International Underwriting Agreement and Agreement Between Syndicates Sample Clauses

International Underwriting Agreement and Agreement Between Syndicates. 4.2.1 The Overall Coordinator shall have the sole authority to take action on behalf of the International Underwriters under the International Underwriting Agreement. 4.2.2 Each International Underwriter acknowledges and agrees that: (1) subject to any applicable power of attorney, the Overall Coordinator is authorized by each International Underwriter (other than the Overall Coordinator) as its representative to execute and deliver the International Underwriting Agreement and the Agreement Between Syndicates and to exercise in its discretion all of the authority vested in the Overall Coordinator thereunder; (2) the Overall Coordinator is authorized by each International Underwriter (other than the Overall Coordinator) (acting as its representative) to take all action that the Overall Coordinator believes desirable in carrying out the provisions of the International Underwriting Agreement, the Agreement Between Syndicates and this Agreement, including authority to agree to changes in: (a) those who are to be International Underwriters; (b) subject to Section 3.2 (Consent for Increase in Shares to be Purchased) of this Agreement, the Purchase Obligation of such International Underwriter in the International Underwriting Agreement; and (c) the terms or performance of the International Underwriting Agreement, the Agreement Between Syndicates and this Agreement which, in the Overall Coordinator’s sole judgment, will not have a material adverse effect upon the interests of such International Underwriter; and (3) this Agreement, the International Underwriting Agreement and the Agreement Between Syndicates allows certain decisions, agreements, approvals and consents to be given or made on behalf of the International Underwriters by, and certain rights, discretions and powers to be granted to or exercisable on behalf of the International Underwriters by, the Overall Coordinator, including but not limited to: (a) exercising the right to extend the deadline for fulfilment of, or to waive all or part of, any of the conditions to which the International Underwriting Agreement is subject; (b) terminating the International Underwriting Agreement pursuant to its terms; (c) reallocating the Offer Shares between the Hong Kong Public Offering and the International Offering; and (d) agreeing the Offer Price.
Sample 1
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Related to International Underwriting Agreement and Agreement Between Syndicates

  • Authorization of Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Other Underwriting Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity transaction.

  • Underwriting Agreements If requested by the Underwriters for any Underwritten Offering requested by holders pursuant to Sections 2.1 or 2.3, the Company and the holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such Underwriters, such agreement to be reasonably satisfactory in substance and form to the Company, the holders of a majority-in-interest of each class of the Registrable Securities to be included in such Underwritten Offering and the Underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 2.4. The holders of any Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.2 shall enter into such an underwriting agreement at the request of the Company. All of the representations and warranties and the other agreements by and on the part of the Company to and for the benefit of the Underwriters included in any such underwriting agreement shall also be made to and for the benefit of such holders, and any or all of the conditions precedent to the obligations of the Underwriters under such underwriting agreement shall be conditions precedent to the obligations of such holders. No holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such holder, such holder’s Registrable Securities, such holder’s intended method of distribution and any other representations required by law.

  • The Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Descriptions of the Underwriting Agreement This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Description of the Underwriting Agreement This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Underwriter Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at-the-market” or continuous equity transaction.

  • Certain Agreements of the Underwriters Each Underwriter hereby represents and agrees that: (a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing. Notwithstanding the foregoing, the Underwriters may use the Pricing Term Sheet referred to in Annex B hereto without the consent of the Company. (b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

  • Delivery of the Funding Agreement and the Guarantee The Trust hereby authorizes the Custodian, on behalf of the Indenture Trustee, to receive the Funding Agreement from Principal Life and the Guarantee from PFG pursuant to the assignment of the Funding Agreement and Guarantee (the “Assignment”), to be entered into on the Original Issue Date, included in the closing instrument dated as of the Original Issue Date (the “Closing Instrument”).

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