Common use of Application for Admission Clause in Contracts

Application for Admission. 3.1 The Company and the Directors will use all reasonable endeavours to obtain Admission including,without limitation, paying all fees and executing and delivering all such documents and doing or procuring the doing of all acts and things as shall be necessary in connection with such application and, insofar as within its power, generally to do and procure to be done all such things as may properly be required by the London Stock Exchange and/or Xxxxxxx Xxxxxx for the purposes of or in connection with Admission so as to enable Admission to take place by 8.00 a.m. on 17 July 2008. 3.2 Xxxxxxx Xxxxxx is hereby given all such authorities and powers by the Company and the Directors as are reasonably required for the purposes of obtaining Admission and Xxxxxxx Xxxxxx shall, on the terms and subject to the conditions in this agreement, provide all reasonable assistance towards obtaining Admission, including (without limitation) the submission, on behalf of the Company and at the Company’s expense, of the AIM Application. 3.3 The Company and the Directors shall procure that copies of the Admission Document are published by or on behalf of the Company in accordance with Rule 3 of the AIM Rules For Companies. 3.4 The Directors confirm to Xxxxxxx Xxxxxx and RBC that they have had explained to them by the Company’s Solicitors and Nominated Adviser and that they understand the nature of their responsibilities and obligations under the AIM Rules For Companies as directors of a company with a class of securities admitted for trading on AIM and their responsibilities and obligations under, FSMA and their fiduciary duties as directors. 3.5 The Company and the Directors confirm to Xxxxxxx Xxxxxx and RBC, after having made due and careful enquiry, that the Directors have established procedures which provide a reasonable basis for them to make proper judgments as to the financial position and prospects of the Company and that such procedures are accurately described in the Long Form Report in respect of the Company. 3.6 Subject to Admission, the Company shall procure, against production to the Registrars of a list containing the names of each of the Placees, and subject to Xxxxxxx Xxxxxx and RBC complying with their obligations under Clause 4.4, that prompt registration of those persons, as holders of the Placing Shares or purchasers of the Sale Shares, as the case may be, will be effected in accordance with the constitutional documents of the Company from time to time in force. 3.7 The Company shall, in accordance with the Admission Document, issue fully paid share certificates in respect of the Placing Shares in favour of the persons entitled thereto and the Company shall procure that such share certificates will bear a legend indicating that due to restrictions on transfer under the securities laws of the United States, the Placing Shares must be held in certificated form for a period of at least 12 months following the Placing, that the Placing Shares will not be eligible for settlement through CREST during that time and that they have not been and will not be registered in the United States. 3.8 Xxxxxxx Xxxxxx and RBC shall procure that a director of Xxxxxxx Xxxxxx and/or RBC will, provided that the relevant Selling Shareholder has not already done so, as agent and attorney for each of the Selling Shareholders (appointed under the respective Selling Shareholders’ Power of Attorney), execute instruments of transfer in respect of the Sale Shares in favour of such persons (if any) in accordance with such powers of attorney and this agreement as Xxxxxxx Xxxxxx and/or RBC may nominate or as Xxxxxxx Xxxxxx and/or RBC shall direct, provided that such instruments of transfer shall be executed outside, and not brought into, the United Kingdom. 3.9 Subject to production to the Company or the Registrars of the instruments of transfer referred to in clause 3.8 (duly stamped if required) and the relevant share certificates the Company will procure the delivery to Xxxxxxx Xxxxxx and RBC of share certificates in respect of the Sale Shares to those persons to whom Sale Shares have been transferred pursuant to clause 3.8 and in each case the Company will procure that the Registrars will enter the relevant persons on the register of members of the Company in respect of those shares.

