New Listing of Securities. 7.1 In the event that the Client requests and authorises WLSL to apply for Securities in respect of a new listing and/or issue of Securities on the Exchange as its agent and for its benefit or for the benefit of any other person, the Client hereby warrants to and for WLSL's benefit that WLSL has authority to make such application on the Client’s behalf. 7.2 The Client shall familiarise himself and comply with all the terms and conditions governing the new listing and/or issue of Securities and the application for such new Securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with WLSL. 7.3 The Client hereby gives WLSL all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person). 7.4 The Client hereby further declares and warrants, and authorises WLSL to disclose and warrant to the Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL as its agent is the only application made, and the only application intended to be made, by the Client or on the Client's behalf, to benefit the Client or the person for whose benefit the Client is applying. The Client acknowledges and accepts that the aforesaid declaration and warranty will be relied upon by WLSL and by the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person in respect of any application made by WLSL as the Client’s agent. 7.5 In relation to Clause 7.4 above, the Client acknowledges that any application made by an unlisted company which does not carry on any business other than dealing in Securities and in respect of which the Client exercises statutory control shall be deemed to be an application made for the benefit of the Client. 7.6 The Client recognizes and understands that the legal, regulatory requirements and market practice in respect of applications for Securities may vary from time to time as may the requirements of any particular new listing or issue of Securities. The Client undertakes to provide WLSL such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL may in WLSL’s absolute discretion determine from time to time. 7.7 In relation to a bulk application to be made by WLSL or WLSL’s agent on WLSL’s own account and/or on behalf of the Client and/or WLSL’s other clients, the Client acknowledges and agrees: (a) that such bulk application may be rejected for reasons which are unrelated to the Client and the Client’s application and to the extent permitted by applicable law, neither WLSL nor WLSL’s agent shall, in the absence of fraud, gross negligence or wilful default, be liable to the Client or any other person in consequence of such rejection; and (b) to indemnify WLSL in accordance with Clause 21.2 of the Agreement if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the Client. The Client acknowledges that the Client may also be liable in damages to other persons affected by such breach or other factors.
Appears in 7 contracts
Samples: Securities Account Agreement, Client Securities Account Agreement, Client Securities Account Agreement
New Listing of Securities. 7.1 17.1 In the event that the Client Customer requests and authorises WLSL authorizes the Company to apply for Securities in respect of a new listing and/or issue of Securities on the Exchange as its agent and for its benefit or for the benefit of any other person, the Client Customer hereby warrants to and for WLSLthe Company's benefit that WLSL has the Company shall have authority to make such application on the Client’s Customer's behalf.
7.2 17.2 The Client Customer shall familiarise himself familiarize itself and comply with all the terms and conditions governing the Securities of the new listing and/or issue of Securities and the application for such new Securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client Customer agrees to be bound by such terms and conditions in any such transaction the Client Customer may have with WLSLthe Company.
7.3 17.3 The Client Customer hereby gives WLSL the Company all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or and/or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person).
7.4 17.4 The Client Customer hereby further declares and warrants, and authorises WLSL authorizes the Company to disclose and warrant to the Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL the Company as its agent is the only application made, and the only application intended to be made, by the Client Customer or on the ClientCustomer's behalf, to benefit the Client Customer or the person for whose benefit the Client Customer is applying. The Client Customer acknowledges and accepts that the aforesaid declaration and warranty will be relied upon by WLSL the Company and by the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person in respect of any application made by WLSL the Company as the Client’s Customer's agent.
7.5 In relation to Clause 7.4 above, the Client 17.5 The Customer acknowledges that any application made by an unlisted company which does not carry on any business other than dealing in Securities and in respect of which the Client Customer exercises statutory control shall be deemed to be an application made for the benefit of the ClientCustomer.
7.6 17.6 The Client Customer recognizes and understands that the legal, regulatory requirements and market practice in respect of applications for Securities may vary from time to time as may the requirements of any particular new listing or issue of Securities. The Client Customer undertakes to provide WLSL to the Company such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL the Company may in WLSL’s the Company's absolute discretion determine from time to time.
7.7 17.7 In relation to a bulk application to be made by WLSL the Company or WLSL’s the Company's agent on WLSL’s the Company's own account and/or on behalf of the Client Customer and/or WLSL’s the Company's other clients, the Client Customer acknowledges and agrees:
(ai) that such bulk application may be rejected for reasons which are unrelated to the Client Customer and the Client’s Customer's application and to neither the extent permitted by applicable law, neither WLSL Company nor WLSL’s the Company's agent shall, shall in the absence of fraud, gross negligence or wilful default, default be liable to the Client Customer or any other person in consequence of such rejection; and;
(bii) to indemnify WLSL the Company in accordance with Clause 21.2 of the Agreement 13 if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the ClientCustomer. The Client Customer acknowledges that the Client Customer may also be liable in damages to other persons affected by such breach or other factors; and
(iii) notwithstanding Clause 5.4 in the event that the bulk application is only partially filled, the Customer agrees that the Company is entitled to distribute the Securities allotted in its absolute discretion, including distributing the Securities equally between all customers under the bulk application and the Customer shall not have any claim to the Securities or claim of priority to another Customer in relation to the application.
17.8 In the event that the Company agrees to grant credit facilities to the Customer at the Customer’s request for the Customer’s application (the “Application”) for new listing and/or issue of Securities on the Exchange for the benefit of the Customer or any other person, the Customer hereby agrees that the terms and conditions of the Margin Client Agreement (including, without limitation, clause 2 (Margin Facility), clause 3 (Charge), clause 4 (Power of Attorney) and clause5 (Disposal of Collateral) set out in schedule 5 to this Agreement shall apply to such credit facilities and the Securities allocated, purchased or transferred pursuant to the Application (the “New Securities”),provided that in the application of such terms and conditions:
(i) the definition of “Collateral” under clause 1.3 of the Margin Client Agreement shall be replaced by the following definition:
Appears in 6 contracts
Samples: Securities Client Agreement, Securities Client Agreement, Securities Client Agreement
New Listing of Securities. 7.1 9.1 In the event that the Client requests and authorises WLSL the Company to apply for Securities securities in respect of a new listing and/or issue of Securities securities on the Exchange as its agent and for its benefit or for the benefit of any other person, the Client hereby warrants to and for WLSL's the Company’s benefit that WLSL the Company has authority to make such application on the Client’s behalf.
7.2 9.2 The Client shall familiarise himself and comply with all the terms and conditions governing the securities of the new listing and/or issue of Securities and the application for such new Securities securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with WLSLthe Company.
7.3 9.3 The Client hereby gives WLSL to the Company all the representations, warranties and undertakings which an applicant for Securities securities in a new listing and/ or and/or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securitiessecurities, the Stock Exchange or any other relevant regulator or person).
7.4 9.4 The Client hereby further declares and warrants, and authorises WLSL the Company to disclose and warrant to the Stock Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL the Company as its agent is the only application made, and the only application intended to be made, by the Client or on the Client's ’s behalf, to benefit the Client or the person for whose benefit the Client is applying. The Client acknowledges and accepts that the aforesaid declaration and warranty will be relied upon by WLSL the Company and by the issuer, sponsors, underwriters or placing agents of the relevant Securitiessecurities, the Stock Exchange or any other relevant regulator or person in respect of any application made by WLSL the Company as the Client’s agentagent for and on behalf of the Client.
7.5 In relation to Clause 7.4 above, the 9.5 The Client acknowledges that any application made by an unlisted company which does not carry on any business other than dealing in Securities securities and in respect of which the Client exercises statutory control shall be deemed to be an application made for the benefit of the Client.
7.6 9.6 The Client recognizes recognises and understands that the legal, regulatory requirements and market practice in respect of applications for Securities securities may vary from time to time as may the requirements of any particular new listing or issue of Securitiessecurities. The Client undertakes to provide WLSL to the Company such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL the Company may in WLSLthe Company’s absolute discretion determine from time to time.
7.7 9.7 In relation to a bulk application to be made by WLSL the Company or WLSLthe Company’s agent on WLSLthe Company’s own account and/or on behalf of the Client and/or WLSLthe Company’s other clients, the Client acknowledges and agrees:
(a) 9.7.1 that such bulk application may be rejected for reasons which are unrelated to the Client and the Client’s application and to neither the extent permitted by applicable law, neither WLSL Company nor WLSLthe Company’s agent shall, in the absence of fraud, gross negligence or wilful default, be liable to the Client or any other person in consequence of such rejection; and
(b) 9.7.2 to indemnify WLSL the Company in accordance with Clause 21.2 of the Agreement 15 if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the Client. The Client acknowledges that the Client may also be liable in damages to other persons affected by such breach or other factors.
9.8 The Company, on receipt of a request from the Client to apply for and purchase shares in companies that are being brought to the market by way of a new issue (“IPO Shares”), may provide assistance in financing subscriptions for such shares (“IPO Loan”). As continuing security for the due and punctual payment by the Client of all principal, interest and other sums owed by the Client to the Company in respect of the IPO Loan, the Client as beneficial owner hereby charges by way of first legal charge the IPO Shares to the Company until full payment made to the Company of the IPO Loan by the Client; and hereby expressly authorizes the Company to receive and apply all sums of whatever nature received by the Company (or the Company’s nominees) in respect of any part of the charged shares towards payment of the IPO Loan in such manner and at such time as the Company may determine.
Appears in 4 contracts
Samples: Trading Agreement, Trading Agreement, Margin Securities Trading Agreement
New Listing of Securities. 7.1 21.1 In the event that the Client requests and authorises WLSL authorizes GNS to apply for Securities in respect of a new listing and/or issue of Securities on the Exchange as its his agent and for its benefit or for the his benefit of any other person, the Client hereby warrants to and for WLSL's GNS’s benefit that WLSL has GNS have authority to make such application on the Client’s behalf.
7.2 21.2 The Client shall familiarise familiarize himself and comply with all the terms and conditions governing the Securities of the new listing and/or issue of Securities and the application for such new Securities securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with WLSLGNS.
7.3 21.3 The Client hereby gives WLSL to GNS all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or and/or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securitiessecurities, the Exchange or any other relevant regulator or person).
7.4 21.4 The Client hereby further declares and warrants, and authorises WLSL authorizes GNS to disclose and warrant to the Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL GNS as its his agent is the only application made, and the only application intended to be made, by the Client or on the Client's ’s behalf, to benefit the Client or the person for whose benefit the Client is Client’s applying. The Client acknowledges and accepts that the aforesaid declaration and warranty will be relied upon by WLSL GNS and by the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person in respect of any application made by WLSL GNS as the Client’s agent.
