Common use of Parties at Interest; Successors and Assigns Clause in Contracts

Parties at Interest; Successors and Assigns. This Agreement herein set forth has been and is made solely for the benefit of the Joint Sponsors, the Joint Representatives, the Joint Global Coordinators, the International Underwriters, the Company and, to the extent provided in Section 9 hereof, the controlling persons, partners, directors, officers, members and Affiliates referred to in such Section of, and each person who controls, any International Underwriter, and their respective successors, assigns, heirs, personal representatives, executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from any of the International Underwriters, shall acquire or have any right under or by virtue of this Agreement. If the foregoing correctly sets forth the understanding among the Company, the Joint Sponsors, the Joint Representatives, the Joint Global Coordinators and the several International Underwriters, please sign in the space provided below for that purpose, whereupon this Agreement and your acceptance shall become a binding agreement among the Company, the Joint Sponsors, the Joint Representatives, the Joint Global Coordinators and the International Underwriters, severally. Very truly yours, For and on behalf of BAIDU, INC. By: Name: Title: Accepted and agreed to as of the date first written above, for itself and on behalf of each of the other International Underwriters XXXXXXX XXXXX (ASIA PACIFIC) LIMITED By: Name: Title: Accepted and agreed to as of the date first written above, for itself and on behalf of each of the other International Underwriters CLSA CAPITAL MARKETS LIMITED By: Name: Title: Accepted and agreed to as of the date first written above, for itself and on behalf of each of the other International Underwriters CLSA LIMITED By: Name: Title: Accepted and agreed to as of the date first written above, for itself and on behalf of each of the other International Underwriters XXXXXXX SACHS (ASIA) L.L.C. By: Name: Title: Futu Securities International (Hong Kong) Limited [ •] [ •] [ •] [ •] Total [ •] [ •] [ •] [ •] 1. [Free Writing Prospectus filed with the Commission pursuant to Rule 433, dated [•], 2021.] 1. The International Offering Price is HK$[•]. 2. The number of U.S. Firm Shares is 90,250,000. The Company represents, warrants and undertakes to the the Joint Sponsors, the Joint Representatives, the International Underwriters and each of them as follows:

Appears in 2 contracts

Samples: International Underwriting Agreement (Baidu, Inc.), International Underwriting Agreement (Baidu, Inc.)