Application for Admission. 3.1 4.1 The Company confirms that it has authorised Nomad to make the Application on its behalf and undertakes that it will pay all such fees as may be necessary to obtain Admission not later than 8.00 am on 31 October 2005 or such later date as is agreed in writing between the Company and Nomad, but in any event not later than 8 November 2005. 4.2 The Company and each of the Directors will use undertake to take all reasonable endeavours to obtain Admission including,without limitationsuch steps, paying all fees and executing and delivering execute all such documents and doing provide all such information, give all such undertakings and do or procuring the doing of all acts and things as shall be necessary in connection with such application and, insofar as within its power, generally to do and procure to be done all such things as may properly be required by necessary to comply with the requirements of the AIM Rules and the London Stock Exchange and/or Xxxxxxx Xxxxxx for the purposes of or in connection with the Application. 4.3 Without prejudice to the provisions of clause 10, where, after publication of the Admission so Document (but before Admission), there arises or is noted any material new factor, mistake or inaccuracy relating to the information included in the Admission Document, each of the Directors undertakes to notify the Company immediately after becoming aware of the same (whether or not such information results in any Warranty becoming untrue or inaccurate) and the Company will immediately: 4.3.1 disclose the factor, mistake or inaccuracy to Nomad in writing; and 4.3.2 in consultation with Nomad, prepare a Supplementary Admission Document and procure the publication of the same; and 4.3.3 following publication of any Supplementary Admission Document, make available free of charge sufficient copies of such document in accordance with the requirements of the AIM Rules. 4.4 If a Supplementary Admission Document is published pursuant to clause 4.3, reference to the Admission Document or to the Placing Documents in clauses 9 and 10 shall be deemed to include the Supplementary Admission Document and the Warranties referred to in clause 8 and set out in Schedule 2 shall be deemed to have been made and given in relation to the Admission Document as amended and supplemented by the Supplementary Admission Document as well as to enable the original Admission to take place by 8.00 a.m. on 17 July 2008Document. 3.2 Xxxxxxx Xxxxxx is hereby given all such authorities and powers 4.5 Subject to compliance by the Company and the Directors with clauses 4.1 to 4.3 (inclusive) and to their providing Nomad with all such information and assistance as are it may reasonably required for the purposes of obtaining Admission and Xxxxxxx Xxxxxx shallrequire to carry out its obligations under this clause 4.5, on the terms and subject Nomad will extend to the conditions Company all such assistance in this agreement, provide all reasonable assistance towards obtaining Admission, including (without limitation) connection with the submission, on behalf fulfilment of the Company and at the Company’s expenseConditions generally and, of the AIM Application. 3.3 The Company and the Directors shall procure that copies of the Admission Document are published by or on behalf of the Company in accordance with Rule 3 of the AIM Rules For Companies. 3.4 The Directors confirm to Xxxxxxx Xxxxxx and RBC that they have had explained to them by the Company’s Solicitors and Nominated Adviser and that they understand the nature of their responsibilities and obligations under the AIM Rules For Companies as directors of a company with a class of securities admitted for trading on AIM and their responsibilities and obligations under, FSMA and their fiduciary duties as directors. 3.5 The Company and the Directors confirm to Xxxxxxx Xxxxxx and RBC, after having made due and careful enquiry, that the Directors have established procedures which provide a reasonable basis for them to make proper judgments as to the financial position and prospects of the Company and that such procedures are accurately described in the Long Form Report in respect of the Company. 3.6 Subject to Admissionparticular, the Company shall procure, against production to the Registrars issue of a list containing the names of each of the Placees, and subject to Xxxxxxx Xxxxxx and RBC complying with their obligations under Clause 4.4, that prompt registration of those persons, as holders of the Placing Shares or purchasers of the Sale Shares, as the case may be, will be effected in accordance with the constitutional documents of the Company from time to time in force. 3.7 The Company shall, in accordance with the Admission Document, issue fully paid share certificates in respect of the Placing Shares in favour of the persons entitled thereto and the Company shall procure that such share certificates will bear a legend indicating that due to restrictions on transfer under the securities laws of the United StatesApplication, the Placing Shares must be held in certificated form for and, where relevant (and without prejudice to its rights under clause 10), compliance with the AIM Rules and the publication of a period of at least 12 months following the Placing, that the Placing Shares will not be eligible for settlement through CREST during that time Supplementary Admission Document if any as is reasonable and that they have not been consistent with its obligations and will not be registered duties as nominated adviser (as defined in the United States. 3.8 Xxxxxxx Xxxxxx and RBC shall procure that a director of Xxxxxxx Xxxxxx and/or RBC will, provided that the relevant Selling Shareholder has not already done so, as agent and attorney for each of the Selling Shareholders (appointed under the respective Selling Shareholders’ Power of Attorney), execute instruments of transfer in respect of the Sale Shares in favour of such persons (if anyAIM Rules) in accordance with such powers of attorney and this agreement as Xxxxxxx Xxxxxx and/or RBC may nominate or as Xxxxxxx Xxxxxx and/or RBC shall direct, provided that such instruments of transfer shall be executed outside, and not brought into, the United Kingdom. 3.9 Subject to production to the Company or the Registrars of the instruments of transfer referred to in clause 3.8 (duly stamped if required) and the relevant share certificates the Company will procure the delivery to Xxxxxxx Xxxxxx and RBC of share certificates in respect of the Sale Shares to those persons to whom Sale Shares have been transferred pursuant to clause 3.8 and in each case the Company will procure that the Registrars will enter the relevant persons on the register of members of the Company in respect of those sharesCompany.