7.5 In relation to Clause 7.4 above, the 21.5 The Client acknowledges that any application made by an unlisted listed company which does not carry on any business other than dealing in Securities and in respect of which the Client exercises statutory control shall be deemed to be an application made for the benefit of the Client.
7.6 21.6 The Client recognizes and understands that the legal, legal regulatory requirements and market practice in respect of applications for Securities may vary from time to time as may the requirements of any particular new listing or issue of Securities. The Client undertakes to provide WLSL to GNS such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL GNS may in WLSLGNS’s absolute discretion determine determined from time to time.
7.7 21.7 In relation to a bulk application to be made by WLSL GNS or WLSLGNS’s agent on WLSLGNS’s own account and/or on behalf of the Client and/or WLSLand or GNS’s other clientsClients, the Client acknowledges and agrees:
(a) that such bulk application may be rejected for reasons which are unrelated to the Client and the Client’s application and to the extent permitted by applicable law, neither WLSL GNS nor WLSLGNS’s agent shall, in the absence of fraud, gross negligence or wilful willful default, be liable to the Client or any other person in consequence of such rejection; and
(b) to indemnify WLSL GNS in accordance with Clause 21.2 of the Agreement clause 15 if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating relation to the Client. The Client acknowledges that the Client may be also be liable in damages to other persons affected by such breach or other factors.
Appears in 3 contracts
Samples: Terms and Conditions for Securities Trading, Securities Trading Agreement, Securities Trading Agreement
New Listing of Securities. 7.1 In the event that the Client Customer requests and authorises WLSL CMSHK to apply for Securities in respect of a new listing and/or issue of Securities on the Exchange as its agent and for its benefit or for the benefit of any other person, the Client Customer hereby warrants to and for WLSLCMSHK's benefit that WLSL CMSHK has authority to make such application on the ClientCustomer’s behalf.
7.2 The Client Customer shall familiarise himself and comply with all the terms and conditions governing the new listing and/or issue of Securities and the application for such new Securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client Customer agrees to be bound by such terms and conditions in any such transaction the Client Customer may have with WLSLCMSHK.
7.3 The Client Customer hereby gives WLSL CMSHK all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person).
7.4 The Client Customer hereby further declares and warrants, and authorises WLSL CMSHK to disclose and warrant to the Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL CMSHK as its agent is the only application made, and the only application intended to be made, by the Client Customer or on the ClientCustomer's behalf, to benefit the Client Customer or the person for whose benefit the Client Customer is applying. The Client Customer acknowledges and accepts that the aforesaid declaration and warranty will be relied upon by WLSL CMSHK and by the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person in respect of any application made by WLSL CMSHK as the ClientCustomer’s agent.
7.5 In relation to Clause 7.4 above, the Client Customer acknowledges that any application made by an unlisted company which does not carry on any business other than dealing in Securities and in respect of which the Client Customer exercises statutory control shall be deemed to be an application made for the benefit of the ClientCustomer.
7.6 The Client Customer recognizes and understands that the legal, regulatory requirements and market practice in respect of applications for Securities may vary from time to time as may the requirements of any particular new listing or issue of Securities. The Client Customer undertakes to provide WLSL CMSHK such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL CMSHK may in WLSLCMSHK’s absolute sole discretion determine from time to time.
7.7 In relation to a bulk application to be made by WLSL CMSHK or WLSLCMSHK’s agent on WLSLCMSHK’s own account and/or on behalf of the Client Customer and/or WLSLCMSHK’s other clients, the Client Customer acknowledges and agrees:
(a) that such bulk application may be rejected for reasons which are unrelated to the Client Customer and the ClientCustomer’s application and to the extent permitted by applicable law, neither WLSL CMSHK nor WLSLCMSHK’s agent shall, in the absence of fraud, gross negligence or wilful default, be liable to the Client Customer or any other person in consequence of such rejection; and
(b) to indemnify WLSL CMSHK in accordance with Clause 21.2 of the Agreement if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the ClientCustomer. The Client Customer acknowledges that the Client Customer may also be liable in damages to other persons affected by such breach or other factors.
Appears in 2 contracts
Samples: Securities Account Agreement, Securities Account Agreement
New Listing of Securities. 7.1 17.1 In the event that the Client requests and authorises WLSL authorizes the Company to apply for Securities in respect of a new listing and/or issue of Securities on the Exchange as its agent and for its benefit or for the benefit of any other person, the Client hereby warrants to and for WLSL's the Company’s benefit that WLSL has the Company shall have authority to make such application on the Client’s behalf.
7.2 17.2 The Client shall familiarise himself itself and comply with all the terms and conditions governing the Securities of the new listing and/or issue of Securities and the application for such new Securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with WLSLthe Company.
7.3 17.3 The Client hereby gives WLSL the Company all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or and/or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person).
7.4 17.4 The Client hereby further declares and warrants, and authorises WLSL authorizes the Company to disclose and warrant to the Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL the Company as its agent is the only application made, and the only application intended to be made, by the Client or on the Client's ’s behalf, to benefit the Client or the person for whose benefit the Client is applying. The Client acknowledges and accepts that the aforesaid declaration and warranty will be relied upon by WLSL the Company and by the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person in respect of any application made by WLSL the Company as the Client’s agent.
7.5 In relation to Clause 7.4 above, the 17.5 The Client acknowledges that any application made by an unlisted company which does not carry on any business other than dealing in Securities and in respect of which the Client exercises statutory control shall be deemed to be an application made for the benefit of the Client.
7.6 17.6 The Client recognizes and understands that the legal, regulatory requirements and market practice in respect of applications for Securities may vary from time to time as may the requirements of any particular new listing or issue of Securities. The Client undertakes to provide WLSL to the Company such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL the Company may in WLSLthe Company’s absolute discretion determine from time to time.
7.7 17.7 In relation to a bulk application to be made by WLSL the Company or WLSLthe Company’s agent on WLSLthe Company’s own account and/or on behalf of the Client and/or WLSLthe Company’s other clients, the Client acknowledges and agrees:
(ai) that such bulk application may be rejected for reasons which are unrelated to the Client and the Client’s application and to neither the extent permitted by applicable law, neither WLSL Company nor WLSLthe Company’s agent shall, in the absence of fraud, gross negligence or wilful default, be liable to the Client or any other person in consequence of such rejection; and;
(bii) to indemnify WLSL the Company in accordance with Clause 21.2 of the Agreement 13 if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the Client. The Client acknowledges that the Client may also be liable in damages to other persons affected by such breach or other factors; and
(iii) notwithstanding Clause 5.4 in the event that the bulk application is only partially filled, the Client agrees that the Company is entitled to distribute the Securities allotted in its absolute discretion, including distributing the Securities equally between all Clients under the bulk application and the Client shall not have any claim to the Securities or claim of priority to another Client in relation to the application.
17.8 In the event that the Company agrees to grant credit facilities to the Client at the Client’s request for the Client’s application (the “Application”) for new listing and/or issue of Securities on the Exchange for the benefit of the Client or any other person, the Client hereby agrees that the terms and conditions of the Margin Client Agreement (including, without limitation, clause 2 (Margin Facility), clause 3 (Charge), clause 4 (Power of Attorney), clause 5 (Enforcement of Collateral) and clause 6 (Disposal of Collateral) )set out in schedule 2 to this Agreement shall apply to such credit facilities and the Securities allocated, purchased or transferred pursuant to the Application (the “New Securities”), provided that in the application of such terms and conditions:
(i) the definition of “Collateral” under clause 1.3 of the Margin Client Agreement shall be replaced by the following definition:
Appears in 2 contracts
Samples: Client Agreement, Client Agreement
New Listing of Securities. 7.1 In the event that 11.1 If the Client requests and authorises WLSL authorizes Wintone to apply for Securities in respect an issue of a new listing and/or issue of Securities securities on the Exchange as its agent and for its benefit or for the benefit of any other personClient, the Client hereby warrants shall provide the following warranty to and for WLSL's benefit Wintone:
11.1.1 that WLSL Wintone has due authority to make such application on behalf of the Client;
11.1.2 that no other application is being made for the benefit of the Client by the Client himself or by any person other than Wintone applying as the Client’s behalfagent; and
11.1.3 that Wintone is duly authorized to provide a warranty to the Exchange on the application form that no other application is being made by the Client or by any other person as agent for the Client.
7.2 11.2 The Client shall familiarise familiarize himself and comply with all the terms and conditions governing the securities of the new listing and/or issue of Securities and the application for such new Securities securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with WLSLWintone.
7.3 11.3 The Client hereby gives WLSL to Wintone all the representations, warranties and undertakings which an applicant for Securities securities in a new listing and/ or and/or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securitiessecurities, the Exchange SEHK or any other relevant regulator or person).
7.4 11.4 The Client hereby further declares and warrants, and authorises WLSL authorizes Wintone to disclose and warrant to the Exchange SEHK on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL Wintone as its his agent is the only application made, and the only application intended to be made, by the Client or on the Client's ’s behalf, to benefit the Client or the person for whose benefit the Client is applying. The Client acknowledges and accepts that the aforesaid declaration and warranty will be relied upon by WLSL Wintone and by the issuer, sponsors, underwriters or placing agents of the relevant Securitiessecurities, the Exchange SEHK or any other relevant regulator or person in respect of any application made by WLSL Wintone as the Client’s agent.
7.5 In relation to Clause 7.4 above, the Client acknowledges that any application made by an unlisted company which does not carry on any business other than dealing in Securities and in respect of which the Client exercises statutory control shall be deemed to be an application made for the benefit of the Client.
7.6 11.5 The Client recognizes and understands that the legal, regulatory requirements and market practice in respect of applications for Securities securities may vary from time to time as may the requirements of any particular new listing or issue of Securitiessecurities. The Client undertakes to provide WLSL to Wintone such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL Wintone may in WLSLWintone’s absolute discretion determine from time to time.
7.7 In relation to a bulk application to be made by WLSL or WLSL’s agent on WLSL’s own account and/or on behalf of the Client and/or WLSL’s other clients, the Client acknowledges and agrees:
(a) that such bulk application may be rejected for reasons which are unrelated to the Client and the Client’s application and to the extent permitted by applicable law, neither WLSL nor WLSL’s agent shall, in the absence of fraud, gross negligence or wilful default, be liable to the Client or any other person in consequence of such rejection; and
(b) to indemnify WLSL in accordance with Clause 21.2 of the Agreement if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the Client. The Client acknowledges that the Client may also be liable in damages to other persons affected by such breach or other factors.