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Parties at Interest; Successors and Assigns. This Agreement herein set forth has been and is made solely for the benefit of the Joint Sponsors, the Joint Representatives, the Joint Global Coordinators, the International Underwriters, the Company and, to the extent provided in Section 9 hereof, the controlling persons, representatives, agents, partners, directors, officers, employees, members and Affiliates referred to in such Section ofSection, and each person who controls, any Joint Sponsor, Joint Global Coordinator, Joint Bookrunner, Joint Lead Manager, International Underwriter, and their respective successors, assigns, heirs, personal representatives, executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from any of the International Underwriters, shall acquire or have any right under or by virtue of this Agreement). If the foregoing correctly sets forth the understanding among between the Company, the Joint Sponsors, the Joint Representatives, the Joint Global Coordinators Company and the several International Underwriters, please sign in the space provided below for that purpose, whereupon this Agreement and your acceptance shall become a binding agreement among between the Company, the Joint Sponsors, the Joint Representatives, the Joint Global Coordinators Company and the International Underwriters, severally. Very truly yours, For and on behalf of BAIDU, LI AUTO INC. By: Name: Title: GXXXXXX SACHS (ASIA) L.L.C. (Incorporated in Delaware, U.S.A. with limited liability) By: Name: Title: Accepted and agreed to as of the date first written aboveabove written, for itself and on behalf of itself and each of the other International Underwriters XXXXXXX XXXXX (ASIA PACIFIC) CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED By: Name: Title: UBS AG HONG KONG BRANCH By: Name: Title: By: Name: Title: Accepted and agreed to as of the date first written aboveabove written, for itself and on behalf of itself and each of the other International Underwriters CLSA CAPITAL MARKETS LIMITED UBS SECURITIES LLC By: Name: Title: Accepted and agreed to as of the date first written above, for itself and on behalf of each of the other International Underwriters CLSA LIMITED By: Name: Title: Accepted and agreed to as of the date first written above, for itself and on behalf of each of the other International Underwriters XXXXXXX SACHS Gxxxxxx Sxxxx (ASIAAsia) L.L.C. By: Name: Title: [l] [l] China International Capital Corporation Hong Kong Securities Limited [l] [l] UBS AG Hong Kong Branch / UBS Securities LLC [l] [l] CLSA Limited [l] [l] BOCI Asia Limited [l] [l] CMB International Capital Limited [l] [l] Futu Securities International (Hong Kong) Limited [ •[l] [ •] [ •] [ •[l] Total [ •[100,000,000] [ •100.0 Gxxxxxx Sxxxx (Asia) L.L.C. [l] [ •[l] [ •] 1. [Free Writing Prospectus filed with the Commission pursuant to Rule 433, dated l] [•], 2021.] 1. The l] China International Offering Price is HK$[•]. 2. The number of U.S. Firm Shares is 90,250,000. Capital Corporation Hong Kong Securities Limited [l] [l] [l] [l] UBS AG Hong Kong Branch / UBS Securities LLC [l] [l] [l] [l] CLSA Limited [l] [l] [l] [l] BOCI Asia Limited [l] [l] [l] [l] CMB International Capital Limited [l] [l] [l] [l] Futu Securities International (Hong Kong) Limited [l] [l] [l] [l] Total 90,000,000 100.0 10,000,000 100.0 The Company represents, warrants and undertakes to the the Joint Sponsors, the Joint RepresentativesGlobal Coordinators, the International Joint Bookrunners, the Joint Lead Managers, the Underwriters and each of them as follows: 1 Accuracy of information 1.1 The Pricing Disclosure Package, as of the Time of Sale, did not, and as of each Time of Delivery will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus, and each Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package, as of the Time of Sale, did not, and as of each Time of Delivery, will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the Information Furnished by the International Underwriters (as defined in Section 10 of this Agreement). 1.2 The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Offer Shares has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the First Time of Delivery and as of the Additional Time of Delivery, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the name, logo, and address of such Underwriter. 1.3 The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, as of the date of this Agreement and as of each Time of Delivery, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication and each roadshow material does not conflict with the information contained in the Registration Statements and the Prospectus, and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication and each roadshow material, as supplemented by and taken together with the Pricing Disclosure Package, as of the Time of Sale, did not, and as of each Time of Delivery will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Information Furnished by the International Underwriters. 1.4 None of the Hong Kong Public Offering Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. 1.5 All statements or expressions of opinion or intention, forward-looking statements, forecasts and estimates (including, without limitation, the statements regarding the future plans, sufficiency of working capital, use of proceeds, planned capital expenditures, projected cash flows and working capital, critical accounting policies, indebtedness, prospects, dividends, material contracts and litigation) contained in each of the Offering Documents (A) have been made after due, careful and proper consideration, (B) are and will remain based on grounds and assumptions referred to in each of the Offering Documents (to the extent there are any) or otherwise based on reasonable grounds and assumptions, and (C) represent and continue to represent reasonable and fair expectations honestly held based on facts known to the Company any other member of the Group, and/or any of their respective directors or officers; there are no other material facts or matters the omission of which would or reasonably be expected to make any such expression, statement, forecast or estimate misleading. 1.6 The Offering Documents contain or include (A) all information and particulars required to be contained or included therein to comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Listing Rules and all other Laws so far as applicable to any of the foregoing, the Global Offering and/or the listing of the Shares on the Stock Exchange and (B) all such information as investors and their professional advisers would reasonably require, and reasonably expect to find therein, for the purpose of making an informed assessment of the activities, assets and liabilities, financial position, profits and losses, and management and prospects of the Company and the other members of the Group, taken as a whole, and the rights attaching to the Shares. 1.7 All public notices, announcements and advertisements in connection with the Global Offering (including, without limitation the Formal Notice) and all filings and submissions provided by or on behalf of the Company, any other member of the Group and/or any of their respective directors, officers, employees, affiliates or agents, to the SEHK, the SFC, the Commission and/or any applicable Authority have complied and will comply with all applicable Laws. 1.8 Other than the Offering Documents, the Company and its agents and representatives (other than the Underwriters in their capacity as such) (A) have not, without the prior written consent of the Joint Global Coordinators, prepared, made, used, authorized, approved or referred to any Supplemental Offering Material and (B) will not, without the prior written consent of the Joint Global Coordinators, prepare, make, use, authorize, approve or refer to any Supplemental Offering Material (as used herein, “Supplemental Offering Material” means any “written communication” (within the meaning of the Securities Act) prepared by or on behalf of the Company, or used or referred to by the Company, that constitutes an offer to sell or solicitation of an offer to buy the Offer Shares (other than the Offering Documents or amendments or supplements thereto), including without limitation, any roadshow material relating to the Offer Shares that constitutes such a written communication).

Appears in 1 contract

Samples: International Underwriting Agreement (Li Auto Inc.)

