Common use of Remedial action and announcements Clause in Contracts

Remedial action and announcements. The Company and/or the Controlling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner promptly if at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to the provisions of Clause 8.2, (i) any event shall occur or any circumstance shall exist which renders or could render untrue or inaccurate or misleading in any respect any of the Warranties or gives rise or could give rise to a claim under any of the indemnities as contained in or given pursuant to this Agreement, or (ii) any event shall occur or any circumstance shall exist which requires or could require the making of any change to any of the Offering Documents so that any such Offering Documents would 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 when any such Offering Documents were delivered, not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents or any significant new factor likely to affect the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in clauses (i) through (iii) above, the Company, at its own expense, shall promptly take such remedial action as may be required by the Sole Sponsor and the Sole Global Coordinator, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the Offering Documents or any of them as the Sole Sponsor and the Sole Global Coordinator may require and supplying the Sole Sponsor and the Sole Global Coordinator or such persons as they may direct, with such number of copies of such amendments or supplements as they may require. Each of the Warrantors agrees not to issue, publish, distribute or make publicly available any such announcement, circular, supplement or document without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Hong Kong Underwriter), except as required by applicable laws, in which case the Warrantors shall first consult the Sole Sponsor before such issue, publication or distribution or act or thing being done.

Appears in 2 contracts

Samples: www.bio-heart.com, www.bio-heart.com

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Remedial action and announcements. The Company and/or the Controlling Shareholder Covenantors shall notify the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner Joint Bookrunners promptly if at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to the provisions of Clause 8.2, (i) any event shall occur or any circumstance shall exist which renders or could render untrue or inaccurate or misleading in any respect any of the Warranties or gives rise or could give rise to a claim under any of the indemnities as contained in or given pursuant to this Agreement, or (ii) any event shall occur or any circumstance shall exist which requires or could require the making of any change to any of the Offering Documents so that any such Offering Documents would 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 when any such Offering Documents were delivered, not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents or any significant new factor likely to affect the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in clauses (i) through (iii) above, the Company, at its own expense, shall promptly take such remedial action as may be required by the Sole Sponsor and the Sole Global Coordinator, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the Offering Documents or any of them as the Sole Sponsor and the Sole Global Coordinator may require and supplying the Sole Sponsor and the Sole Global Coordinator or such persons as they may direct, with such number of copies of such amendments or supplements as they may require. Each of the Warrantors agrees not to issue, publish, distribute or make publicly available any such announcement, circular, supplement or document without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity for itself and as on behalf of the Hong Kong UnderwriterUnderwriters), except as required by applicable laws, in which case the Warrantors shall first consult the Sole Sponsor before such issue, publication or distribution or act or thing being done.

Appears in 2 contracts

Samples: v4.cecdn.yun300.cn, v4.cecdn.yun300.cn

Remedial action and announcements. The Company and/or the Controlling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner Joint Sponsors promptly if at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to the provisions of Clause 8.25.2, to the best knowledge of the Company after due and careful enquiry, (i) any event shall occur or any circumstance shall exist which renders or could render untrue or inaccurate or misleading in any respect any of the Warranties given by it or gives rise or could give rise to a claim under any of the indemnities as contained in or and given by the Company pursuant to this Agreement, or (ii) any event shall occur or any circumstance shall exist which requires or could require the making of any change to any of the Offering Documents Listing Document, the Scheme Document and the Formal Notice so that any such Offering Documents documents would 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 when any such Offering Documents documents were delivered, not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents or any significant new factor likely to affect Listing Document, the Hong Kong Public Offering or Scheme Document and the Global Offering shall ariseFormal Notice, and, in each of the cases described in clauses (i) through (iii) above, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Sole Sponsor and the Sole Global CoordinatorJoint Sponsors, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the Offering Documents or any of them the Listing Document, the Scheme Document and the Formal Notice as the Sole Sponsor and the Sole Global Coordinator Joint Sponsors may require and supplying the Sole Sponsor and the Sole Global Coordinator or such persons as they may direct, with such number of copies of such amendments or supplements as they may reasonably require. Each of the Warrantors agrees not to issue, publish, distribute or make publicly available any such announcement, circular, supplement or document without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Hong Kong Underwriter), except as required by applicable laws, in which case the Warrantors shall first consult the Sole Sponsor before such issue, publication or distribution or act or thing being done.

