5.12 Status of the Company after IPO share
Within 6 months after Initial Public Offering (IPO), the Company has no policy to change major business operation.
6 Conditions Precedent
6.1 Conditions
The obligations of the Underwriters to procure subscribers for, and/or to subscribe and pay for the Offered Shares on or before the Closing Date (as defined in Clause 8.3 of this Agreement) are subject to the following conditions precedent:
6.1.1 Compliance
At the Closing Date (as defined in Clause 8. of this Agreement)
(a) the representations and warranties of the Company in this Agreement being accurate and correct at, and as if made on, the Closing Date (as defined in Clause 8.3 of this Agreement);
(b) the Company having performed all of its respective obligations under this Agreement to be performed on or before the Closing Date (as defined in Clause 8.3 of this Agreement) ;
(c) the Company, having made reasonable enquiries, believing there are no outstanding conditions for the listing of the Offered Shares other than the MOC approval for the increase in the Company’s paid-up share capital and other condition as specified in the Registration Statement and Prospectus; and
(d) the authorized director(s) of the Company has duly affixed the signatures on the Certificate of No Material Adverse Change as specified in Schedule 3 of this Agreement, dated as of the Closing Date, and such certificate has been delivered to the Lead Underwriter on the Closing Date (as defined in Clause 8.3 of this Agreement).
6.1.2 No Material Adverse Change
There shall not have been, in the opinion of the Lead Underwriter acting on behalf of the Underwriters, any material adverse change on the condition (financial or other), prospects, result of operations or general affairs of the Company, the international money and stock markets or Thailand’s money and stock markets which could adversely and materially affect the successful completion of the issue, offering and sale of the Offered Shares.