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Global Offering Sample Clauses

Global Offering comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules and all requirements of the SEHK or the SFC or any Authority in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Global Offering, including: 10.1.1 doing all such things as are necessary to ensure that Admission is obtained and not cancelled or revoked; 10.1.2 obtaining all necessary Approvals and making all necessary filings with the Registrar of Companies in Hong Kong; 10.1.3 making available for inspection the documents referred to in the section of the Hong Kong Prospectus headed “Documents Delivered to the Registrar of Companies and Documents on Display” for the period and at the address stated therein; 10.1.4 using its best endeavours to procure that each of the Hong Kong Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein; 10.1.5 procuring that none of the Directors and that the relevant Director to procure none of their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect; 10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior consent of the Sole Sponsor and the Sole Global Coordinator (for itself and on behalf of the Underwriters); 10.1.7 procuring that none of the Company, any member of the Group and/or the Covenantors, and/or any of their respective directors, officers, employees, affil...
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Global Offering. The Global Offering will include, simultaneously: (i) the Brazilian offering (“Brazilian Offering”), which will consist of the public offering for primary distribution of Shares (with the exception of ADSs) (“Brazilian Offering Shares”), to be held in Brazil, at a non-organized over-the-counter market, pursuant to the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM) (“CVM”) Instruction No. 400, dated December 29, 2003, as amended (“CVM Instruction 400”), under the coordination of Banco BTG Pactual S.A. (“BTG Pactual” or “Lead Coordinator” or “Stabilizing Agent”), of Bank of America Xxxxxxx Xxxxx Banco Múltiplo S.A. (“BofA Xxxxxxx Xxxxx”), of Banco Barclays S.A.
Sample 1
Global Offering. (a) Subject to the provisions set out in Articles 14 and 16 below, the New Shares for which Preferential Subscription Rights have been excluded to avoid a fractional subscription ratio as well as all New Shares as to which Preferential Subscription Rights are not exercised during the Subscription Period (together the “Reoffer Shares”) will be offered to domestic and international investors (the “Reoffer Tranche”). The Reoffer Tranche will also include the Old Shares to be sold by the Selling Shareholders in accordance with Article 2 above, as well as Optional Shares, if and to the extent the Over-allotment Option is exercised, in accordance with Article 5 below. The Reoffer Tranche shall be offered (i) on behalf of the Company with respect to the New Shares and the Optional Shares (if any) and (ii) on behalf of the Selling Shareholders with respect to the Old Shares, in each case to investors in accordance with subsection (4) below during the Subscription Period and the Business Day succeeding such period with the aim of completing such offering by , 2004 with settlement on , 2004. (b) The Company hereby instructs and authorizes, subject to the execution of the Pricing Agreement, the Underwriters to place the Reoffer Shares at the Reoffer Price in accordance with the provisions of this Agreement.
Sample 1
Global Offering. The Offering will include, simultaneously: (i) the Brazilian offering (“Brazilian Offering”), which will consist of the public offering for primary distribution of Shares (with the exception of ADSs) (“Brazilian Offering Shares”), to be held in Brazil, at a non-organized over-the-counter market, pursuant to the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM) (“CVM”) Instruction No. 400, dated December 29, 2003, as amended (“CVM Instruction 400”), under the coordination of Banco BTG Pactual S.A. (“BTG Pactual” or “Lead Coordinator” or “Stabilizing Agent”), of Bank of America Xxxxxxx Xxxxx Banco Múltiplo S.A. (“BofA Xxxxxxx Xxxxx”), of Banco Barclays S.A. (“Barclays”), of Citigroup Global Markets Brasil, Corretora de Câmbio, Títulos e Valores Mobiliários S.A. (“Citi”), of Banco de Investimentos Credit Suisse (Brasil) S.A. (“Credit Suisse”), of BES Investimento do Brasil S.A. – Banco de Investimento (“BESI”) and of HSBC Bank Brasil S.A. – Banco Múltiplo (“HSBC” and, together with BTG Pactual, BofA Xxxxxxx Xxxxx, Barclays, Citi, Credit Suisse and BESI, “Brazilian Coordinators”), of BB – Banco de Investimento S.A. (“BB Investimentos”), of Banco Bradesco BBI S.A. (“Bradesco BBI”), of Banco Caixa Geral – Brasil S.A. (“Caixa Geral”), of Xxxxxxx Xxxxx do Brasil Banco Múltiplo S.A. (“Xxxxxxx Xxxxx”), of Banco Itaú BBA S.A. (“Itaú BBA”), of Banco Xxxxxx Xxxxxxx X.X. (“Xxxxxx Xxxxxxx”) and of Banco Santander (Brasil) S.A. (“Santander” and, together with BB Investimentos, Bradesco BBI, Caixa Geral, Xxxxxxx Xxxxx, Itaú BBA and Xxxxxx Xxxxxxx, the “Brazilian Bookrunners” and, together with the Brazilian Coordinators, “Brazilian Joint Bookrunners”), and with the participation of XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. (“XP Investimentos”) and of Banco BNP Paribas Brasil S.A. (“BNP Paribas” and, together with XP Investimentos, the “Brazilian Co-Managers”) and of established consortium institutions authorized to operate in the Brazilian stock market, accredited by the São Paulo Stock Exchange (BM&FBOVESPA S.A. – Bolsa de Xxxxxxx Xxxxxxxxxxx e Futuros (“BM&FBOVESPA”), invited to participate in the Brazilian Offering exclusively for the purpose of placing the Brazilian Offering Shares through Non-Institutional Investors (“Consortium Institutions” and, together with the Brazilian Joint Bookrunners and the Brazilian Co-Managers, “Institutions Participating in the Brazilian Offering”). BTG Pactual US Capital L...
Sample 1
Global Offering. Each of the Warrantors hereby undertakes to the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunner, the Joint Lead Managers, the Hong Kong Underwriters, the Capital Market Intermediaries and each of them: 10.9.1 to comply with the restrictions under Clause 9; 10.9.2 not to, and not to permit any affiliate (as defined in Rule 501(b) of Regulation D under the U.S. Securities Act) of the Company to sell, offer for sale or solicitor offers to buy or otherwise negotiate in respect of any security (as defined in the U.S. Securities Act) which could be integrated with the sale of the Offer Shares in a manner which would require registration under the U.S. Securities Act of the Offer Shares; 10.9.3 not to solicit any offer to buy or offer or sell the Offer Shares by means of any form of general solicitation or general advertising (as such terms are used in Rule 502(c) of Regulation D under the U.S. Securities Act) or in any manner involving a public offering within the meanings of Section 4(a) (2) of the U.S. Securities Act; and 10.9.4 not to, and not to permit its affiliates (as defined in Rule 501(b) of Regulation D under the U.S. Securities Act) or any person acting on its or their behalf (other than the Underwriters) to engage in any direct selling efforts (as that term is defined in Regulation S) with respect to the Offer Shares.
Sample 1
Global Offering. 2.1 The number of common shares, registered, book-entry and without par value issued by the Company set forth in item 1.1 of the Appendix I hereto (“Shares”) shall be offered, by means of primary public offering (i) in Brazil (“Shares of the Brazilian Offering”), on non-organized over-the-counter market, in conformity with CVM Instruction 400 and any other applicable legal provisions, with placement efforts abroad, in an offering registered pursuant to the U.S. Securities Act of 1933, as amended (“Securities Act”), subject to the legislation in force in the domicile country of each investor, through the investment methods regulated by the National Monetary Council (“CMN”), the Central Bank of Brazil (“Central Bank”) and CVM (“Brazilian Offering”); and (ii) abroad (“Shares of the International Offering”), in the form of American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts (“ADRs”), each ADS representing two Shares, by means of an offering registered pursuant to the Securities Act, subject to the legislation in force in the domicile country of each investor (“International Offering” and jointly with the Brazilian Offering, the “Global Offering”). 2.2 The Shares may be reallocated among the Brazilian Offering and the International Offering, by virtue of the demand verified in Brazil and abroad during the course of the Global Offering. 2.3 The Shares have been admitted for trading in the special securities trading segment of BM&FBOVESPA, governed by the Novo Xxxxxxx Listing Regulation of BM&FBOVESPA (“Novo Xxxxxxx Regulation”), under the symbol “PRGA3”. 2.4 The ADRs will be issued abroad by The Bank of New York Mellon, the depositary bank of the ADSs (“Depositary of the GDSs”), in conformity with the Deposit Agreement entered into by and among the Company and the Depositary of the ADSs (“Deposit Agreement for Issuance of ADRs”). The Shares of the International Offering evidenced by the ADSs will be deposited with Banco Itaú S.A. (“Custodian of the Shares of the International Offering”) in Brazil, pursuant to the terms and conditions set forth in the Custody Agreement entered into by and among the Depositary of the ADSs and the Custodian of the Shares of the International Offering (“Custody Agreement of the Shares of the International Offering”).
Sample 1