Appears in 1 contract

Samples: www.haier.hk

Remedial action and announcements. The Company and/or the Controlling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator Sponsor and the Sole Bookrunner Overall Coordinator promptly if at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties given by it are deemed to be given pursuant to the provisions of Clause 8.2, (i) any event shall occur or any circumstance shall exist which renders or could render untrue or inaccurate or misleading in any respect any of the Warranties given by it or gives rise or could give rise to a claim under any of the indemnities given by it as contained in or given pursuant to this Agreement, or (ii) any event shall occur or any circumstance shall exist which requires or could reasonably be expected to require the making of any change to any of the Offering Documents so that any such Offering Documents would 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 when any such Offering Documents were delivered, not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents or any significant new factor likely to affect the Hong Kong Public Offering or the Global Offering shall ariseDocuments, and, in each of the cases described in clauses (i) through (iii) above, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Sole Sponsor and the Sole Global Overall Coordinator, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the Offering Documents or any of them as the Sole Sponsor and the Sole Global Overall Coordinator may reasonably require and supplying the Sole Sponsor and the Sole Global Overall Coordinator or such persons as they may direct, with such number of copies of such amendments or supplements as they may reasonably require. Each For the avoidance of doubt, the Warrantors agrees not to issue, publish, distribute consent or make publicly available any such announcement, circular, supplement or document without the prior written consent approval of the Sole Sponsor and and/or the Sole Overall Coordinator for the Company to take any such remedial action shall not constitute a waiver of, or in any way affect, any right of the Sole Sponsor, the Sole Global Coordinator (acting in such capacity and as the or any other Hong Kong Underwriter)Underwriters under this Agreement in connection with the occurrence or discovery of such matter, except as required by applicable laws, in which case the Warrantors shall first consult the Sole Sponsor before such issue, publication event or distribution or act or thing being donefact.

Appears in 1 contract

Samples: dpcdash.com

Remedial action and announcements. The Company and/or the Controlling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Joint Global Coordinators promptly if at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to the provisions of Clause 8.2‎8.2, (i) any event shall occur or any circumstance shall exist which renders or could render untrue or inaccurate or misleading in any respect any of the Warranties or gives rise or could give rise to a claim under any of the indemnities as contained in or given pursuant to this Agreement, or (ii) any event shall occur or any circumstance shall exist which requires or could require the making of any change to any of the Offering Documents so that any such Offering Documents would 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 when any such Offering Documents were delivered, not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents or any significant new factor likely to affect the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in clauses (i) through (iii) above, the Company, at its own expense, shall promptly take such remedial action as may be required by the Sole Sponsor and Joint Sponsors and/or the Sole Joint Global CoordinatorCoordinators, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the Offering Documents or any of them as the Sole Sponsor Joint Global Coordinators and the Sole Global Coordinator Joint Sponsors may require and supplying the Sole Sponsor Joint Sponsors and the Sole Joint Global Coordinator Coordinators or such persons as they may direct, with such number of copies of such amendments or supplements as they may require. Each of the Warrantors The Company agrees not to issue, publish, distribute or make publicly available any such announcement, circular, supplement supplement, amendment or document which are inconsistent with the Offering Documents in any material respect or do any such act or thing during the period from the date of this Agreement up to and including the Listing Date without the prior written consent of the Sole Sponsor Joint Sponsors and the Sole Joint Global Coordinator Coordinators (acting in such capacity for themselves and as on behalf of the Hong Kong UnderwriterUnderwriters), except as required by applicable lawsLaws, in which case the Warrantors Company shall first consult the Sole Sponsor Joint Sponsors and the Joint Global Coordinators before such issue, publication or distribution or act or thing being done.

Appears in 1 contract

Samples: Underwriting Agreement (Li Auto Inc.)

Remedial action and announcements. The Company and/or the Controlling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator Sponsor and the Sole Bookrunner Representative promptly if at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to the provisions of Clause 8.2, (i) any event shall occur or any circumstance shall exist which renders or could render untrue or inaccurate or misleading in any respect any of the Warranties or gives rise or could give rise to a claim under any of the indemnities as contained in or given pursuant to this Agreement, or (ii) any event shall occur or any circumstance shall exist which requires or could require the making of any change to any of the Offering Documents so that any such Offering Documents would 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 when any such Offering Documents were delivered, not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents or any significant new factor likely to affect the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in clauses (i) through (iii) above, the Company, at its own expense, shall promptly take such remedial action as may be required by the Sole Sponsor and and/or the Sole Global CoordinatorRepresentative, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the Offering Documents or any of them as the Sole Sponsor Representative and the Sole Global Coordinator Sponsor may require and supplying the Sole Sponsor and the Sole Global Coordinator Representative or such persons as they may direct, with such number of copies of such amendments or supplements as they may require. Each of the Warrantors The Company agrees not to issue, publish, distribute or make publicly available any such announcement, circular, supplement or document amendment or do any such remedial act or thing without the prior written consent (which shall not be unreasonably withheld) of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Hong Kong Underwriter), Representative except as required by applicable lawsLaws, in which case the Warrantors shall Company shall, if permitted by applicable Laws, first consult the Sole Sponsor and the Sole Representative before such issue, publication or distribution or act or thing being done.

