Agreements agreements agreements, Study notes of Social Contract Theory

Download Agreements agreements agreements and more Study notes Social Contract Theory in PDF only on Docsity! DIFFERENT TYPES OF AGREEMENTS COMPANY WOULD NEED TO ENTER INTO, PRIOR TO GOING PUBLIC. 1. ISSUE AGREEMENT: This agreement is entered among the Book Running Lead Managers (BRLMs), the issuer and the selling shareholders (if any), prior to filing of the Draft Red Herring Prospectus with SEBI. This agreement provides roles and responsibilities of the BRLMs, the conditions precedent to the BRLMs' obligations, representations and warranties from the issuer, the selling shareholders (if any) and details of the indemnity provided by the issuer to the BRLMs. It also provides provisions for termination of the BRLMs' engagement. 2. UNDERWRITERS AGREEMENT: The Underwriting Agreement is executed amongst the issuer, the selling shareholders (if any) and the underwriters after the determination of the IPO price, but prior to the filing of the prospectus with the Registrar of Companies. Under, this agreement the underwriters agree to ensure payment or subscription with respect to the equity shares allocated to investors procured by them and, in the event of any default in payment, the respective underwriter is required to procure purchasers for, or purchase, the equity shares to the extent of the defaulted amount. Moreover, this agreement guarantees that the issuing company that a particular sum of money will be raised. 3. REGISTRAR AGREEMENT: This agreement is entered amongst the issuer, the selling shareholders (if any), and the registrar to the issue, whereby the issuer appoints the registrar for the IPO. The purpose of execution of this agreement is to sets forth the rights and obligations of the registrar in the IPO process such as issue of various IPO related procedural instructions, rejection of bids, assisting in finalising the Basis of Allotment and coordination on refunds. 4. ESCROW AGREEMENT: This agreement is executed prior to going Public by the company. Further, Escrow Agreements are classified into two categories, cash escrow agreement and share escrow agreement (in case of Offer for Sale). a. CASH ESCROW AGREEMENT: It provides the arrangement for collection of application/Bid Amount from Anchor Investors. It is executed amongst the issuer, the selling shareholders (if any), the BRLMs, the Escrow Collection Banks and the Registrar. It provides for the arrangement by which the funds in the Escrow Accounts are transferred to the refund account or the Public Issue Account. b. SHARE ESCROW AGREEMENT: In case of Offer for sale a separate share escrow agreement is executed between the issuer, selling shareholders and an escrow agent for deposit of shares offered in the Offer for Sale typically prior to the filing of Red Herring Prospectus. The company executes this agreement in order to lay down the process for receipt of Issue proceeds and release of funds to the Company