Application for Admission. 3.1 The Company will make the application for Admission immediately after the publication of the Admission Document, approval for the Admission by AMEX and the Directors declaring effective of the SB2 filing by the SEC and will use all reasonable endeavours to obtain Admission including,without limitation, including paying all fees and executing and delivering all such documents and doing or procuring the doing of all acts and things as shall be necessary in connection with such the application therefor and, insofar as within its power, shall generally to do and procure to be done all such things as may properly be required by the London Stock Exchange and/or Xxxxxxx Xxxxxx for the purposes of or in connection with Admission so as to enable Admission to take place by 8.00 a.m. on 17 July 20086 February 2006. 3.2 Xxxxxxx Xxxxxx Xxxxxxx is hereby given all such authorities and powers by the Company and the Directors as are reasonably required for the purposes of obtaining Admission and Xxxxxxx Xxxxxx shall, on the terms and subject to the conditions in this agreement, provide Xxxxxxx shall take all reasonable assistance towards steps to assist in the obtaining Admission, of Admission including (without limitation) the submission, on behalf liaising with and dealing (insofar as it is able) with any requirements of the Company and at London Stock Exchange in connection with the Company’s expense, of the AIM Applicationsame. 3.3 The Company and the Directors shall procure that copies of the Admission Document are published made available free of charge at the addresses specified in the Admission Document as required by or on behalf of the Company in accordance with Rule rule 3 of the AIM Rules For CompaniesRules. 3.4 The Directors confirm (A) Without prejudice to clause 11 and without prejudice to any claim that Xxxxxxx Xxxxxx and RBC that they Xxxxxxx may have had explained under this agreement, if at any time prior to them by Admission the Company’s Solicitors and Nominated Adviser and that they understand the nature of their responsibilities and obligations under the AIM Rules For Companies as directors of a company with a class of securities admitted for trading on AIM and their responsibilities and obligations under, FSMA and their fiduciary duties as directors. 3.5 The Company and or the Directors confirm become aware that a significant new factor, material mistake or inaccuracy relating to the information included in the Admission Document has arisen or been noted, such change or matter or inaccuracy being significant within the meaning ascribed to that term in section 87G(4) of the FSMA, the Company or the Director in question will notify Xxxxxxx Xxxxxx Xxxxxxx immediately of such factor, mistake or inaccuracy and RBC, after having made due and careful enquiry, that the Directors have established procedures which provide a reasonable basis for them to make proper judgments will consult with it as to the financial position and prospects of the Company and that such procedures are accurately described in the Long Form Report in respect of the Company. 3.6 Subject to Admission, the Company shall procure, against production to the Registrars of a list containing the names of each of the Placees, and subject to Xxxxxxx Xxxxxx and RBC complying with their obligations under Clause 4.4, that prompt registration of those persons, as holders of the Placing Shares communication or purchasers of the Sale Shares, as the case may be, will be effected in accordance with the constitutional documents of the Company from time to time in force. 3.7 The Company shall, in accordance with the Admission Document, issue fully paid share certificates in respect of the Placing Shares in favour of the persons entitled thereto and the Company shall procure that such share certificates will bear a legend indicating that due to restrictions on transfer under the securities laws of the United States, the Placing Shares must be held in certificated form for a period of at least 12 months following the Placing, that the Placing Shares will not be eligible for settlement through CREST during that time and that they have not been and will not be registered in the United States. 3.8 Xxxxxxx Xxxxxx and RBC shall procure that a director of Xxxxxxx Xxxxxx and/or RBC will, provided that the relevant Selling Shareholder has not already done so, as agent and attorney for each of the Selling Shareholders (appointed under the respective Selling Shareholders’ Power of Attorney), execute instruments of transfer in respect of the Sale Shares in favour of such persons announcement (if any) to be made to persons to whom the Issue Documents have been sent. (B) Following notification under clause 3.4(A) the Company will: (1) make such announcement(s) relating to the fact, circumstance, change, matter or inaccuracy as Xxxxxxx Xxxxxxx shall reasonably require; (2) promptly prepare such supplementary admission document as may be necessary to inform persons to whom the Issue Documents have been sent of such fact, matter or inaccuracy in a form approved by Xxxxxxx Xxxxxxx (such approval not to be unreasonably withheld or delayed) and publish such supplement in accordance with such powers rule 3 of attorney and this agreement as Xxxxxxx Xxxxxx and/or RBC may nominate or as Xxxxxxx Xxxxxx and/or RBC shall direct, provided that such instruments the AIM Rules; and (3) promptly despatch copies of transfer shall be executed outside, and not brought into, the United Kingdom. 3.9 Subject to production Supplementary Admission Document to the Company or the Registrars of the instruments of transfer referred to in clause 3.8 (duly stamped if required) and the relevant share certificates the Company will procure the delivery to Xxxxxxx Xxxxxx and RBC of share certificates in respect of the Sale Shares to those persons to whom Sale Shares the Issue Documents have been transferred pursuant sent. (C) Following such announcement and/or despatch, references in this agreement to clause 3.8 the Issue Documents shall include any such announcement(s) and/or Supplementary Admission Document and the Warranties relating to the Admission Document in each case the Company will procure that the Registrars will enter the relevant persons paragraph 1 of Schedule 3 shall, notwithstanding any provision of this agreement, be deemed to be repeated on the register date of members publication of the Company Supplementary Admission Document and when so repeated shall be read and construed as if references in respect of those sharesthem to the Admission Document meant the Admission Document when read together with the Supplementary Admission Document.