Appears in 1 contract

Samples: Underwriting Agreement (Noah Holdings LTD)

Remedial action and announcements. The Company and/or the Controlling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Joint Global Coordinators promptly if at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to the provisions of Clause 8.2‎8.2, (i) any event shall occur or any circumstance shall exist which renders or could render untrue or inaccurate or misleading in any respect any of the Warranties or gives rise or could give rise to a claim under any of the indemnities as contained in or given pursuant to this Agreement, or (ii) any event shall occur or any circumstance shall exist which requires or could require the making of any change to any of the Offering Documents so that any such Offering Documents would not include any untrue or inaccurate 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 when any such Offering Documents were delivered, not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents or any significant new factor likely to affect the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in clauses (i) through (iii) above, the Company, at its own expense, shall promptly take such remedial action as may be required by the Sole Sponsor and Joint Sponsors and/or the Sole Joint Global CoordinatorCoordinators, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the Offering Documents or any of them as the Sole Sponsor Joint Global Coordinators and the Sole Global Coordinator Joint Sponsors may require and supplying the Sole Sponsor Joint Sponsors and the Sole Joint Global Coordinator Coordinators or such persons as they may direct, with such number of copies of such amendments or supplements as they may require. Each of the Warrantors The Company agrees not to issue, publish, distribute or make publicly available any such announcement, circular, supplement supplement, amendment or document or do any such act or thing without the prior written consent of the Sole Sponsor Joint Sponsors and the Sole Joint Global Coordinator Coordinators (acting in such capacity for themselves and as on behalf of the Hong Kong UnderwriterUnderwriters), except as required by applicable lawsLaws, in which case the Warrantors Company shall first consult the Sole Sponsor Joint Sponsors and the Joint Global Coordinators before such issue, publication or distribution or act or thing being done.

Appears in 1 contract

Samples: Underwriting Agreement (MINISO Group Holding LTD)

Remedial action and announcements. The Company and/or the Controlling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator Sponsor and the Sole Bookrunner Representative promptly if at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to the provisions of Clause 8.2, (i) any event shall occur or any circumstance shall exist which renders or could render untrue or inaccurate or misleading in any respect any of the Warranties or gives rise or could give rise to a claim under any of the indemnities as contained in or given pursuant to this Agreement, or (ii) any event shall occur or any circumstance shall exist which requires or could require the making of any change to any of the Offering Documents so that any such Offering Documents would 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 when any such Offering Documents were delivered, not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents or any significant new factor likely to affect the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in clauses (i) through (iii) above, the Company, at its own expense, shall promptly take such remedial action as may be required by the Sole Sponsor and and/or the Sole Global CoordinatorRepresentative, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the Offering Documents or any of them as the Sole Sponsor Representative and the Sole Global Coordinator Sponsor may require and supplying the Sole Sponsor and the Sole Global Coordinator Representative or such persons as they may direct, with such number of copies of such amendments or supplements as they may require. Each of the Warrantors The Company agrees not to issue, publish, distribute or make publicly available any such announcement, circular, supplement or document amendment or do any such remedial act or thing without the prior written consent (which shall not be unreasonably withheld) of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Hong Kong Underwriter), Representative except as required by applicable lawsLaws, in which case the Warrantors shall Company shall, if permitted by applicable Laws, first consult the Sole Sponsor and the Sole Representative before such issue, publication or distribution or act or thing being done.done.‌

Appears in 1 contract

Samples: Agreement

Remedial action and announcements. The Each of the Company and/or and the Controlling Selling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Joint Representatives promptly if at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to the provisions of Clause 8.2, (i) any event shall occur or any circumstance shall exist which renders or could render untrue or inaccurate or misleading in any respect any of the Warranties or gives rise or could give rise to a claim under any of the indemnities as contained in or given pursuant to this Agreement, or (ii) any event shall occur or any circumstance shall exist which requires or could require the making of any change to any of the Offering Documents so that any such Offering Documents would 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 when any such Offering Documents were delivered, not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents or any significant new factor likely to affect the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in clauses (i) through (iii) above, the Company, at its own expense, shall promptly take such remedial action as may be required by the Sole Sponsor and Joint Sponsors and/or the Sole Global CoordinatorJoint Representatives, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the Offering Documents or any of them as the Sole Sponsor Joint Representatives and the Sole Global Coordinator Joint Sponsors may require and supplying the Sole Sponsor Joint Sponsors and the Sole Global Coordinator Joint Representatives or such persons as they may direct, with such number of copies of such amendments or supplements as they may require. Each of the Warrantors The Company agrees not to issue, publish, distribute or make publicly available any such announcement, circular, supplement or document amendment or do any such remedial act or thing in connection with or relating to the Global Offering or the Listing without the prior written consent of the Sole Sponsor Joint Sponsors and the Sole Global Coordinator (acting in such capacity and as the Hong Kong Underwriter), Joint Representatives except as required by applicable lawsLaws, in which case the Warrantors shall Company shall, if permitted by applicable Laws, first consult the Sole Sponsor Joint Sponsors and the Joint Representatives before such issue, publication or distribution or act or thing being done.

