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GAMMON INDIA LIMITED

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your decision to accept an invitation to participate in the Issue based on any other information,<br />

representation, warranty or statement;<br />

you agree to indemnify and hold the Company and the Joint Global Co-ordinators harmless from any and<br />

all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in<br />

connection with any breach of the representations, warranties, acknowledgements and agreements in this<br />

section. You agree that the indemnity set forth in this paragraph shall survive the resale of the Equity<br />

Shares by or on behalf of the managed accounts;<br />

that the Company, the Joint Global Co-ordinators, their affiliates and others will rely on the truth and<br />

accuracy of the foregoing representations, warranties, acknowledgements and agreements which are<br />

given to the Joint Global Co-ordinators on their own behalf and on behalf of the Company and are<br />

irrevocable;<br />

you understand that the Joint Global Co-ordinators have no obligation to purchase or acquire all or any<br />

part of the Equity Shares purchased by you in the Issue or to support any losses directly or indirectly<br />

sustained or incurred by you for any reason whatsoever in connection with the Issue, including nonperformance<br />

by the Company of any of its respective obligations or any breach of any representations or<br />

warranties by the Company, whether to you or otherwise;<br />

that you are eligible to invest in India under applicable law, including the Foreign Exchange<br />

Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as<br />

amended from time to time, and have not been prohibited by the SEBI from buying, selling or dealing in<br />

securities;<br />

that you are a sophisticated investor who is seeking to purchase the Equity Shares for your own<br />

investment and not with a view to distribution; and<br />

that each of the representations, warranties, acknowledgements and agreements set out above shall<br />

continue to be true and accurate at all times up to and including the Allotment of the Equity Shares in the<br />

Issue;<br />

that (i) an investment in the Equity Shares involves a high degree of risk and that the Equity Shares are,<br />

therefore, a speculative investment, (ii) you have sufficient knowledge, sophistication and experience in<br />

financial and business matters so as to be capable of evaluating the merits and risk of the purchase of the<br />

Equity Shares, and (iii) you are experienced in investing in private placement transactions of securities of<br />

companies in a similar stage of development and in similar jurisdictions and have such knowledge and<br />

experience in financial, business and investments matters that you are capable of evaluating the merits<br />

and risks of your investment in the Equity Shares;<br />

you agree to indemnify and hold the Company and the Joint Global Co-ordinators harmless from any and<br />

all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in<br />

connection with any breach of the foregoing representations, warranties, acknowledgements and<br />

undertakings made by you in this Preliminary Placement Document. You agree that the indemnity set<br />

forth in this paragraph shall survive the resale of the Equity Shares by, or on behalf of, the managed<br />

accounts;<br />

the Company, the Joint Global Co-ordinators, their respective affiliates and others will rely on the truth<br />

and accuracy of the foregoing representations, warranties, acknowledgements and undertakings, which<br />

are given to the Joint Global Co-ordinators on their own behalf and on behalf of the Company, and are<br />

irrevocable; and<br />

You are purchasing the Equity Shares in an offshore transaction meeting the requirements of Rule 903 or<br />

904 of Regulation S;<br />

You understand that the Equity Shares have not been and will not be registered under the Securities Act<br />

or with any securities regulatory authority of any state of the United States and accordingly, may not be<br />

offered or sold within the United States, except in reliance on an exemption from the registration<br />

requirements of the Securities Act;<br />

vi

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