Appears in 2 contracts
Samples: Client Agreement, Client Agreement
New Listing of Securities. 7.1 21.1 In the event that the Client requests and authorises WLSL authorizes SW to apply for Securities in respect of a new listing and/or issue of Securities on the Exchange as its his agent and for its benefit or for the his benefit of any other person, the Client hereby warrants to and for WLSL's SW’s benefit that WLSL has SW have authority to make such application on the Client’s behalf.
7.2 21.2 The Client shall familiarise familiarize himself and comply with all the terms and conditions governing the Securities of the new listing and/or issue of Securities and the application for such new Securities securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with WLSLSW.
7.3 21.3 The Client hereby gives WLSL to SW all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or and/or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securitiessecurities, the Exchange or any other relevant regulator or personorperson).
7.4 21.4 The Client hereby further declares and warrants, and authorises WLSL authorizes SW to disclose and warrant to the Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL SW as its his agent is the only application made, and the only application intended to be made, by the Client or on the Client's ’s behalf, to benefit the Client or the person for whose benefit the Client is Client’s applying. The Client acknowledges and accepts that the aforesaid declaration and warranty will be relied upon by WLSL SW and by the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person in respect of any application made by WLSL SW as the Client’s agent.
7.5 In relation to Clause 7.4 above, the 21.5 The Client acknowledges that any application made by an unlisted listed company which does not carry on any business other than dealing in Securities and in respect of which the Client exercises statutory control shall be deemed to be an application made for the benefit of the Client.
7.6 21.6 The Client recognizes and understands that the legal, legal regulatory requirements and market practice in respect of applications for Securities may vary from time to time as may the requirements of any particular new listing or issue of Securities. The Client undertakes to provide WLSL to SW such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL SW may in WLSLSW’s absolute discretion determine determined from time to time.
7.7 21.7 In relation to a bulk application to be made by WLSL SW or WLSLSW’s agent on WLSLSW’s own account and/or on behalf of the Client and/or WLSLand or SW’s other clientsClients, the Client acknowledges and agrees:
(a) that such bulk application may be rejected for reasons which are unrelated to the Client and the Client’s application and to the extent permitted by applicable law, neither WLSL SW nor WLSLSW’s agent shall, in the absence of fraud, gross negligence or wilful willful default, be liable to the Client or any other person in consequence of such rejection; and
(b) to indemnify WLSL SW in accordance with Clause 21.2 of the Agreement clause 15 if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating relation to the Client. The Client acknowledges that the Client may be also be liable in damages to other persons affected by such breach or other factors.
Appears in 2 contracts
Samples: Terms and Conditions for Securities Trading, Terms and Conditions for Securities Trading
New Listing of Securities. 7.1 In the event that the Client Customer requests and authorises WLSL CMSHK to apply for Securities in respect of a new listing and/or issue of Securities on the Exchange as its agent and for its benefit or for the benefit of any other person, the Client Customer hereby warrants to and for WLSLCMSHK's benefit that WLSL CMSHK has authority to make such application on the ClientCustomer’s behalf.
7.2 The Client Customer shall familiarise himself and comply with all the terms and conditions governing the new listing and/or issue of Securities and the application for such new Securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client Customer agrees to be bound by such terms and conditions in any such transaction the Client Customer may have with WLSLCMSHK.
7.3 The Client Customer hereby gives WLSL CMSHK all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person).
7.4 The Client Customer hereby further declares and warrants, and authorises WLSL CMSHK to disclose and warrant to the Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL CMSHK as its agent is the only application made, and the only application intended to be made, by the Client Customer or on the ClientCustomer's behalf, to benefit the Client Customer or the person for whose benefit the Client Customer is applying. The Client Customer acknowledges and accepts that the aforesaid declaration and warranty will be relied upon by WLSL CMSHK and by the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person in respect of any application made by WLSL CMSHK as the ClientCustomer’s agent.
7.5 In relation to Clause 7.4 above, the Client Customer acknowledges that any application made by an unlisted company which does not carry on any business other than dealing in Securities and in respect of which the Client Customer exercises statutory control shall be deemed to be an application made for the benefit of the ClientCustomer.
7.6 The Client Customer recognizes and understands that the legal, regulatory requirements and market practice in respect of applications for Securities may vary from time to time as may the requirements of any particular new listing or issue of Securities. The Client Customer undertakes to provide WLSL CMSHK such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL CMSHK may in WLSLCMSHK’s absolute discretion determine from time to time.
7.7 In relation to a bulk application to be made by WLSL CMSHK or WLSLCMSHK’s agent on WLSLCMSHK’s own account and/or on behalf of the Client Customer and/or WLSLCMSHK’s other clients, the Client Customer acknowledges and agrees:
(a) that such bulk application may be rejected for reasons which are unrelated to the Client Customer and the ClientCustomer’s application and to the extent permitted by applicable law, neither WLSL CMSHK nor WLSLCMSHK’s agent shall, in the absence of fraud, gross negligence or wilful default, be liable to the Client Customer or any other person in consequence of such rejection; and
(b) to indemnify WLSL CMSHK in accordance with Clause 21.2 of the Agreement if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the ClientCustomer. The Client Customer acknowledges that the Client Customer may also be liable in damages to other persons affected by such breach or other factors.
Appears in 1 contract
Samples: Securities Account Agreement
New Listing of Securities. 7.1 13.1 In the event that the Client requests and authorises WLSL authorizes SINO to apply for Securities securities in respect of a new listing and/or issue of Securities securities on the Hong Kong Stock Exchange as its his/her agent and for its his/her benefit or for the benefit of any other person, the Client hereby warrants to and for WLSL's Sino’s benefit that WLSL has SINO have authority to make such application on the Client’s 's behalf.
7.2 13.2 The Client shall familiarise himself and comply with all the terms and conditions governing the securities of the new listing and/or issue of Securities and the application for such new Securities securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with WLSLSINO.
7.3 13.3 The Client hereby gives WLSL to SINO all the representations, warranties and undertakings which an applicant for Securities securities in a new listing and/ or and/or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securitiessecurities, the Hong Kong Stock Exchange or any other relevant regulator or person).
7.4 13.4 The Client hereby further declares and warrants, and authorises WLSL authorizes SINO to disclose and warrant to the Hong Kong Stock Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL SINO as its his/her agent is the only application made, and the only application intended to be made, by the Client or on the Client's behalf, to benefit the Client or the person for whose benefit the Client is applying. The Client acknowledges and accepts that the aforesaid declaration and warranty will be relied upon by WLSL SINO and by the issuer, sponsors, underwriters or placing agents of the relevant Securitiessecurities, the Exchange SEHK or any other relevant regulator or person in respect of any application made by WLSL SINO as the Client’s 's agent.
7.5 In relation to Clause 7.4 above, the 13.5 The Client acknowledges that any application made by an unlisted company which does not carry on any business other than dealing in Securities securities and in respect of which the Client exercises statutory control shall be deemed to be an application made for the benefit of the Client.
7.6 13.6 The Client recognizes recognises and understands that the legal, regulatory requirements and market practice in respect of applications for Securities securities may vary from time to time as may the requirements of any particular new listing or issue of Securitiessecurities. The Client undertakes to provide WLSL to SINO such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL SINO may in WLSLSino’s absolute discretion determine from time to time.
7.7 13.7 In relation to a bulk application to be made by WLSL SINO or WLSLSino’s agent on WLSLSino’s own account and/or on behalf of the Client and/or WLSLSino’s other clientsThe Client, the Client acknowledges and agrees:
(a) 13.7.1 that such bulk application may be rejected for reasons which are unrelated to the Client and the Client’s 's application and to the extent permitted by applicable law, neither WLSL SINO nor WLSLSino’s agent shall, in the absence of fraud, gross negligence or wilful willful default, be liable to the Client or any other person in consequence of such rejection; and
(b) 13.7.2 to indemnify WLSL SINO in accordance with Clause 21.2 of the Agreement 14 if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the Client. The Client acknowledges that the Client may also be liable in damages to other persons affected by such breach or other factors. investment schemes, discretionary accounts or trusts, if there are any 13.7.3 in the event that the bulk application is only partially filled, the Client agrees that SINO is entitled to distribute the Securities allotted in its absolute discretion, including distributing the Securities equally between all The Client under the bulk application and the Client shall not have any claim to the Securities or claim of priority to another Client in relation to the application.
Appears in 1 contract
Samples: Client Agreement
New Listing of Securities. 7.1 23.1 In the event that the Client requests and authorises WLSL authorizes PC Securities Limited to apply for Securities in respect of a new listing and/or issue of Securities on the Exchange as its his agent and for its benefit or for the his benefit of any other person, the Client hereby warrants to and for WLSL's PC Securities Limited’s benefit that WLSL has PC Securities Limited shall have authority to make such application on the Client’s behalf.
7.2 23.2 The Client shall familiarise familiarize himself and comply with all the terms and conditions governing the Securities of the new listing and/or issue of Securities and the application for such new Securities securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with WLSLPC Securities Limited.
7.3 23.3 The Client hereby gives WLSL to PC Securities Limited all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or and/or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securitiessecurities, the Exchange or any other relevant regulator or person).
7.4 23.4 The Client hereby further declares and warrants, and authorises WLSL authorizes PC Securities Limited to disclose and warrant to the Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL PC Securities Limited as its his agent is the only application made, and the only application intended to be made, by the Client or on the Client's ’s behalf, to benefit the Client or the person for whose benefit the Client is Client’s applying. The Client acknowledges and accepts that the aforesaid declaration and warranty will be relied upon by WLSL PC Securities Limited and by the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person in respect of any application made by WLSL PC Securities Limited as the Client’s agent.
7.5 In relation to Clause 7.4 above, the 23.5 The Client acknowledges that any application made by an unlisted a listed company which does not carry on any business other than dealing in Securities and in respect of which the Client exercises statutory control shall be deemed to be an application made for the benefit of the Client.
7.6 23.6 The Client recognizes and understands that the legal, legal regulatory requirements and market practice in respect of applications for Securities may vary from time to time as may the requirements of any particular new listing or issue of Securities. The Client undertakes to provide WLSL to PC Securities Limited such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL PC Securities Limited may in WLSLPC Securities Limited’s absolute discretion determine determined from time to time.