Appears in 1 contract

Samples: WEIBO Corp

Remedial action and announcements. The Company and/or the Controlling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner promptly if If at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to Clause 8.3, any event shall have occurred or any matter or event or fact is discovered or comes to the provisions attention of Clause 8.2, the Company or the Selling Shareholders (i) as a result of which any of the Warranties, if repeated immediately after the occurrence or discovery of such matter or event shall occur or any circumstance shall exist which renders or could render fact, would be untrue or inaccurate or misleading or breached in any respect any of the Warranties or gives rise or could give rise to a claim under any of the indemnities as contained in or given pursuant to this Agreement, or (ii) any event shall occur which would or any circumstance shall exist which requires or could require the making of any change to any of might result in the Offering Documents so that or any such Offering Documents would not include any of them containing an untrue or misleading statement of a material fact or omit opinion or omitting to state any fact which is material fact necessary in order for disclosure or required by applicable Laws to make the statements therein, be disclosed in the light of the circumstances under which they were made when any such Offering Documents or any of them (assuming that the relevant documents were delivered, not misleading, to be issued immediately after occurrence of such matter or event) or (iii) which would make it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents Documents; or (iv) which would or might result in any breach of the representations, warranties or undertakings given by the Company or the Selling Shareholders or any significant new factor circumstances giving rise to a claim under any of the indemnities contained in, or given pursuant to, this Agreement, or (iv) which is likely to adversely affect the Global Offering, the Company or the Selling Shareholders or the Hong Kong Public Offering or Underwriters, the Company shall forthwith notify the Joint Sponsors and the Joint Global Offering shall ariseCoordinators (for themselves and on behalf of the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters), and, in each without prejudice to any other rights of the cases described in clauses (i) through (iii) aboveJoint Sponsors, the CompanyJoint Global Coordinators, the Joint Bookrunners or the Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter or event or fact, the Company or the Selling Shareholders shall at its their own expenseexpense as soon as practicable, shall promptly take such remedial action as may be required necessary or advisable to correct such statement or omission or effect such compliance with applicable Laws or requested by the Sole Sponsor Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners, the Joint Lead Managers and the Sole Global CoordinatorUnderwriters) to remedy such matter or event or fact, including promptly preparing, announcing, issuing, issuing or publishing, distributing or otherwise making availablepublicly available any announcement, at the Company’s expense, such amendments supplement or supplements amendment in relation to the Offering Documents or any of them as them, and shall supply the Sole Sponsor Joint Sponsors and the Sole Joint Global Coordinator may require and supplying the Sole Sponsor and the Sole Global Coordinator Coordinators or such persons as they may direct, with such number of copies of such amendments or supplements the aforesaid documents as they may require, provided, however, that any approval by the Joint Sponsors and the Joint Global Coordinators of any amendment or supplement to the Offering Documents, and any delivery to investors of such amendment or supplement to the Offering Documents or any of them, shall not (i) constitute a waiver or modification or prejudice of any rights of the Hong Kong Underwriters under this Agreement or (ii) result in the loss of the Joint Global Coordinators', the Joint Sponsors', the Joint Bookrunners' or the Hong Kong Underwriters' rights to terminate this Agreement (whether by reason of such misstatement or omission resulting in a prior breach of any of the Warranties or otherwise). Each of the Warrantors Company and the Selling Shareholders and agrees not to issue, publish, distribute or make publicly available any such announcement, circular, supplement or document amendment or do any such act or thing without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Hong Kong Underwriter), Joint Sponsors except as required by applicable lawsLaws, in which case the Warrantors Company and the Selling Shareholders shall first consult the Sole Sponsor and Joint Global Coordinators before such issue, publication or distribution or act or thing being done.

Appears in 1 contract

Samples: Agreement (Zhihu Inc.)

Remedial action and announcements. The Company and/or the Controlling Shareholder Warrantors shall notify the Sole Sponsor, the Sole Global Coordinator Sponsor and the Sole Bookrunner Representative promptly if at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to the provisions of Clause 8.2, (i) any event shall occur or any circumstance shall exist which renders or could render untrue or inaccurate or misleading or breached in any respect any of the Warranties or gives rise or could give rise to a claim under any of the indemnities as contained in or given pursuant to this Agreement, or (ii) any event shall occur or any circumstance shall exist which requires or could require the making of any change to any of the Offering Documents so that any such Offering Documents would 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 when any such Offering Documents were delivered, not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents Documents, or (iv) any significant new factor likely to materially and adversely affect the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in clauses (i) through (iiiiv) above, without prejudice to any other rights of the Sole Sponsor, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters or any of them under this agreement, the Company, at its own expense, shall promptly as soon as practicable take such remedial action as may be required by the Sole Sponsor and the Sole Global CoordinatorRepresentative, including promptly as soon as practicable preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the Offering Documents or any of them as the Sole Sponsor and the Sole Global Coordinator Representative may reasonably require and obtaining written approvals from the Sole Sponsor and the Sole Representative prior to the publication or distribution of such amendments or supplements and supplying the Sole Sponsor and the Sole Global Coordinator Representative, or such persons as they may direct, with such number of copies of such amendments or supplements as they may reasonably require. Each of the Warrantors agrees not to issue, publishprovided, distribute however, that any acknowledgement or make publicly available any such announcement, circular, supplement or document without the prior written consent approval of the Sole Sponsor and and/or the Sole Global Coordinator (acting Representative for the Company to take any such remedial action shall not constitute a waiver of, or in such capacity and as any way affect, any rights of the Sole Sponsor, the Sole Representative, or any other Hong Kong Underwriter)Underwriters under this Agreement in connection with the occurrence or discovery of such matter, except as required by applicable laws, in which case the Warrantors shall first consult the Sole Sponsor before such issue, publication event or distribution or act or thing being donefact.