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Parties at Interest; Successors and Assigns. This Agreement herein set forth has been and is made solely for the benefit of the Joint Sponsors, the Joint Representatives, the Joint Global CoordinatorsRepresentative, the International Underwriters, the Company and, to the extent provided in Section 9 hereof, the controlling persons, partners, directors, officers, members and Affiliates referred to in such Section of, and each person who controls, any International Underwriter, and their respective successors, assigns, heirs, personal representatives, executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from any of the International Underwriters, shall acquire or have any right under or by virtue of this Agreement. If the foregoing correctly sets forth the understanding among the Company, the Joint Sponsors, the Joint Representatives, the Joint Global Coordinators Representative and the several International Underwriters, please sign in the space provided below for that purpose, whereupon this Agreement and your acceptance shall become a binding agreement among the Company, the Joint Sponsors, the Joint Representatives, the Joint Global Coordinators Representative and the International Underwriters, severally. Very truly yours, For and on behalf of BAIDU, INC. By: Name: Title: Accepted and agreed to as of the date first written above, for and on behalf of itself and as a Joint Representative on behalf of each of the other International Underwriters XXXXXXX XXXXX (ASIA PACIFIC) LIMITED Underwriters, Joint Global Coordinator, [Joint Bookrunner]1 and Joint Lead Manager By: Name: Title: 1 Only if JPM’s underwriting commitment equals to or is less than US$300M. Accepted and agreed to as of the date first written above, for and on behalf of itself as a Joint Bookrunner and Joint Lead Manager By: Name: Title: Accepted and agreed to as of the date first written above, for itself and on behalf of each of the other International Underwriters CLSA CAPITAL MARKETS LIMITED itself as a Joint Bookrunner and Joint Lead Manager By: Name: Title: Accepted and agreed to as of the date first written above, for and on behalf of itself and as a Joint Representative on behalf of each of the other International Underwriters CLSA LIMITED Underwriters, Joint Global Coordinator, Joint Bookrunner, Joint Lead Manager and Joint Sponsor By: Name: Title: Accepted and agreed to as of the date first written above, for and on behalf of itself and as a Joint Representative on behalf of each of the other International Underwriters XXXXXXX SACHS (ASIA) L.L.C. Underwriters, Joint Global Coordinator, Joint Bookrunner, Joint Lead Manager and Joint Sponsor By: Name: Title: Futu Accepted and agreed to as of the date first written above, for and on behalf of itself as a Joint Sponsor By: Name: Title: X.X. Xxxxxx Securities (Asia Pacific) Limited [●] [●] X.X. Xxxxxx Securities plc [●] [●] X.X. Xxxxxx Securities LLC [●] [●] China International Capital Corporation Hong Kong Securities Limited [●] [●] Xxxxxxx Xxxxx (Asia) L.L.C. [●] [●] The Hongkong and Shanghai Banking Corporation Limited [●] [●] CMB International Capital Limited [●] [●] ICBC International Securities Limited [●] [●] BOCI Asia Limited [●] [●] CCB International Capital Limited [●] [●] ABCI Securities Company Limited [●] [●] DBS Asia Capital Limited [●] [●] Mizuho Securities Asia Limited [●] [●] Haitong International Securities Company Limited [●] [●] Nomura International (Hong Kong) Limited [ •[●] [ •] [ •] [ •[●] Total [ •[●] [ •[●] [ •X.X. Xxxxxx Securities (Asia Pacific) Limited [●] [ •[●] [●] [●] X.X. Xxxxxx Securities plc [●] [●] [●] [●] X.X. Xxxxxx Securities LLC [●] [●] [●] [●] China International Capital Corporation Hong Kong Securities Limited [●] [●] [●] [●] Xxxxxxx Sachs (Asia) L.L.C. [●] [●] [●] [●] The Hongkong and Shanghai Banking Corporation Limited [●] [●] [●] [●] CMB International Capital Limited [●] [●] [●] [●] ICBC International Securities Limited [●] [●] [●] [●] BOCI Asia Limited [●] [●] [●] [●] CCB International Capital Limited [●] [●] [●] [●] ABCI Securities Company Limited [●] [●] [●] [●] DBS Asia Capital Limited [●] [●] [●] [●] Mizuho Securities Asia Limited [●] [●] [●] [●] Haitong International Securities Company Limited [●] [●] [●] [●] Nomura International (Hong Kong) Limited [●] [●] [●] [●] Total [●] [●] [●] [●] 1. [Free Writing Prospectus filed with the Commission pursuant to Rule 433, dated [•], 2021.. ] 1. The International Offering Price is HK$[•]. 2. The number of U.S. Firm Shares is 90,250,000[•]. The Company represents, warrants and undertakes to the the Joint Sponsors, the Joint Representatives, Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers and the International Underwriters and each of them as follows:

Appears in 1 contract

Samples: International Underwriting Agreement (Trip.com Group LTD)

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