Compliance by the Company. The Company shall have performed and complied in all material respects with the provisions contained in this Agreement required to be performed and complied with by it at or before the Closing Date.
Compliance by the Company. All of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company on or prior to the Closing Date shall have been complied with and performed by it in all material respects, and the representations and warranties made by the Company in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except that any such representations and warranties that are given as of a particular date or period and relate solely to a particular date or period shall be true and correct as of such date or period.
Compliance by the Company. Each of the terms, covenants and conditions of this Agreement and the other Transaction Documents to be complied with and performed by the Company at or prior to the Closing shall have been complied with and performed by the Company, and the representations and warranties made by the Company in this Agreement shall be true and correct in all material respects at and as of the Closing with the same force and effect as though such representations and warranties had been made at and as of the Closing, except for representations and warranties that are expressly made as of a specific time, which shall be true and correct as of such time.
Compliance by the Company. All of the terms, covenants and conditions of this Agreement to be complied with and performed by the Company at or prior to the Initial Closing shall have been complied with and performed by it in all material respects, and the representations and warranties made by the Company in this Agreement shall be true and correct at and as of the Initial Closing, with the same force and effect as though such representations and warranties had been made at and as of the Initial Closing, except for changes expressly contemplated by this Agreement and except for representations and warranties that are made as of a specific time, which shall be true and correct only as of such time, and except for representations and warranties made in Sections 4.14 to 4.17 and Section 4.24, which shall be true and correct as of the date hereof.
Compliance by the Company. The Company (or any successor by operation of law of the Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Company) shall ensure that any assets held in trust pursuant to Section 4.7(c) comply with the provisions of Sections 4.4, 4.7(a) and 4.7(b) in accordance with its fiduciary obligations as trustee with respect to such amounts.
Compliance by the Company. (a) All the terms, covenants and conditions of this Agreement required to be complied with and satisfied by the Company at or prior to the Effective Time shall have been duly complied with and satisfied, and (b) the representations and warranties made by the Company, as may be updated pursuant to Section 6.5 hereof, shall be true and correct at and as of the Effective Time, except for those specifically relating to a time or times other than the Effective Time (which shall be true and correct at such time or times), with the same force and effect as if made at and as of the Effective Time. The Acquiror shall have received a certificate signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer to the foregoing effects.
Compliance by the Company. 11 3.1.2 Board of Directors..................................11 3.1.3 Consents............................................12 3.1.4
Compliance by the Company. Each of the Itaú Parties shall exercise all such rights and powers as are available to it and each of the Corp Group Parties shall exercise all such voting rights as are available to it (taking into account their respective rights and obligations under the Itaú Corp Group Shareholders Agreement) to ensure compliance with and to fully and effectually implement the provisions of this Agreement and, in the case of the Itaú Parties, the Shareholders Agreement, as promptly as reasonably possible, including as required to cause the Company and its Subsidiaries to take all actions required to be taken by them under the Transaction Documents.
Compliance by the Company. The Company undertakes to the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the CMIs and each of them that it shall, and the Warranting Controlling Shareholder shall use their best endeavours to procure that the Company shall, comply in a timely manner with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Company (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures Ordinance, the Listing Rules and the CSRC Rules and all requirements of the Stock Exchange, the SFC or the CSRC or any other Governmental Authority and all applicable Laws in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Global Offering, including, without limitation:
(a) complying in all material respects with the terms and conditions of the Global Offering and, in particular, its obligation to allot and issue the Hong Kong Offer Shares to successful applicants under the Hong Kong Public Offering and, if any of the Hong Kong Offer Shares falls to be taken up pursuant to Clause 4.4, to the applicants under Clauses 4.7 and 4.8, respectively, on terms that the Hong Kong Offer Shares, when issued, will rank pari passu in all respects with the existing issued Shares, including the right to rank in full for all distributions to be declared, paid or made by the Company after the time of their allotment, and that they will rank pari passu in all respects with the International Offer Shares;
(b) as soon as practicable following announcement of the basis of allocation of the Hong Kong Offer Shares and in any event no later than 15 December 2023 (the date specified in the Hong Kong Prospectus for the despatch of share certificates), causing definitive share certificates representing the Hong Kong Offer Shares to be posted or made available for collection in accordance with the terms of the Hong Kong Public Offering to successful applications or, as the case may be, procuring that the share certificates in respect of which successful applicants have elected for delivery into CCASS shall be duly delivered to the depositary for HKSCC for credit to the stock accounts of such CCASS participant(s) as may be specified for such purpose by or on behalf of the relevant applicant, and procuring that the names of the successful applicants (or, ...
Compliance by the Company. The Company hereby undertakes to the Joint Sponsors that it shall comply in all material respects with all applicable Laws, including, for the avoidance of doubt, the rules and regulations issued from time to time by the Stock Exchange and any other Governmental Authority.