Appears in 1 contract

Samples: www1.hkexnews.hk

Remedial action and announcements. The Company and/or the Controlling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Joint Representatives promptly if at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to the provisions of Clause 8.2, (i) any event shall occur or any circumstance shall exist which renders or could render untrue or inaccurate inaccurate, misleading or misleading breached in any respect any of the Warranties or gives rise or could give rise to a claim under any of the indemnities as contained in or given pursuant to this Agreement, or (ii) any event shall occur or any circumstance shall exist which requires or could require the making of any change to any of the Offering Documents so that any such Offering Documents would not include any untrue statement of a material fact or omit to state any fact which is material fact necessary for disclosure or required by the applicable Laws to be disclosed in the Offering Documents in order to make the statements therein, in the light of the circumstances under which they were made when any such Offering Documents were delivered, not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents or (iv) any significant new factor likely to affect the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in clauses (i) through (iiiiv) above, the Company, at its own expense, shall promptly take such remedial action as may be required by the Sole Sponsor and Joint Sponsors and/or the Sole Global CoordinatorJoint Representatives, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the Offering Documents or any of them as the Sole Sponsor Joint Sponsors and the Sole Global Coordinator Joint Representatives may require and supplying the Sole Sponsor Joint Sponsors and the Sole Global Coordinator Joint Representatives or such persons as they may direct, with such number of copies of such amendments or supplements as they may require. Each of the Warrantors The Company agrees not to issue, publish, distribute or make publicly available any such announcement, circular, supplement or document amendment or do any such remedial act or thing in connection with or relating to the Global Offering without prior consultation with the prior written consent of the Sole Sponsor Joint Sponsors and the Sole Global Coordinator (acting in such capacity Joint Representatives to the extent practicable and as the Hong Kong Underwriter), except as required by applicable lawsLaws, in which case the Warrantors shall Company shall, if permitted by applicable Laws first consult the Sole Sponsor Joint Sponsors and the Joint Representatives before such issue, publication or distribution or act or thing being done. For the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Joint Representatives for the Company to take any such remedial action shall not constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Joint Representatives or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact.

Appears in 1 contract

Samples: Agreement (Tuya Inc.)

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Remedial action and announcements. The Company and/or the Controlling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator Sponsor and the Sole Bookrunner Joint Global Coordinators promptly if at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to the provisions of Clause 8.2, (i) any event shall occur or any circumstance shall exist which renders or could render untrue or inaccurate or misleading in any respect any of the Warranties or gives rise or could give rise to a claim under any of the indemnities as contained in or given pursuant to this Agreement, or (ii) any event shall occur or any circumstance shall exist which requires or could require the making of any change to any of the Offering Documents so that any such Offering Documents would 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 when any such Offering Documents were delivered, not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents or any significant new factor likely to affect the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in clauses (i) through (iii) above, the Company, at its own expense, shall promptly take such remedial action as may be required by the Sole Sponsor and and/or the Sole Joint Global CoordinatorCoordinators, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the Offering Documents or any of them as the Sole Sponsor Joint Global Coordinators and the Sole Global Coordinator Sponsor may require and supplying the Sole Sponsor and the Sole Joint Global Coordinator Coordinators or such persons as they may direct, with such number of copies of such amendments or supplements as they may require. Each of the Warrantors The Company agrees not to issue, publish, distribute or make publicly available any such announcement, circular, supplement or document amendment or do any such remedial act or thing without the prior written consent consent, which shall not be unreasonably withheld, of the Sole Sponsor and the Sole Joint Global Coordinator (acting in such capacity and as the Hong Kong Underwriter), Coordinators except as required by applicable lawsLaws, in which case the Warrantors shall Company shall, if permitted by applicable Laws first consult the Sole Sponsor and the Joint Global Coordinators before such issue, publication or distribution or act or thing being done.

Appears in 1 contract

Samples: Yum China Holdings, Inc.

