time period specified in this regard in the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. The Registrar to the Offer and the Bankers to the Offer agree to be bound by any instructions from the Company and the BRLMs and also agree to render all requisite cooperation and assistance in this regard. The Refund Bank confirms that it has the required technology and processes to undertake all activities mentioned in this Agreement. The Refund Bank shall ensure that refunds made pursuant to the failure of the Offer in accordance with Section 3.2.1.1 of this Agreement, shall be credited only to (i) the bank account of the Bidder from which the Bid Amount was remitted to the Escrow Collection Bank for Anchor Investors and unblocked in the same ASBA Accounts (including accounts blocked through the UPI Mechanism, as applicable) in case of ASBA Bidders, in accordance with Rule 11 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, (ii) remitted to the respective bank accounts of the Bidders, in case the amounts have been transferred to the Refund Account from the Public offer Account, if applicable and (iii) the bank account of the Underwriters or any other person in respect of any amounts deposited by the Underwriters or any other person in the relevant Escrow Account pursuant to any underwriting obligations in terms of the Underwriting Agreement. The Registrar further acknowledges the requirement under Applicable Law to pay interest for delayed issue of refunds in accordance with the SEBI ICDR Regulations and the UPI Circulars and shall accordingly provide all assistance in this regard in terms of the UPI Circulars, to ensure that the refunds are made within two (2) Working Days (or such other time period as may be prescribed under Applicable Law).
3.2.1.3 Upon receipt of an intimation from 3.2.1.4. The Registrar to the Managers in writing as per Clause ▇.
▇.▇. ▇:
(a) The Escrow Collection Bank/Public Offer BankOffer, as together with the case may beBRLMs, shall, forthwith, shall forthwith and on the same dayWorking Day, and in any case, not later than one Working Day from instruct the receipt of written intimation from the Managers, transfer, with notice to the Managers, the Selling Shareholders Escrow Collection Bank and the Company, Public Offer Account Bank to transfer any amounts standing to the credit of the Escrow Accounts/Accounts or the Public Offer Account, as the case may beapplicable, to the Refund Account held (with a copy to the Refund Bank, in accordance with the direction received from Company and the Managers Selling Shareholders) (in the prescribed form set out specified in Annexure C. Provided that in the event of a Minimum Subscription Failure or a Stock Exchange Refusal, the C). The Escrow Collection Banks shall Bank shall, forthwith, on the same Working Day, day on which intimation is received or in the event the intimation is received post banking hours, on the immediate next Working Day,, transfer, with notice to the Managers, Company and the Selling Shareholders and the CompanyShareholders, any all amounts standing to the credit of the Escrow Accounts to the Refund Account held with the Refund Bank, in accordance with the direction instructions received from the Managers BRLMs and the Registrar in the prescribed form in Annexure C. Immediately upon C.
3.2.1.5. The Refund Bank shall, forthwith and on the same Working Day of the receipt of the list of Beneficiaries along with the amounts to be refunded thereto, with notice to the BRLMs, the Company and the Selling Shareholders, ensure that the transfer of amountsthe requisite amount to the account of the Beneficiaries, in accordance with the list of Beneficiaries received from the Registrar. The Refund Bank shall provide the details of the UTR/control numbers of such remittances to the Registrar on the same day. Such Beneficiaries will be sent a letter through electronic mail on the date of the remittance and through registered post by the Registrar informing them about the mode of credit of refund within one (1) Working Day after the remittance date. In the event of any returns/rejects from NEFT/RTGS/NACH/direct credit, the Refund Bank shall appropriately confirm inform the same Registrar to the RegistrarOffer and BRLMs forthwith and arrange for such refunds to be made through issue and immediate delivery of demand drafts if requested by the Bidder and/or the BRLMs. The Refund Bank shall act in accordance with the instructions of the BRLMs for issuances of these instruments. Physical refunds (if any) shall also be the responsibility of the Refund Bank. The entire process of refunds shall be completed within two (2) Working Days from the Bid/Offer Closing Date or such other time as prescribed under Applicable Law.
3.2.1.6. Subject to Section 11.2.7 of this Agreement, the ManagersEscrow Collection Bank, the Company Public Offer Account Bank, the Refund Bank and each the Sponsor Banks shall be discharged of all their legal obligations under this Agreement only if they have acted bona fide and in good faith and in accordance with the Selling Shareholders.
(b) Subject to terms of this Agreement, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum, the Offering Memorandum, applicable SEBI Regulations, the UPI Circulars and any other Applicable Law, the Registrar shall forthwith, but not later than one Working Day after receipt of the intimation as per Clause.
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