7.7 23.7 In relation to a bulk application to be made by WLSL PC Securities Limited or WLSLPC Securities Limited’s agent on WLSLPC Securities Limited’s own account and/or on behalf of the Client and/or WLSLand or PC Securities Limited’s other clientsClients, the Client acknowledges and agrees:
: (a) that such bulk application may be rejected for reasons which are unrelated to the Client and the Client’s application and to the extent permitted by applicable law, neither WLSL PC Securities Limited nor WLSLPC Securities Limited’s agent shall, in the absence of fraud, gross negligence or wilful willful default, be liable to the Client or any other person in consequence of such rejection; and
and (b) to indemnify WLSL PC Securities Limited in accordance with Clause 21.2 of the Agreement clause 15 if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the Client. The Client acknowledges that the Client may also be liable in damages to other persons affected by such breach or other factors.
Appears in 1 contract
Samples: Client Agreement
New Listing of Securities. 7.1 In the event that the 13.1 The Client requests and authorises WLSL authorizes KGI Asia, upon the Client’s Instruction, to apply for the subscription or purchase of Securities in respect of a new listing and/or issue of Securities on SEHK as the Exchange as its Client’s agent and for its the benefit of the Client or for the benefit of the ultimate beneficiary, whether singly or in conjunction with applications of other clients or Affiliates of KGI Asia as a bulk application. The Client acknowledges that KGI Asia shall not be responsible for the accuracy or completeness of or any other personmisstatement in any prospectus and/or offering documents in respect of such new listing and/or issue.
13.2 In making such Instruction to KGI Asia to apply for the subscription or purchase of Securities in respect of a new listing and/or issue of Securities on SEHK, the Client hereby warrants confirms and declares that:
(a) the Client has already read and understands the related prospectus, application forms and/or other relevant offering documents, and the Client’s application is subject to the terms and conditions of such prospectus, application forms and/or other relevant offering documents (including the discretion of the relevant issuer to determine on the final pricing of the Securities) or, in the absence of any written offering documents, the Client fully understands the terms and conditions of the relevant subscription/purchase;
(b) the Client is eligible to subscribe for WLSL's benefit that WLSL or purchase the Securities and will comply with or has complied with all the terms and conditions as stated in such prospectus, application forms and/or other relevant offering documents or, in the absence of any written offering documents, will comply with or has complied with the terms and conditions of the relevant subscription/purchase;
(c) KGI Asia has the due authority to make such application on the Client’s behalf.;
7.2 The Client shall familiarise himself and comply with all (d) the terms and conditions governing the new listing and/or issue of Securities and the application for such new Securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with WLSL.
7.3 The Client hereby gives WLSL all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person).
7.4 The Client hereby further declares and warrants, and authorises WLSL to disclose and warrant to the Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL as its agent KGI Asia on the Client’s behalf is the only application made, and the only application intended to be made, by the Client or on the Client's behalf, to ’s behalf (for the benefit of the Client or for the person for whose benefit of the ultimate beneficiary) and that the Client is applying. shall make no other application, and the Client authorizes KGI Asia to disclose and warrant to SEHK of the same on any application form (or otherwise) or to any other person as appropriate; and
(e) the Client makes all the representations, warranties and declarations required to be made by an applicant for Securities in the related prospectus, application forms and/or other relevant offering documents or, in the absence of any written offering documents, the Client makes all the representations, warranties and declarations required to be made by an applicant in the terms and conditions of the relevant subscription/purchase.
13.3 The Client acknowledges and accepts that the aforesaid declaration confirmations and warranty declarations made under Clause 13.2 of this Part A of the Client Agreement will be relied upon by WLSL and by the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange SEHK or any other relevant regulator or person in respect of any the application made by WLSL KGI Asia as agent for the Client.
13.4 The Client agrees and acknowledges that the issuer or vendor of the relevant Securities (and its agent) have the full discretion to reject or accept the application made by KGI Asia on the Client’s agentbehalf or to accept only part of the application. In case of rejection or partial acceptance of the Client’s application, no matter whether it is caused by reasons which are related to the Client’s application or not, neither KGI Asia nor its Affiliates shall, in the absence of gross negligence or wilful default, be liable to the Client or any other persons as a result of such rejection or partial acceptance. The Client agrees to fully indemnify KGI Asia and its Affiliates if the application is rejected because of any breach of any of the representations, warranties and declarations or otherwise arising from factors relating to the Client.
7.5 13.5 In relation to Clause 7.4 abovecase of a bulk application made by KGI Asia on behalf of its clients, the Client agrees that if such bulk application is only accepted in part, KGI Asia has the sole and full discretion to allocate the Securities among its clients on the basis elected by KGI Asia (at KGI Asia’s sole and absolute discretion).
13.6 The Client further acknowledges that any an application made by an unlisted company which does not carry on any whose principal business other than dealing in Securities is securities dealing, and in respect of which the Client exercises statutory control control, shall be deemed to be an application made for the benefit of the Client.
7.6 The 13.7 Upon receipt of an oral or written offer (“Offer”) of the Client, KGI Asia may in its sole and absolute discretion grant to the Client recognizes and understands that a loan (“Loan”) to be used exclusively to finance the legal, regulatory requirements and market practice in respect subscription or purchase by the Client of applications for Securities may vary from time to time as may the requirements of any particular a new listing or and/or issue for which listing on SEHK is sought (“New Listing Securities”) by issuing an acceptance notice (“Acceptance Notice”) in writing to the Client setting out the terms and other details of Securitiesthe Loan. The Client undertakes to provide WLSL such information terms and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL may in WLSL’s absolute discretion determine from time to time.
7.7 In relation to a bulk application conditions of this Clause 13 are deemed to be made incorporated by WLSL or WLSL’s agent on WLSL’s own account and/or on behalf of reference to the Client and/or WLSL’s other clientsOffer in the Acceptance Notice. Once KGI Asia has issued the Acceptance Notice, the Client acknowledges and agrees:shall not revoke the Offer.
13.8 Payment for the New Listing Securities will be made in the name of KGI Asia (aor in its nominee’s name) that such bulk application may be rejected but for reasons which are unrelated to the Client and the Client’s application exclusive account and to the extent permitted by applicable law, neither WLSL nor WLSL’s agent shall, in the absence of fraud, gross negligence or wilful default, be liable to the Client or any other person in consequence of such rejection; and
(b) to indemnify WLSL in accordance with Clause 21.2 of the Agreement if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the Clientrisk. The Client acknowledges that its application for the subscription or purchase of New Listing Securities (made by KGI Asia or KGI Asia’s nominee on the Client’s behalf) may not be accepted by the issuer or vendor of the relevant Securities, but the Client may also shall still be liable for the interest on the Loan and related obligations.
13.9 Notwithstanding that the application is made by KGI Asia (or its nominee) on the Client’s behalf, the Client shall have no right, title, interest or claim of whatever nature in damages or to any payment refunded (“Refund Payment”) by the relevant issuer or vendor in respect of the application that has not been accepted to the extent that the Refund Payment does not exceed the Loan and any outstanding balance owed by the Client.
13.10 Each Loan together with the accrued fees and interest thereon will be repayable (i) on demand by KGI Asia, or (ii) on the scheduled date on which the New Listing Securities are listed on SEHK, whichever is the earlier, provided however that if any application for New Listing Securities is unsuccessful, or successful in part only, Refund Payment shall be applied immediately in repayment of the outstanding Loan and the fees and interest accrued thereon, whether before or after the repayment date (“Repayment Date”) specified in the Acceptance Notice.
13.11 The Client agrees that the receiving bankers, custodians or nominees may pay to KGI Asia all Refund Payment in respect of the unsuccessful application immediately, and KGI Asia is authorized to give instructions to such receiving bankers, custodians or nominees as it deems appropriate or take other persons affected appropriate actions to give effect to such payment.
13.12 The Client hereby authorizes KGI Asia to pledge or grant, at KGI Asia’s absolute discretion, security interests of whatever nature over the New Listing Securities (including all rights and interests derived therefrom) and all money in connection with the Client's subscription or purchase of such New Listing Securities (including Refund Payment) in favour of any third party for credit facilities made available to KGI Asia to finance its funding of all or any part of the Loan.
13.13 The Client shall execute and sign all transfers, power of attorney, proxies and other documents and do all acts and things which KGI Asia may require for KGI Asia and any relevant third parties to obtain full benefits of the security interests mentioned in this Clause 13, including without limitation, to perfect KGI Asia’s title to the New Listing Securities or enable KGI Asia to vest such New Listing Securities in the name of its nominee or any relevant third parties.
13.14 The Client shall pay to KGI Asia interest on the Loan at the rate of interest as specified in the Acceptance Notice and such interest shall accrue on a daily basis for the period from the date of drawdown of the Loan (as specified in the Acceptance Notice) to the date of final repayment of the Loan by the Client as determined by KGI Asia on a 365 day basis (or such breach other basis stated in the Acceptance Notice).
13.15 If the Client fails to repay the Loan on the Repayment Date, KGI Asia shall have an absolute right to sell or other factorsdispose of or procure the sale or disposal of all or any part of the New Listing Securities in such manner and at such price(s) as KGI Asia deems fit and appropriate without any notice to Client and to apportion the proceeds thereof towards repayment of the outstanding Loan, the costs of such sale or disposal and any fees and interest accrued thereon. The Client shall have no right to claim against KGI Asia in respect of any Loss arising out of any such sale or disposal.
13.16 The Client agrees to fully indemnify and hold harmless each of KGI Asia and its Affiliates and their respective agents against all claims, actions, liabilities and proceedings against KGI Asia and its Affiliates and their respective agents or any of them and bear all Loss (including legal fees) which they or any of them may suffer or incur in connection with the Loan. KGI Asia and its Affiliates and their respective agents shall in no event be liable for any Loss of the Client or anything whatsoever which may be suffered or incurred as a result of any default, insolvency, act or omission of any firm or company through or with whom the Client’s application for the subscription or purchase of New Listing Securities is effected.
Appears in 1 contract
Samples: Client Agreement
New Listing of Securities. 7.1 10.1 In the event that the Client requests and authorises WLSL authorizes CHKLS to apply for Securities in respect of a new listing and/or and/ or issue of Securities on the Exchange as its agent and for its benefit or for the benefit of any other person, the Client hereby warrants to and for WLSL's CHKLS’s benefit that WLSL has the Company shall have authority to make such application on the Client’s behalf.
7.2 10.2 The Client shall familiarise himself familiarize itself and comply with all the terms and conditions governing the Securities of the new listing and/or and/ or issue of Securities and the application for such new Securities set out in any prospectus and/or and/ or offering document and the application form or any other relevant document in respect of such new listing and/or and/ or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with WLSLCHKLS.