Remedial action and announcements. The Company and/or the Controlling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner promptly if If at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to Clause 8.3, any event shall have occurred or any matter or event or fact is discovered or comes to the provisions attention of Clause 8.2, any of the Warrantors (i) as a result of which any of the Warranties, if repeated immediately after the occurrence or discovery of such matter or event shall occur or any circumstance shall exist which renders or could render fact, would be untrue or inaccurate or misleading or breached in any respect any of the Warranties or gives rise or could give rise to a claim under any of the indemnities as contained in or given pursuant to this Agreement, respect; or (ii) any event shall occur which would or any circumstance shall exist which requires or could require the making of any change to any of might result in the Offering Documents so that or any such Offering Documents would not include any of them containing an untrue or misleading statement of a material fact or omit opinion or omitting to state any fact which is material fact necessary in order for disclosure or required by applicable Laws to make the statements therein, be disclosed in the light of the circumstances under which they were made when any such Offering Documents or any of them (assuming that the relevant documents were delivered, not misleading, to be issued immediately after occurrence of such matter or event); or (iii) which would make it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents Documents; or (iv) which would or might result in any breach of the representations, warranties or undertakings given by any Warrantor or any significant new factor circumstances giving rise to a claim under any of the indemnities contained in, or given pursuant to, this Agreement; or (v) is likely to adversely affect the Global Offering, such Warrantor, at its own expense, shall forthwith notify the Joint Sponsors and the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Public Offering or the Global Offering shall ariseUnderwriters), and, in each without prejudice to any other rights of the cases described Joint Sponsors, the Joint Global Coordinators, the Joint Bookrunners, Joint Lead Managers or the Hong Kong Underwriters under this Agreement in clauses (i) through (iii) aboveconnection with the occurrence or discovery of such matter or event or fact, the Company, at its own expense, shall promptly take such remedial action as may be required necessary or advisable to correct such statement or omission or effect such compliance with applicable Laws or reasonably requested by the Sole Sponsor Joint Global Coordinators (for themselves and on behalf of the Sole Global CoordinatorUnderwriters) to remedy such matter or event or fact, including promptly preparing, announcing, issuing, issuing or publishing, distributing or otherwise making publicly available, at the Company’s expense, such amendments any announcement, supplement or supplements amendment in relation to the Offering Documents or any of them as them, and shall supply the Sole Sponsor Joint Sponsors and the Sole Joint Global Coordinator may require and supplying the Sole Sponsor and the Sole Global Coordinator Coordinators or such persons as they may direct, with such number of copies of such amendments or supplements the aforesaid documents as they may require. Each , provided, however, that any approval by the Joint Sponsors or the Joint Global Coordinators of any amendment or supplement to the Warrantors agrees Offering Documents, and any delivery to investors of such amendment or supplement to the Offering Documents or any of them, shall not (i) constitute a waiver or modification of any conditions to issue, publish, distribute or make publicly available any such announcement, circular, supplement or document without the prior written consent obligations of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Hong Kong Underwriter), except as required by applicable laws, in which case the Warrantors shall first consult the Sole Sponsor before such issue, publication or distribution or act or thing being done.Underwriters under this Agreement or

Appears in 1 contract

Samples: www.aimbio.com

Remedial action and announcements. The Company and/or the Controlling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner promptly if If at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to Clause 8.3, any event shall have occurred or any matter or event or fact is discovered or comes to the provisions attention of Clause 8.2, any Warrantor (i) as a result of which any of the Warranties, if repeated immediately after the occurrence or discovery of such matter or event shall occur or any circumstance shall exist which renders or could render fact, would be untrue or inaccurate or misleading or breached in any respect or (ii) which would or might result in the Offering Documents or any of them containing an untrue or misleading statement of fact or opinion or omitting to state any fact which is material for disclosure or required by applicable Laws to be disclosed in the Warranties Offering Documents or gives rise any of them (assuming that the relevant documents were to be issued immediately after occurrence of such matter or could give event) or (iii) which would or might result in any breach of the representations, warranties or undertakings given by any Warrantor or any circumstances giving rise to a claim under any of the indemnities as contained in in, or given pursuant to to, this Agreement, or (iiiv) any event shall occur or any circumstance shall exist which requires or could require the making of any change to any of the Offering Documents so that any such Offering Documents would 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 when any such Offering Documents were delivered, not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents or any significant new factor is likely to adversely affect the Global Offering, any Warrantor or the Hong Kong Public Offering or Underwriters, the Global Offering Warrantors shall ariseforthwith notify the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters), and, in each without prejudice to any other rights of the cases described in clauses (i) through (iii) aboveJoint Sponsors, the CompanySponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the CMIs under this Agreement in connection with the occurrence or discovery of such matter or event or fact, the Warrantors shall at its their own expenseexpense as soon as practicable, shall promptly take such remedial action as may be required necessary or advisable to correct such statement or omission or effect such compliance with applicable Laws or requested by the Sole Sponsor Joint Sponsors and the Sole Global CoordinatorOverall Coordinators (for themselves and on behalf of the Underwriters) to remedy such matter or event or fact, including promptly preparing, announcing, issuing, issuing or publishing, distributing or otherwise making availablepublicly available any announcement, at the Company’s expense, such amendments supplement or supplements amendment in relation to the Offering Documents or any of them as them, and shall supply the Sole Sponsor and Joint Sponsors, the Sole Global Coordinator may require and supplying the Sole Sponsor and the Sole Global Coordinator Overall Coordinators or such persons as they may direct, with such number of copies of such amendments or supplements the aforesaid documents as they may require, provided, however, that any approval by the Joint Sponsors and the Overall Coordinators of any amendment or supplement to the Offering Documents, and any delivery to investors of such amendment or supplement to the Offering Documents or any of them, shall not (i) constitute a waiver or modification or prejudice of any rights of the Hong Kong Underwriters under this Agreement or (ii) result in the loss of the Joint Sponsors', the Sponsor-OCs', the Overall Coordinators', the Joint Global Coordinators', the Joint Bookrunners', the Joint Lead Managers' or the Hong Kong Underwriters' or‌ the CMIs' rights to terminate this Agreement (whether by reason of such misstatement or omission resulting in a prior breach of any of the Warranties or otherwise). Each of the Warrantors agrees not to issue, publish, distribute or make publicly available any such announcement, circular, supplement or document amendment or do any such act or thing without the prior written consent of the Sole Sponsor Joint Sponsors and the Sole Global Coordinator Overall Coordinators (acting in such capacity and as the Hong Kong Underwriter), which consent shall not be unreasonably withheld or delayed) except as required by applicable lawsLaws, in which case the Warrantors Company shall first consult the Sole Sponsor Joint Sponsors and the Overall Coordinators before such issue, publication or distribution or act or thing being done.