Related to Global Offering

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Reduction of Underwritten Offering If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

  • Participation in Public Offering No Person may participate in any Public Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

  • Underwritten Offering Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Underwritten Offerings In the event of an underwritten offering, the Company and each Holder will make such arrangements with the underwriters so that such Holder may participate in the offering on the same terms as the Company and any other party selling securities in such offering. The Company will not be required under this Section 2 to include any of a Holder’s Registrable Securities in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriter or underwriters selected by it (or by other persons entitled to select the underwriter or underwriters) and enters into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the managing underwriters determine would not reasonably be expected to jeopardize the success of the offering by the Company (the “Maximum Offering Size”). Notwithstanding any other provision of this agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the Registration and the underwriting, and the number of shares that may be included in such Registration and the underwriting will be allocated in the following priority up to the Maximum Offering Size, (i) first, to the Company for securities that the Company proposes to Register for its own account; (ii) second, to each Holder, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), that requests inclusion of its Registrable Securities in such registration statement, pro rata based on the number of Registrable Securities held by such Holder, (iii) third, to any other holders of incidental or “piggyback” registration rights requesting inclusion of their Registrable Securities in such registration statement, on a pari passu basis based upon the Registrable Securities held by such holders; and (iv) fourth, to other securities of the Company to be registered on behalf of any other holder with priorities among them as the Company shall determine. Any Registrable Securities excluded and withdrawn from such underwriting will be withdrawn from the Registration. For any Holder that is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons will be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” will be based upon the aggregate amount of Registrable Securities owned by all Persons included in such “Holder,” as described in this sentence.

  • Equity Offering The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).

  • Valid Offering Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

  • Participation in Underwritten Offerings No Person may participate in any underwritten offerings hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article II.

  • Offering If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

Most Referenced Clauses

Most Referenced Definitions