7.3 10.3 The Client hereby gives WLSL CHKLS all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person).
7.4 10.4 The Client hereby further declares and warrants, and authorises WLSL authorizes CHKLS to disclose and warrant to the Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL CHKLS as its agent is the only application made, and the only application intended to be made, by the Client or on the Client's ’s behalf, to benefit the Client or the person for whose benefit the Client is applying. The Client acknowledges acknowledge and accepts that the aforesaid declaration and warranty will be relied upon by WLSL CHKLS and by the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person in respect of any application made by WLSL CHKLS as the Client’s agent.
7.5 In relation 10.5 The Client represents and warrants that the Client is an eligible person for applying for Securities in respect of a new listing and/or issue pursuant to Clause 7.4 above, the prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and understands that such representation and warranty will be relied upon by CHKLS.
10.6 The Client acknowledges that any application made by an unlisted company which does not carry on any business other than dealing in Securities and in respect of which the Client exercises statutory control shall be deemed to be an application made for the benefit of the Client.
7.6 10.7 The Client recognizes and understands that the legal, regulatory requirements and market practice in respect of applications for Securities may vary from time to time as may the requirements of any particular new listing or issue of Securities. The Client undertakes to provide WLSL to CHKLS such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL CHKLS may in WLSLthe CHKLS’s absolute discretion determine from time to time.
7.7 10.8 In relation to a bulk application to be made by WLSL CHKLS or WLSLCHKLS’s agent on WLSLCHKLS’s own account and/or and/ or on behalf of the Client and/or WLSLand/ or CHKLS’s other clients, the Client acknowledges and agrees:
(ai) that such bulk application may be rejected for reasons which are unrelated to the Client and the Client’s application and to the extent permitted by applicable law, neither WLSL CHKLS nor WLSLCHKLS’s agent shall, shall in the absence of fraud, gross negligence or wilful default, willful default be liable to the Client or any other person in consequence of such rejection; and;
(bii) to indemnify WLSL in accordance with Clause 21.2 of the Agreement if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the Client. The Client acknowledges that the Client may also be liable in damages to other the persons affected by such breach or other factors; and
(iii) the Client agrees that CHKLS is entitled to distribute the Securities allotted in its absolute discretion, including distributing the Securities equally between all Clients under the bulk application and the Client shall not have any claim to the Securities or claim of priority to another Client in relation to the application.
10.9 In relation to any Over-The-counter (“OTC”) transactions, including without limitation trading of any New Securities before their listing on the Exchange, entered or to be entered into by the Client, the Client acknowledges and agrees that;
(i) CHKLS is acting as agent for the Client and does not guarantee the settlement of such OTC transactions;
(ii) the Client’s orders may be partially executed or not executed at all. Trades executed will be cancelled and void if the relevant security subsequently fails to list on the Exchange;
(iii) in the event that the Client in selling any Securities fails to deliver such Securities, CHKLS is entitled to purchase in the market, the relevant Securities required for delivery in respect of such sale affected for The Client in order to complete the settlement of the relevant transaction. The Client shall bear all losses arising out of or in connection with such transaction;
(iv) in the event that (1) the Client buys Securities from a seller and such seller fails to deliver the relevant Securities and (2) the purchase of the relevant Securities cannot be effected or CHKLS in its absolute discretion determines not to purchase the relevant Securities, the Client will not be entitled to obtain the relevant Securities at the matched price and shall only be entitled to receive the money paid for the Purchase of the relevant Securities;
(v) in the event that the Client in buying any Securities fails to deposit the necessary settlement amount, CHKLS is entitled to sell any and all Securities or collateral held in its Account and use the sale proceeds after deducting all costs in settlement of the transaction. However, if the Client is the seller under such transaction and such transaction cannot be settled, the Client shall only be entitled to the relevant Securities but not the sale proceeds of the relevant Securities; and
(vi) without prejudice to the above, the Client shall bear its own losses or expenses and shall be responsible to CHKLS for any losses and expenses resulting from its and/ or its counterparty’s settlement failures.
Appears in 1 contract
New Listing of Securities. 7.1 10.1 In the event that the Client requests and authorises WLSL authorizes BOCOM to apply for Securities in respect of a new listing and/or and/ or issue of Securities on the Exchange as its agent and for its benefit or for the benefit of any other person, the Client hereby warrants to and for WLSL's BOCOM’s benefit that WLSL has the Company shall have authority to make such application on the Client’s behalf.
7.2 10.2 The Client shall familiarise himself familiarize itself and comply with all the terms and conditions governing the Securities of the new listing and/or and/ or issue of Securities and the application for such new Securities set out in any prospectus and/or and/ or offering document and the application form or any other relevant document in respect of such new listing and/or and/ or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with WLSLBOCOM.
7.3 10.3 The Client hereby gives WLSL BOCOM all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person).
7.4 10.4 The Client hereby further declares and warrants, and authorises WLSL authorizes BOCOM to disclose and warrant to the Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL BOCOM as its agent is the only application made, and the only application intended to be made, by the Client or on the Client's ’s behalf, to benefit the Client or the person for whose benefit the Client is applying. The Client acknowledges acknowledge and accepts that the aforesaid declaration and warranty will be relied upon by WLSL BOCOM and by the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person in respect of any application made by WLSL BOCOM as the Client’s agent.
7.5 In relation to Clause 7.4 above, the 10.5 The Client acknowledges that any application made by an unlisted company which does not carry on any business other than dealing in Securities and in respect of which the Client exercises statutory control shall be deemed to be an application made for the benefit of the Client.
7.6 10.6 The Client recognizes and understands that the legal, regulatory requirements and market practice in respect of applications for Securities may vary from time to time as may the requirements of any particular new listing or issue of Securities. The Client undertakes to provide WLSL to BOCOM such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL BOCOM may in WLSLthe BOCOM’s absolute discretion determine from time to time.
7.7 10.7 In relation to a bulk application to be made by WLSL BOCOM or WLSLBOCOM’s agent on WLSLBOCOM’s own account and/or and/ or on behalf of the Client and/or WLSLand/ or BOCOM’s other clients, the Client acknowledges and agrees:
(a) 10.7.1 that such bulk application may be rejected for reasons which are unrelated to the Client and the Client’s application and to the extent permitted by applicable law, neither WLSL BOCOM nor WLSLBOCOM’s agent shall, shall in the absence of fraud, gross negligence or wilful default, willful default be liable to the Client or any other person in consequence of such rejection; and;
(b) to indemnify WLSL in accordance with Clause 21.2 of the Agreement 10.7.2 if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the Client. The Client acknowledges that the Client may also be liable in damages to other the persons affected by such breach or other factors; and
10.7.3 the Client agrees that BOCOM is entitled to distribute the Securities allotted in its absolute discretion, including distributing the Securities equally between all Clients under the bulk application and the Client shall not have any claim to the Securities or claim of priority to another Client in relation to the application.
10.8 In relation to any Over-The-counter (“OTC”) transactions, including without limitation trading of any New Securities before their listing on the Exchange, entered or to be entered into by the Client, the Client acknowledges and agrees that;
10.8.1 BOCOM does not guarantee the settlement of such OTC transactions;
10.8.2 the Client’s orders may be partially executed or not executed at all. Trades executed will be cancelled and void if the relevant security subsequently fails to list on the Exchange;
10.8.3 in the event that the Client in selling any Securities fails to deliver such Securities, BOCOM is entitled to purchase in the market, the relevant Securities required for delivery in respect of such sale affected for the Client in order to complete the settlement of the relevant transaction. The Client shall bear all losses arising out of or in connection with such transaction;
10.8.4 in the event that (1) the Client buys Securities from a seller and such seller fails to deliver the relevant Securities and (2) the purchase of the relevant Securities cannot be effected or BOCOM in its absolute discretion determines not to purchase the relevant Securities, the Client will not entitled to obtain the relevant Securities at the matched price and shall only be entitled to receive the money paid for the Purchase of the relevant Securities;
10.8.5 in the event that the Client in buying any Securities fails to deposit the necessary settlement amount, BOCOM is entitled to sell any and all Securities or collateral held in its Account and use the sale proceeds after deducting all costs in settlement of the transaction. However, if the Client is the seller under such transaction and such transaction cannot be settled, the Client shall only be entitled to the relevant Securities but not the sale proceeds of the relevant Securities; and
10.8.6 without prejudice to the above, the Client shall bear its own losses or expenses and shall be responsible to BOCOM for any losses and expenses resulting from its and/ or its counterparty’s settlement failures.
10.9 At the Client’s request and subject to the provision of sufficient collateral as may be required by BOCOM from time to time, BOCOM will provide financial accommodation (the “IPO Facility”) to facilitate the subscription of new issues of Securities, and, where applicable, for the continued holding of those Securities. The IPO Facility shall be subject to BOCOM’s overriding right of demand for repayment at any time. The IPO Facility may also be terminated by BOCOM at any time without the Client’s consent or prior notice to the Client. Interest (and default interest) shall be payable on any amount outstanding under the IPO Facility at such rate and in such manner as BOCOM may from time to time determined and notify the Client and shall accrue from day to day on the daily amounts outstanding. The Client shall, upon BOCOM’s demand at any time, repay to BOCOM all principal and interest accrued outstanding under the IPO Facility, but nothing in this Clause shall prejudice BOCOM's rights, powers and remedies under any security document executed in BOCOM's favor in respect of the IPO Facility. The use of the IPO Facility will constitute acknowledgment and acceptance of the terms and conditions by the Client for the IPO Facility.
Appears in 1 contract
Samples: Securities Trading Client Agreement
New Listing of Securities. 7.1 11.1. In the event that the Client requests and authorises WLSL authorizes CHKLS to apply for Securities in respect of a new listing and/or and/ or issue of Securities on the Exchange as its agent and for its benefit or for the benefit of any other person, the Client hereby warrants to and for WLSL's CHKLS’s benefit that WLSL has the Company shall have authority to make such application on the Client’s behalf.
7.2 11.2. The Client shall familiarise himself familiarize itself and comply with all the terms and conditions governing the Securities of the new listing and/or and/ or issue of Securities and the application for such new Securities set out in any prospectus and/or and/ or offering document and the application form or any other relevant document in respect of such new listing and/or and/ or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with WLSLCHKLS.
7.3 11.3. The Client hereby gives WLSL CHKLS all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person).