Appears in 1 contract

Samples: chinarept.com

Remedial action and announcements. The Company and/or the Controlling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Joint Global Coordinators promptly if at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to the provisions of Clause 8.2, (i) any event shall occur or any circumstance shall exist which renders or could render untrue or inaccurate or misleading in any respect any of the Warranties or gives rise or could reasonably be expected to give rise to a claim under any of the indemnities as contained in or given pursuant to this Agreement, or (ii) any event shall occur or any circumstance shall exist which requires or could require the making of any change to any of the Offering Documents so that any such Offering Documents would 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 when any such Offering Documents were delivered, not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents or any significant new factor likely to affect the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in clauses (i) through (iii) above, the Company, at its own expense, shall promptly take such remedial action as may be required by the Sole Sponsor and Joint Sponsors and/or the Sole Joint Global CoordinatorCoordinators, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the Offering Documents or any of them as the Sole Sponsor Joint Global Coordinators and the Sole Global Coordinator Joint Sponsors may require and supplying the Sole Sponsor Joint Sponsors and the Sole Joint Global Coordinator Coordinators or such persons as they may direct, with such number of copies of such amendments or supplements as they may require. Each of the Warrantors agrees not to issue, publish, distribute or make publicly available any such announcement, circular, supplement or document without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Hong Kong Underwriter), except as required by applicable laws, in which case the Warrantors shall first consult the Sole Sponsor before such issue, publication or distribution or act or thing being done.

Appears in 1 contract

Samples: Underwriting Agreement (BeiGene, Ltd.)

Remedial action and announcements. The Company and/or the Controlling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner promptly if If at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to Clause 8.3, any event shall have occurred or any matter or event or fact is discovered or comes to the provisions attention of Clause 8.2, any of the Warrantors (i) as a result of which any of the Warranties, if repeated immediately after the occurrence or discovery of such matter or event shall occur or any circumstance shall exist which renders or could render fact, would be untrue or inaccurate or misleading or breached in any respect any of the Warranties or gives rise or could give rise to a claim under any of the indemnities as contained in or given pursuant to this Agreement, respect; or (ii) any event shall occur which would or any circumstance shall exist which requires or could require the making of any change to any of might result in the Offering Documents so that or any such Offering Documents would not include any of them containing an untrue or misleading statement of a material fact or omit opinion or omitting to state any fact which is material fact necessary in order for disclosure or required by applicable Laws to make the statements therein, be disclosed in the light of the circumstances under which they were made when any such Offering Documents or any of them (assuming that the relevant documents were delivered, not misleading, to be issued immediately after occurrence of such matter or event); or (iii) which would make it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents Documents; or (iv) which would or might result in any breach of the representations, warranties or undertakings given by any Warrantor or any significant new factor circumstances giving rise to a claim under any of the indemnities contained in, or given pursuant to, this Agreement, or (v) which is likely to materially and adversely affect the Global Offering, any Warrantor, the Joint Sponsors, the Joint Global Coordinators or the Hong Kong Public Offering or Underwriters, such Warrantor, at his/her/its own expense, shall forthwith notify the Joint Sponsors and the Joint Global Offering shall ariseCoordinators (for themselves and on behalf of the Hong Kong Underwriters) as soon as reasonably practicable, and, in each without prejudice to any other rights of the cases described Joint Sponsors, the Joint Global Coordinators, the Joint Bookrunners, Joint Lead Managers or the Hong Kong Underwriters under this Agreement in clauses (i) through (iii) aboveconnection with the occurrence or discovery of such matter or event or fact, the Company, at its own expense, shall promptly as soon as reasonably practicable take such remedial action as may be required necessary or advisable to correct such statement or omission or effect such compliance with applicable Laws or reasonably requested by the Sole Sponsor Joint Global Coordinators (for themselves and on behalf of the Sole Global CoordinatorUnderwriters) to remedy such matter or event or fact, including promptly preparing, announcing, issuing, issuing or publishing, distributing or otherwise making publicly available, at the Company’s expense, such amendments any announcement, supplement or supplements amendment in relation to the Offering Documents or any of them as them, and shall supply the Sole Sponsor Joint Sponsors and the Sole Joint Global Coordinator may require and supplying the Sole Sponsor and the Sole Global Coordinator Coordinators or such persons as they may reasonably direct, with such number of copies of such amendments or supplements the aforesaid documents as they may reasonably require. Each , provided, however, that any approval by the Joint Sponsors or the Joint Global Coordinators of any amendment or supplement to the Warrantors agrees not Offering Documents, and any delivery to issueinvestors of such amendment or supplement to the Offering Documents or any of them, publish, distribute or make publicly available any such announcement, circular, supplement or document without the prior written consent of the Sole Sponsor and the Sole Global Coordinator (acting in such capacity and as the Hong Kong Underwriter), except as required by applicable laws, in which case the Warrantors shall first consult the Sole Sponsor before such issue, publication or distribution or act or thing being done.not

