7 Underwriters’ Undertakings
7.1 Each of the Underwriters undertakes to refund Subscription Amount (as defined in Clause 8.2 of this Agreement) received by it without interest or penalty to those subscribers who are not successfully allocated by it in respect of any number of Offered Shares which they have expressed their interest to subscribe but not allocated to them, in the manner described in the Registration Statement and Prospectus, within the period as specified in Clause 9.1. If and to the extent that such refund is not made within the said period, the relevant Underwriter shall pay interest, on the amount required to be but not refunded, to those unsuccessful subscribers at the rate of 7.5 per cent per annum calculated from the day following the expiry of such relevant period. Each Underwriter agrees that it shall not use the refund amount as mentioned above for any purpose other than to refund to the unsuccessful subscribers.
7.2 Each Underwriter shall be responsible for collecting the Subscription Amount (as defined in Clause 8.2 of this Agreement) for the Offered Shares underwritten by it pursuant to Clause 2.1 and shall on the last day of the Offering Period, submit to the Lead Underwriter details of the subscribers approved by it in the form and in accordance with the procedures prescribed by the Lead Underwriter.
8 Closing
8.1 By 5.00 p.m. on November2, 2016, each Underwriter shall submit to the Lead Underwriter details of the subscribers procured by each Underwriter in the form in accordance with the procedure specified by the Lead Underwriter.
8.2 By 9:00 a.m. on November 2, 2016 the Lead Underwriter shall (i) deliver to the TSD, in the form and manner prescribed by the TSD, details of the subscribers of the Offered Shares and the number of the Offered Shares allocated to each subscriber; and (ii) notify the TSD the number of the Offered Shares to be settled through scripless or physical share certificate form, as instructed by the subscribers.
8.3 By 9.30 a.m. on November3, 2016 (the “Closing Date”), the Lead Underwriter and each Co-Underwriter shall, without any set-off or deduction, transfer the Subscription Amount (the “Subscription Amount”) pursuant to Clause 7.2 in Thai Baht in immediately available funds, to the bank account of the Company opened at Kasikorn Bank, Paholyothin Branch, current account number 099-1-39389-7, named “For Subscription of Ordinary Shares of Alla Public Company Limited” (“บัญชีจองซื้อหุ้นสามัญของ บริษัท ออลล่า จำกัด (มหาชน)”) or such other account as shall be notified by the Company (the “Bank Account”).
Upon receipt of the Subscription Amount remitted into the Bank Account, the Company shall as soon as practicable cause the registration of paid-up capital increase to reflect the issue of the Offered Shares subscribed by the subscribers with the MOC.
The Company shall not use pledge or withdraw the Subscription Amount in the Bank Account until the registration of its paid up capital with the MOC is completed.