7.4 11.4. The Client hereby further declares and warrants, and authorises WLSL authorizes CHKLS to disclose and warrant to the Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL CHKLS as its agent is the only application made, and the only application intended to be made, by the Client or on the Client's ’s behalf, to benefit the Client or the person for whose benefit the Client is applying. The Client acknowledges acknowledge and accepts that the aforesaid declaration and warranty will be relied upon by WLSL CHKLS and by the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person in respect of any application made by WLSL CHKLS as the Client’s agent.
7.5 In relation 11.5. The Client represents and warrants that the Client is an eligible person for applying for Securities in respect of a new listing and/or issue pursuant to Clause 7.4 above, the prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and understands that such representation and warranty will be relied upon by CHKLS.
11.6. The Client acknowledges that any application made by an unlisted company which does not carry on any business other than dealing in Securities and in respect of which the Client exercises statutory control shall be deemed to be an application made for the benefit of the Client.
7.6 11.7. The Client recognizes and understands that the legal, regulatory requirements and market practice in respect of applications for Securities may vary from time to time as may the requirements of any particular new listing or issue of Securities. The Client undertakes to provide WLSL to CHKLS such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL CHKLS may in WLSLthe CHKLS’s absolute discretion determine from time to time.
7.7 11.8. In relation to a bulk application to be made by WLSL CHKLS or WLSLCHKLS’s agent on WLSLCHKLS’s own account and/or and/ or on behalf of the Client and/or WLSLand/ or CHKLS’s other clients, the Client acknowledges and agrees:
(ai) that such bulk application may be rejected for reasons which are unrelated to the Client and the Client’s application and to the extent permitted by applicable law, neither WLSL CHKLS nor WLSLCHKLS’s agent shall, shall in the absence of fraud, gross negligence or wilful default, willful default be liable to the Client or any other person in consequence of such rejection; and;
(bii) to indemnify WLSL in accordance with Clause 21.2 of the Agreement if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the Client. The Client acknowledges that the Client may also be liable in damages to other the persons affected by such breach or other factors; and
(iii) the Client agrees that CHKLS is entitled to distribute the Securities allotted in its absolute discretion, including distributing the Securities equally between all customers under the bulk application and the Client shall not have any claim to the Securities or claim of priority to another Client in relation to the application.
11.9. In relation to any Over-The-counter (“OTC”) transactions, including without limitation trading of any New Securities before their listing on the Exchange, entered or to be entered into by the Client, the Client acknowledges and agrees that:
(i) CHKLS is acting as agent for the Client and does not guarantee the settlement of such OTC transactions;
(ii) the Client’s orders may be partially executed or not executed at all. Trades executed will be cancelled and void if the relevant security subsequently fails to list on the Exchange;
(iii) in the event that the Client in selling any Securities fails to deliver such Securities, CHKLS is entitled to purchase in the market, the relevant Securities required for delivery in respect of such sale affected for the Client in order to complete the settlement of the relevant transaction. The Client shall bear all losses arising out of or in connection with such transaction;
(iv) in the event that (1) the Client buys Securities from a seller and such seller fails to deliver the relevant Securities and (2) the purchase of the relevant Securities cannot be effected or CHKLS in its absolute discretion determines not to purchase the relevant Securities, the Client will not be entitled to obtain the relevant Securities at the matched price and shall only be entitled to receive the money paid for the Purchase of the relevant Securities;
(v) in the event that the Client in buying any Securities fails to deposit the necessary settlement amount, CHKLS is entitled to sell any and all Securities or collateral held in its Account and use the sale proceeds after deducting all costs in settlement of the transaction. However, if the Client is the seller under such transaction and such transaction cannot be settled, the Client shall only be entitled to the relevant Securities but not the sale proceeds of the relevant Securities; and
(vi) without prejudice to the above, the Client shall bear its own losses or expenses and shall be responsible to CHKLS for any losses and expenses resulting from its and/ or its counterparty’s settlement failures.
Appears in 1 contract
New Listing of Securities. 7.1 17.1 In the event that the Client requests and authorises WLSL authorizes the Company to apply for Securities in respect of a new listing and/or issue of Securities on the Exchange as its agent and for its benefit or for the benefit of any other person, the Client hereby warrants to and for WLSL's the Company’s benefit that WLSL has the Company shall have authority to make such application on the Client’s behalf.
7.2 17.2 The Client shall familiarise himself itself and comply with all the terms and conditions governing the Securities of the new listing and/or issue of Securities and the application for such new Securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with WLSLthe Company.
7.3 17.3 The Client hereby gives WLSL the Company all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or and/or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person).
7.4 17.4 The Client hereby further declares and warrants, and authorises WLSL authorizes the Company to disclose and warrant to the Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL the Company as its agent is the only application made, and the only application intended to be made, by the Client or on the Client's ’s behalf, to benefit the Client or the person for whose benefit the Client is applying. The Client acknowledges and accepts that the aforesaid declaration and warranty will be relied upon by WLSL the Company and by the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person in respect of any application made by WLSL the Company as the Client’s agent.
7.5 In relation to Clause 7.4 above, the 17.5 The Client acknowledges that any application made by an unlisted company which does not carry on any business other than dealing in Securities and in respect of which the Client exercises statutory control shall be deemed to be an application made for the benefit of the Client.
7.6 17.6 The Client recognizes and understands that the legal, regulatory requirements and market practice in respect of applications for Securities may vary from time to time as may the requirements of any particular new listing or issue of Securities. The Client undertakes to provide WLSL to the Company such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL the Company may in WLSLthe Company’s absolute discretion determine from time to time.
7.7 17.7 In relation to a bulk application to be made by WLSL the Company or WLSLthe Company’s agent on WLSLthe Company’s own account and/or on behalf of the Client and/or WLSLthe Company’s other clients, the Client acknowledges and agrees:
(ai) that such bulk application may be rejected for reasons which are unrelated to the Client and the Client’s application and to neither the extent permitted by applicable law, neither WLSL Company nor WLSLthe Company’s agent shall, in the absence of fraud, gross negligence or wilful default, be liable to the Client or any other person in consequence of such rejection; and;
(bii) to indemnify WLSL the Company in accordance with Clause 21.2 of the Agreement 13 if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the Client. The Client acknowledges that the Client may also be liable in damages to other persons affected by such breach or other factors; and
(iii) notwithstanding Clause 5.4 in the event that the bulk application is only partially filled, the Client agrees that the Company is entitled to distribute the Securities allotted in its absolute discretion, including distributing the Securities equally between all Clients under the bulk application and the Client shall not have any claim to the Securities or claim of priority to another Client in relation to the application.
17.8 In the event that the Company agrees to grant credit facilities to the Client at the Client’s request for the Client’s application (the “Application”) for new listing and/or issue of Securities on the Exchange for the benefit of the Client or any other person, the Client hereby agrees that the terms and conditions of the Margin Client Agreement (including, without limitation, clause 2 (Margin Facility), clause 3 (Charge), clause 4 (Power of Attorney) and clause 5 (Disposal of Collateral) set out in schedule 3 to this Agreement shall apply to such credit facilities and the Securities allocated, purchased or transferred pursuant to the Application (the “New Securities”), provided that in the application of such terms and conditions:
(i) the definition of “Collateral” under clause 1.3 of the Margin Client Agreement shall be replaced by the following definition:
Appears in 1 contract
Samples: Client Agreement
New Listing of Securities. 7.1 (a) In the event that the Client requests I/we request and authorises WLSL authorise you to apply for Securities in respect of a new listing and/or issue of Securities on the Stock Exchange as its my/our agent and for its my/our benefit or for the benefit of any other person, the Client at that time I/we hereby warrants warrant to and for WLSL's your benefit that WLSL has you have authority to make such application on the Client’s my/our behalf.
7.2 The Client (b) I/We shall familiarise himself myself/ourselves and comply with all the terms and conditions governing the Securities of the new listing and/or an d/or issue of Securities and the application for such new Securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client agrees I/we agree to be bound by such terms and conditions in any such transaction the Client I/we may have with WLSLyou.
7.3 The Client (c) I/We hereby gives WLSL give to you all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or and/or issue is required to give (whether to the issuer, sponsors, underwriters u nderwriters or placing agents of the relevant Securities, the Stock Exchange or any other relevant regulator or person).
7.4 The Client (d) I/We hereby further declares declare and warrantswarrant, and authorises WLSL authorise you to disclose and warrant to the Stock Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL you as its my/our agent is the only application made, and the only application intended to be made, by the Client me/us or on the Client's my/our behalf, to benefit the Client me/us or the person for whose benefit the Client is I am/we are applying. The Client acknowledges I/We acknowledge and accepts accept that the aforesaid declaration and warranty will be relied upon by WLSL you and by the issuer, issuer sponsors, underwriters or placing agents of the relevant Securities, the Stock Exchange or any other relevant regulator or person in respect of to any application made by WLSL you as the Client’s my/our agent.
7.5 In relation to Clause 7.4 above, the Client acknowledges (e) I/We acknowledge that any application made by an unlisted company which does not carry on any business other than dealing in Securities securities and in respect of which the Client exercises I/we exercise statutory control shall be deemed to be an application made for the benefit of the Clientme/us.
7.6 The Client recognizes (f) I/We recognise and understands understand that the legal, regulatory requirements and market practice in respect of applications for Securities may vary from time to time as may the requirements of any particular new listing or issue of Securities. The Client undertakes I/We undertake to provide WLSL to you such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance acc ordance with such legal, regulatory requirements and market practice as WLSL you may in WLSL’s your absolute discretion determine from time to time.
7.7 (g) In relation to a bulk application to be made by WLSL you or WLSL’s agent on WLSL’s own account and/or on behalf of the Client and/or WLSL’s other clientsyour agent, the Client acknowledges I/we acknowledge and agreesagree:
(ai) that such bulk application may be rejected for reasons which are unrelated to the Client me/us and the Client’s my/our application and to the extent permitted by applicable law, neither WLSL you nor WLSL’s your agent shall, in the absence of fraud, gross negligence fraud or wilful default, be liable to the Client me/us or any other person in consequence of such rejection; and
(bii) to indemnify WLSL you in accordance with Clause 21.2 of the Agreement clauses 11 (a) and (b) if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the Clientme/us. The Client acknowledges I/We acknowledge that the Client I/we may also be liable in damages to other persons affected by such breach or other factors.