Appears in 1 contract

Samples: www.asymchem.com

Remedial action and announcements. The Company and/or the Controlling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator and the Sole Bookrunner promptly if If at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to Clause 6.3, any event shall have occurred or any matter or event or fact is discovered or comes to the provisions attention of Clause 8.2, the Company (i) as a result of which any of the Warranties, if repeated immediately after the occurrence or discovery of such matter or event shall occur or any circumstance shall exist which renders or could render fact, would be untrue or inaccurate or misleading or breached in any respect or (ii) which would or might result in the Listing Documentation containing an untrue or misleading statement of fact or opinion or omitting to state any fact which is material for disclosure or required by applicable Laws to be disclosed in the Listing Documentation or (iii) which would or might result in any breach of the Warranties representations, warranties or gives rise undertakings given by the Company or could give any circumstances giving rise to a claim under any of the indemnities as contained in in, or given pursuant to to, this Agreement, or (iiiv) any event shall occur or any circumstance shall exist which requires or could require the making of any change to any of the Offering Documents so that any such Offering Documents would 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 when any such Offering Documents were delivered, not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents or any significant new factor is likely to adversely affect the Hong Kong Public Offering Introduction, the Company or the Global Offering Joint Sponsors or the Dealers, the Company shall ariseforthwith notify the Joint Sponsors, and, in each without prejudice to any other rights of the cases described Joint Sponsors under this Agreement in clauses (i) through (iii) aboveconnection with the occurrence or discovery of such matter or event or fact, the Company, Company shall at its own expenseexpense as soon as practicable, shall promptly take such remedial action as may be required necessary or advisable to correct such statement or omission or effect such compliance with applicable Laws or requested by the Sole Sponsor and the Sole Global CoordinatorJoint Sponsors to remedy such matter or event or fact, including promptly preparing, announcing, issuing, issuing or publishing, distributing or otherwise making availablepublicly available any announcement, at the Company’s expense, such amendments supplement or supplements amendment in relation to the Offering Documents or any of them as Listing Documentation, and shall supply the Sole Sponsor and the Sole Global Coordinator may require and supplying the Sole Sponsor and the Sole Global Coordinator Joint Sponsors or such persons as they may direct, with such number of copies of such amendments or supplements the aforesaid documents as they may require. Each , provided, however, that any approval by the Joint Sponsors of any amendment or supplement to the Listing Documentation shall not (i) constitute a waiver or modification or prejudice of any rights of the Warrantors Joint Sponsors under this Agreement or (ii) result in the loss of the Joint Sponsors' rights to terminate this Agreement (whether by reason of such misstatement or omission resulting in a prior breach of any of the Warranties or otherwise). The Company agrees not to issue, publish, distribute or make publicly available any such announcement, circular, supplement or document amendment or do any such act or thing without the prior written consent of the Sole Sponsor and the Sole Global Coordinator Joint Sponsors (acting in such capacity and as the Hong Kong Underwriter), which shall not be unreasonably withheld) except as required by applicable lawsLaws, in which case the Warrantors Company shall first consult the Sole Sponsor Joint Sponsors before such issue, publication or distribution or act or thing being done.

Appears in 1 contract

Samples: Sponsors Agreement

Remedial action and announcements. The Company and/or the Controlling Shareholder shall notify the Sole Sponsor, the Sole Global Coordinator Joint Sponsors and the Sole Bookrunner Joint Global Coordinators promptly if at any time, by reference to the facts and circumstances then subsisting, on or prior to the last to occur of the dates on which the Warranties are deemed to be given pursuant to the provisions of Clause 8.2, (i) any event shall occur or any circumstance shall exist which renders or could render untrue or inaccurate or misleading in any respect any of the Warranties or gives rise or could give rise to a claim under any of the indemnities as contained in or given pursuant to this Agreement, or (ii) any event shall occur or any circumstance shall exist which requires or could require the making of any change to any of the Offering Documents so that any such Offering Documents would 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 when any such Offering Documents were delivered, not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the Offering Documents or any significant new factor likely to affect the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in clauses (i) through (iii) above, the Company, at its own expense, shall promptly take such remedial action as may be required by the Sole Sponsor and Joint Sponsors and/or the Sole Joint Global CoordinatorCoordinators, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the Offering Documents or any of them as the Sole Sponsor Joint Global Coordinators and the Sole Global Coordinator Joint Sponsors may require and supplying the Sole Sponsor Joint Sponsors and the Sole Joint Global Coordinator Coordinators or such persons as they may direct, with such number of copies of such amendments or supplements as they may require. Each of the Warrantors The Company agrees not to issue, publish, distribute or make publicly available any such announcement, circular, supplement or document amendment or do any such remedial act or thing in connection with or relating to the Global Offering without prior consultation with the prior written consent of the Sole Sponsor Joint Sponsors and the Sole Joint Global Coordinator (acting in such capacity and as the Hong Kong Underwriter), Coordinators except as required by applicable lawsLaws, in which case the Warrantors shall Company shall, if permitted by applicable Laws, first consult the Sole Sponsor Joint Sponsors and the Joint Global Coordinators before such issue, publication or distribution or act or thing being done.

Appears in 1 contract

Samples: 360 DigiTech, Inc.

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