Appears in 1 contract
Samples: Securities Dealing Account Agreement
New Listing of Securities. 7.1 In the event that the 13.1 The Client requests and authorises WLSL authorizes KGI Asia, upon the Client’s Instruction, to apply for the subscription or purchase of Securities in respect of a new listing and/or issue of Securities on SEHK as the Exchange as its Client’s agent and for its the benefit of the Client or for the benefit of the ultimate beneficiary, whether singly or in conjunction with applications of other clients or Affiliates of KGI Asia as a bulk application. The Client acknowledges that KGI Asia shall not be responsible for the accuracy or completeness of or any other personmisstatement in any prospectus and/or offering documents in respect of such new listing and/or issue.
13.2 In making such Instruction to KGI Asia to apply for the subscription or purchase of Securities in respect of a new listing and/or issue of Securities on SEHK, the Client hereby warrants confirms and declares that:
(a) the Client has already read and understands the related prospectus, application forms and/or other relevant offering documents, and the Client’s application is subject to the terms and conditions of such prospectus, application forms and/or other relevant offering documents (including the discretion of the relevant issuer to determine on the final pricing of the Securities) or, in the absence of any written offering documents, the Client fully understands the terms and conditions of the relevant subscription/purchase;
(b) the Client is eligible to subscribe for WLSL's benefit that WLSL or purchase the Securities and will comply with or has complied with all the terms and conditions as stated in such prospectus, application forms and/or other relevant offering documents or, in the absence of any written offering documents, will comply with or has complied with the terms and conditions of the relevant subscription/purchase;
(c) KGI Asia has the due authority to make such application on the Client’s behalf.;
7.2 The Client shall familiarise himself and comply with all (d) the terms and conditions governing the new listing and/or issue of Securities and the application for such new Securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with WLSL.
7.3 The Client hereby gives WLSL all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person).
7.4 The Client hereby further declares and warrants, and authorises WLSL to disclose and warrant to the Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL as its agent KGI Asia on the Client’s behalf is the only application made, and the only application intended to be made, by the Client or on the Client's behalf, to ’s behalf (for the benefit of the Client or for the person for whose benefit of the ultimate beneficiary) and that the Client is applying. shall make no other application, and the Client authorizes KGI Asia to disclose and warrant to SEHK of the same on any application form (or otherwise) or to any other person as appropriate; and
(e) the Client makes all the representations, warranties and declarations required to be made by an applicant for Securities in the related prospectus, application forms and/or other relevant offering documents or, in the absence of any written offering documents, the Client makes all the representations, warranties and declarations required to be made by an applicant in the terms and conditions of the relevant subscription/purchase.
13.3 The Client acknowledges and accepts that the aforesaid declaration confirmations and warranty declarations made under Clause 13.2 of this Part A of the Client Agreement will be relied upon by WLSL and by the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange SEHK or any other relevant regulator or person in respect of any the application made by WLSL KGI Asia as agent for the Client.
13.4 The Client agrees and acknowledges that the issuer or vendor of the relevant Securities (and its agent) have the full discretion to reject or accept the application made by KGI Asia on the Client’s agentbehalf or to accept only part of the application. In case of rejection or partial acceptance of the Client’s application, no matter whether it is caused by reasons which are related to the Client’s application or not, neither KGI Asia nor its Affiliates shall, in the absence of gross negligence or wilful default, be liable to the Client or any other persons as a result of such rejection or partial acceptance. The Client agrees to fully indemnify KGI Asia and its Affiliates if the application is rejected because of any breach of any of the representations, warranties and declarations or otherwise arising from factors relating to the Client.
7.5 13.5 In relation to Clause 7.4 abovecase of a bulk application made by KGI Asia on behalf of its clients, the Client agrees that if such bulk application is only accepted in part, KGI Asia has the sole and full discretion to allocate the Securities among its clients on the basis elected by KGI Asia (at KGI Asia’s sole and absolute discretion).
13.6 The Client further acknowledges that any an application made by an unlisted company which does not carry on any whose principal business other than dealing in Securities is securities dealing, and in respect of which the Client exercises statutory control control, shall be deemed to be an application made for the benefit of the Client.
7.6 The 13.7 Upon receipt of an oral or written offer (“Offer”) of the Client, KGI Asia may in its sole and absolute discretion grant to the Client recognizes and understands that a loan (“Loan”) to be used exclusively to finance the legal, regulatory requirements and market practice in respect subscription or purchase by the Client of applications for Securities may vary from time to time as may the requirements of any particular a new listing or and/or issue for which listing on SEHK is sought (“New Listing Securities”) by issuing an acceptance notice (“Acceptance Notice”) in writing to the Client setting out the terms and other details of Securitiesthe Loan. The Client undertakes to provide WLSL such information terms and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL may in WLSL’s absolute discretion determine from time to time.
7.7 In relation to a bulk application conditions of this Clause 13 are deemed to be made incorporated by WLSL or WLSL’s agent on WLSL’s own account and/or on behalf of reference to the Client and/or WLSL’s other clientsOffer in the Acceptance Notice. Once KGI Asia has issued the Acceptance Notice, the Client acknowledges and agrees:shall not revoke the Offer.
13.8 Payment for the New Listing Securities will be made in the name of KGI Asia (aor in its nominee’s name) that such bulk application may be rejected but for reasons which are unrelated to the Client and the Client’s application exclusive account and to the extent permitted by applicable law, neither WLSL nor WLSL’s agent shall, in the absence of fraud, gross negligence or wilful default, be liable to the Client or any other person in consequence of such rejection; and
(b) to indemnify WLSL in accordance with Clause 21.2 of the Agreement if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the Clientrisk. The Client acknowledges that its application for the subscription or purchase of New Listing Securities (made by KGI Asia or KGI Asia’s nominee on the Client’s behalf) may not be accepted by the issuer or vendor of the relevant Securities, but the Client may also shall still be liable for the interest on the Loan and related obligations.
13.9 Notwithstanding that the application is made by KGI Asia (or its nominee) on the Client’s behalf, the Client shall have no right, title, interest or claim of whatever nature in damages or to any payment refunded (“Refund Payment”) by the relevant issuer or vendor in respect of the application that has not been accepted to the extent that the Refund Payment does not exceed the Loan and any outstanding balance owed by the Client.
13.10 Each Loan together with the accrued fees and interest thereon will be repayable (i) on demand by KGI Asia, or (ii) on the scheduled date on which the New Listing Securities are listed on SEHK, whichever is the earlier, provided however that if any application for New Listing Securities is unsuccessful, or successful in part only, Refund Payment shall be applied immediately in repayment of the outstanding Loan and the fees and interest accrued thereon, whether before or after the repayment date (“Repayment Date”) specified in the Acceptance Notice.
13.11 The Client agrees that the receiving bankers, custodians or nominees may pay to KGI Asia all Refund Payment in respect of the unsuccessful application immediately, and KGI Asia is authorized to give instructions to such receiving bankers, custodians or nominees as it deems appropriate or take other persons affected appropriate actions to give effect to such payment.
13.12 The Client hereby authorizes KGI Asia to pledge or grant, at KGI Asia’s absolution discretion, security interests of whatever nature over the New Listing Securities (including all rights and interests derived therefrom) and all money in connection with the Client's subscription or purchase of such New Listing Securities (including Refund Payment) in favour of any third party for credit facilities made available to KGI Asia to finance its funding of all or any part of the Loan.
13.13 The Client shall execute and sign all transfers, power of attorney, proxies and other documents and do all acts and things which KGI Asia may require for KGI Asia and any relevant third parties to obtain full benefits of the security interests mentioned in this Clause 13, including without limitation, to perfect KGI Asia’s title to the New Listing Securities or enable KGI Asia to vest such New Listing Securities in the name of its nominee or any relevant third parties.
13.14 The Client shall pay to KGI Asia interest on the Loan at the rate of interest as specified in the Acceptance Notice and such interest shall accrue on a daily basis for the period from the date of drawdown of the Loan (as specified in the Acceptance Notice) to the date of final repayment of the Loan by the Client as determined by KGI Asia on a 365 day basis (or such breach other basis stated in the Acceptance Notice).
13.15 If the Client fails to repay the Loan on the Repayment Date, KGI Asia shall have an absolute right to sell or other factorsdispose of or procure the sale or disposal of all or any part of the New Listing Securities in such manner and at such price(s) as KGI Asia deems fit and appropriate without any notice to Client and to apportion the proceeds thereof towards repayment of the outstanding Loan, the costs of such sale or disposal and any fees and interest accrued thereon. The Client shall have no right to claim against KGI Asia in respect of any Loss arising out of any such sale or disposal.
13.16 The Client agrees to fully indemnify and hold harmless each of KGI Asia and its Affiliates and their respective agents against all claims, actions, liabilities and proceedings against KGI Asia and its Affiliates and their respective agents or any of them and bear all Loss (including legal fees) which they or any of them may suffer or incur in connection with the Loan. KGI Asia and its Affiliates and their respective agents shall in no event be liable for any Loss of the Client or anything whatsoever which may be suffered or incurred as a result of any default, insolvency, act or omission of any firm or company through or with whom the Client’s application for the subscription or purchase of New Listing Securities is effected.
Appears in 1 contract
Samples: Client Agreement
New Listing of Securities. 7.1 In the event that the Client requests and authorises WLSL WLIS to apply for Securities in respect of a new listing and/or issue of Securities on the Exchange as its agent and for its benefit or for the benefit of any other person, the Client hereby warrants to and for WLSLWLIS's benefit that WLSL WLIS has authority to make such application on the Client’s behalf.
7.2 The Client shall familiarise himself and comply with all the terms and conditions governing the new listing and/or issue of Securities and the application for such new Securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with WLSLWLIS.
7.3 The Client hereby gives WLSL WLIS all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person).
7.4 The Client hereby further declares and warrants, and authorises WLSL WLIS to disclose and warrant to the Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL WLIS as its agent is the only application made, and the only application intended to be made, by the Client or on the Client's behalf, to benefit the Client or the person for whose benefit the Client is applying. The Client acknowledges and accepts that the aforesaid declaration and warranty will be relied upon by WLSL WLIS and by the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person in respect of any application made by WLSL WLIS as the Client’s agent.
7.5 In relation to Clause 7.4 above, the Client acknowledges that any application made by an unlisted company which does not carry on any business other than dealing in Securities and in respect of which the Client exercises statutory control shall be deemed to be an application made for the benefit of the Client.
7.6 The Client recognizes and understands that the legal, regulatory requirements and market practice in respect of applications for Securities may vary from time to time as may the requirements of any particular new listing or issue of Securities. The Client undertakes to provide WLSL WLIS such information and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL WLIS may in WLSLWLIS’s absolute discretion determine from time to time.
7.7 In relation to a bulk application to be made by WLSL WLIS or WLSLWLIS’s agent on WLSLWLIS’s own account and/or on behalf of the Client and/or WLSLWLIS’s other clients, the Client acknowledges and agrees:
(a) that such bulk application may be rejected for reasons which are unrelated to the Client and the Client’s application and to the extent permitted by applicable law, neither WLSL WLIS nor WLSLWLIS’s agent shall, in the absence of fraud, gross negligence or wilful default, be liable to the Client or any other person in consequence of such rejection; and
(b) to indemnify WLSL WLIS in accordance with Clause 21.2 of the Agreement if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the Client. The Client acknowledges that the Client may also be liable in damages to other persons affected by such breach or other factors.
Appears in 1 contract
Samples: Securities Account Agreement
New Listing of Securities. 7.1 In the event that the 13.1 The Client requests and authorises WLSL authorizes KGI Asia, upon the Client’s Instruction, to apply for the subscription or purchase of Securities in respect of a new listing and/or issue of Securities on SEHK as the Exchange as its Client’s agent and for its the benefit of the Client or for the benefit of the ultimate beneficiary, whether singly or in conjunction with applications of other clients or Affiliates of KGI Asia as a bulk application. The Client acknowledges that KGI Asia shall not be responsible for the accuracy or completeness of or any other personmisstatement in any prospectus and/or offering documents in respect of such new listing and/or issue.
13.2 In making such Instruction to KGI Asia to apply for the subscription or purchase of Securities in respect of a new listing and/or issue of Securities on SEHK, the Client hereby warrants confirms and declares that:
(a) the Client has already read and understands the related prospectus, application forms and/or other relevant offering documents, and the Client’s application is subject to the terms and conditions of such prospectus, application forms and/or other relevant offering documents (including the discretion of the relevant issuer to determine on the final pricing of the Securities) or, in the absence of any written offering documents, the Client fully understands the terms and conditions of the relevant subscription/purchase;
(b) the Client is eligible to subscribe for WLSL's benefit that WLSL or purchase the Securities and will comply with or has complied with all the terms and conditions as stated in such prospectus, application forms and/or other relevant offering documents or, in the absence of any written offering documents, will comply with or has complied with the terms and conditions of the relevant subscription/purchase;
(c) KGI Asia has the due authority to make such application on the Client’s behalf.;
7.2 The Client shall familiarise himself and comply with all (d) the terms and conditions governing the new listing and/or issue of Securities and the application for such new Securities set out in any prospectus and/or offering document and the application form or any other relevant document in respect of such new listing and/or issue and the Client agrees to be bound by such terms and conditions in any such transaction the Client may have with WLSL.
7.3 The Client hereby gives WLSL all the representations, warranties and undertakings which an applicant for Securities in a new listing and/ or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person).
7.4 The Client hereby further declares and warrants, and authorises WLSL to disclose and warrant to the Exchange on any application form (or otherwise) and to any other person as appropriate, that any such application made by WLSL as its agent KGI Asia on the Client’s behalf is the only application made, and the only application intended to be made, by the Client or on the Client's behalf, to ’s behalf (for the benefit of the Client or for the person for whose benefit of the ultimate beneficiary) and that the Client is applying. shall make no other application, and the Client authorizes KGI Asia to disclose and warrant to SEHK of the same on any application form (or otherwise) or to any other person as appropriate; and
(e) the Client makes all the representations, warranties and declarations required to be made by an applicant for Securities in the related prospectus, application forms and/ or other relevant offering documents or, in the absence of any written offering documents, the Client makes all the representations, warranties and declarations required to be made by an applicant in the terms and conditions of the relevant subscription/purchase.
13.3 The Client acknowledges and accepts that the aforesaid declaration confirmations and warranty declarations made under Clause 13.2 of this Part A of the Client Agreement will be relied upon by WLSL and by the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange SEHK or any other relevant regulator or person in respect of any the application made by WLSL KGI Asia as agent for the Client.
13.4 The Client agrees and acknowledges that the issuer or vendor of the relevant Securities (and its agent) have the full discretion to reject or accept the application made by KGI Asia on the Client’s agentbehalf or to accept only part of the application. In case of rejection or partial acceptance of the Client’s application, no matter whether it is caused by reasons which are related to the Client’s application or not, neither KGI Asia nor its Affiliates shall, in the absence of gross negligence or wilful default, be liable to the Client or any other persons as a result of such rejection or partial acceptance. The Client agrees to fully indemnify KGI Asia and its Affiliates if the application is rejected because of any breach of any of the representations, warranties and declarations or otherwise arising from factors relating to the Client.
7.5 13.5 In relation to Clause 7.4 abovecase of a bulk application made by KGI Asia on behalf of its clients, the Client agrees that if such bulk application is only accepted in part, KGI Asia has the sole and full discretion to allocate the Securities among its clients on the basis elected by KGI Asia (at KGI Asia’s sole and absolute discretion).
13.6 The Client further acknowledges that any an application made by an unlisted company which does not carry on any whose principal business other than dealing in Securities is securities dealing, and in respect of which the Client exercises statutory control control, shall be deemed to be an application made for the benefit of the Client.
7.6 The 13.7 Upon receipt of an oral or written offer (“Offer”) of the Client, KGI Asia may in its sole and absolute discretion grant to the Client recognizes and understands that a loan (“Loan”) to be used exclusively to finance the legal, regulatory requirements and market practice in respect subscription or purchase by the Client of applications for Securities may vary from time to time as may the requirements of any particular a new listing or and/or issue for which listing on SEHK is sought (“New Listing Securities”) by issuing an acceptance notice (“Acceptance Notice”) in writing to the Client setting out the terms and other details of Securitiesthe Loan. The Client undertakes to provide WLSL such information terms and take such additional steps and make such additional representations, warranties and undertakings as may be required in accordance with such legal, regulatory requirements and market practice as WLSL may in WLSL’s absolute discretion determine from time to time.
7.7 In relation to a bulk application conditions of this Clause 13 are deemed to be made incorporated by WLSL or WLSL’s agent on WLSL’s own account and/or on behalf of reference to the Client and/or WLSL’s other clientsOffer in the Acceptance Notice. Once KGI Asia has issued the Acceptance Notice, the Client acknowledges and agrees:shall not revoke the Offer.
13.8 Payment for the New Listing Securities will be made in the name of KGI Asia (aor in its nominee’s name) that such bulk application may be rejected but for reasons which are unrelated to the Client and the Client’s application exclusive account and to the extent permitted by applicable law, neither WLSL nor WLSL’s agent shall, in the absence of fraud, gross negligence or wilful default, be liable to the Client or any other person in consequence of such rejection; and
(b) to indemnify WLSL in accordance with Clause 21.2 of the Agreement if such bulk application is rejected either in circumstances where the representations and warranties have been breached or otherwise because of factors relating to the Clientrisk. The Client acknowledges that its application for the subscription or purchase of New Listing Securities (made by KGI Asia or KGI Asia’s nominee on the Client’s behalf) may not be accepted by the issuer or vendor of the relevant Securities, but the Client may also shall still be liable for the interest on the Loan and related obligations.
13.9 Notwithstanding that the application is made by KGI Asia (or its nominee) on the Client’s behalf, the Client shall have no right, title, interest or claim of whatever nature in damages or to any payment refunded (“Refund Payment”) by the relevant issuer or vendor in respect of the application that has not been accepted to the extent that the Refund Payment does not exceed the Loan and any outstanding balance owed by the Client.
13.10 Each Loan together with the accrued fees and interest thereon will be repayable (i) on demand by KGI Asia, or (ii) on the scheduled date on which the New Listing Securities are listed on SEHK, whichever is the earlier, provided however that if any application for New Listing Securities is unsuccessful, or successful in part only, Refund Payment shall be applied immediately in repayment of the outstanding Loan and the fees and interest accrued thereon, whether before or after the repayment date (“Repayment Date”) specified in the Acceptance Notice.
13.11 The Client agrees that the receiving bankers, custodians or nominees may pay to KGI Asia all Refund Payment in respect of the unsuccessful application immediately, and KGI Asia is authorized to give instructions to such receiving bankers, custodians or nominees as it deems appropriate or take other persons affected appropriate actions to give effect to such payment.
13.12 The Client hereby authorizes KGI Asia to pledge or grant, at KGI Asia’s absolute discretion, security interests of whatever nature over the New Listing Securities (including all rights and interests derived therefrom) and all money in connection with the Client's subscription or purchase of such New Listing Securities (including Refund Payment) in favour of any third party for credit facilities made available to KGI Asia to finance its funding of all or any part of the Loan.
13.13 The Client shall execute and sign all transfers, power of attorney, proxies and other documents and do all acts and things which KGI Asia may require for KGI Asia and any relevant third parties to obtain full benefits of the security interests mentioned in this Clause 13, including without limitation, to perfect KGI Asia’s title to the New Listing Securities or enable KGI Asia to vest such New Listing Securities in the name of its nominee or any relevant third parties.
13.14 The Client shall pay to KGI Asia interest on the Loan at the rate of interest as specified in the Acceptance Notice and such interest shall accrue on a daily basis for the period from the date of drawdown of the Loan (as specified in the Acceptance Notice) to the date of final repayment of the Loan by the Client as determined by KGI Asia on a 365 day basis (or such breach other basis stated in the Acceptance Notice).
13.15 If the Client fails to repay the Loan on the Repayment Date, KGI Asia shall have an absolute right to sell or other factorsdispose of or procure the sale or disposal of all or any part of the New Listing Securities in such manner and at such price(s) as KGI Asia deems fit and appropriate without any notice to Client and to apportion the proceeds thereof towards repayment of the outstanding Loan, the costs of such sale or disposal and any fees and interest accrued thereon. The Client shall have no right to claim against KGI Asia in respect of any Loss arising out of any such sale or disposal.
13.16 The Client agrees to fully indemnify and hold harmless each of KGI Asia and its Affiliates and their respective agents against all claims, actions, liabilities and proceedings against KGI Asia and its Affiliates and their respective agents or any of them and bear all Loss (including legal fees) which they or any of them may suffer or incur in connection with the Loan. KGI Asia and its Affiliates and their respective agents shall in no event be liable for any Loss of the Client or anything whatsoever which may be suffered or incurred as a result of any default, insolvency, act or omission of any firm or company through or with whom the Client’s application for the subscription or purchase of New Listing Securities is effected.
Appears in 1 contract
Samples: Client Agreement
