Remedial action and announcements. The Warrantors shall notify the Joint Sponsors and the Overall 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 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 would or might (1) render untrue, inaccurate, or misleading any statement, whether of fact or opinion, contained in any of the CSRC Filings and the Offering Documents; or (2) result in the omission of any fact which is material for disclosure or required by applicable Laws to be disclosed in any of the CSRC Filings and the Offering Documents, if the same were issued immediately after the occurrence of such event or existence of such circumstance; or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; or (iv) any significant new factor likely to affect the CSRC Filings and the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in paragraphs (i) through (iv) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this Agreement, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors and/or the Overall Coordinators, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors and the Overall Coordinators may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves and the Hong Kong Underwriters) or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Overall Coordinators for the Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent shall not be unreasonably withheld or delayed, except as required by applicable Laws, in which case the Company shall first consult the Joint Sponsors and the Overall Coordinators before such issue, publication or distribution or act or thing being done, subject to applicable Laws.
Appears in 2 contracts
Samples: Hong Kong Underwriting Agreement, Hong Kong Underwriting Agreement
Remedial action and announcements. The Warrantors Company and/or the Controlling Shareholder shall notify the Joint Sponsors Sole Sponsor, the Sole Global Coordinator and the Overall Coordinators, 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 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 would requires or might (1) render untrue, inaccurate, or misleading could require the making of any statement, whether of fact or opinion, contained in change to any of the CSRC Filings and 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 Offering Documents; or (2) result statements therein, in the omission of any fact which is material for disclosure or required by applicable Laws to be disclosed in any light of the CSRC Filings and the circumstances under which they were made when any such Offering DocumentsDocuments were delivered, if the same were issued immediately after the occurrence of such event or existence of such circumstance; not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; Documents or (iv) any significant new factor likely to affect the CSRC Filings and the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in paragraphs clauses (i) through (iviii) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this Agreement, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors and/or Sole Sponsor and the Overall CoordinatorsSole Global Coordinator, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors Sole Sponsor and the Overall Coordinators Sole Global Coordinator may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves Sole Sponsor and the Hong Kong Underwriters) Sole Global Coordinator or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Overall Coordinators for the Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent shall not be unreasonably withheld or delayed, except as required by applicable Laws, in which case the Company shall first consult the Joint Sponsors and the Overall Coordinators before such issue, publication or distribution or act or thing being done, subject to applicable Laws.
Appears in 2 contracts
Samples: Hong Kong Underwriting Agreement, Hong Kong Underwriting Agreement
Remedial action and announcements. The Warrantors Company and/or the Covenantors shall notify the Joint Sponsors Sole Sponsor, the Sole Global Coordinator and the Overall Coordinators, 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 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 would requires or might (1) render untrue, inaccurate, or misleading could require the making of any statement, whether of fact or opinion, contained in change to any of the CSRC Filings and 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 Offering Documents; or (2) result statements therein, in the omission of any fact which is material for disclosure or required by applicable Laws to be disclosed in any light of the CSRC Filings and the circumstances under which they were made when any such Offering DocumentsDocuments were delivered, if the same were issued immediately after the occurrence of such event or existence of such circumstance; not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; Documents or (iv) any significant new factor likely to affect the CSRC Filings and the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in paragraphs clauses (i) through (iviii) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this Agreement, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors and/or Sole Sponsor and the Overall CoordinatorsSole Global Coordinator, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors Sole Sponsor and the Overall Coordinators Sole Global Coordinator may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves Sole Sponsor and the Hong Kong Underwriters) Sole Global Coordinator or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Overall Coordinators for the Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 without the prior written consent of the Joint Sponsors Sole Sponsor and the Overall Coordinators Sole Global Coordinator (for themselves itself and on behalf of the other Hong Kong Underwriters), provided that such consent shall not be unreasonably withheld or delayed, except as required by applicable Lawslaws, in which case the Company Warrantors shall first consult the Joint Sponsors and the Overall Coordinators Sole Sponsor before such issue, publication or distribution or act or thing being done, subject to applicable Laws.
Appears in 2 contracts
Samples: Hong Kong Underwriting Agreement, Hong Kong Underwriting Agreement
Remedial action and announcements. The Warrantors Company shall notify the Joint Sponsors Sole Sponsor and the Overall Coordinators, 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 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 would requires or might (1) render untrue, inaccurate, or misleading could require the making of any statement, whether of fact or opinion, contained in change to any of the CSRC Filings and 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 Offering Documents; or (2) result statements therein, in the omission of any fact which is material for disclosure or required by applicable Laws to be disclosed in any light of the CSRC Filings and the circumstances under which they were made when any such Offering DocumentsDocuments were delivered, if the same were issued immediately after the occurrence of such event or existence of such circumstance; not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; Documents or (iv) any significant new factor likely to affect the CSRC Filings and the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in paragraphs clauses (i) through (iviii) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this Agreement, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors Sole Sponsor and/or the Overall Joint Global Coordinators, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors Global Coordinators and the Overall Coordinators Sole Sponsor may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves Sole Sponsor and the Hong Kong Underwriters) Joint Global Coordinators or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Overall Coordinators for the The Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 remedial act or thing without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters)consent, provided that such consent which shall not be unreasonably withheld or delayedwithheld, of the Sole Sponsor and the Joint Global Coordinators except as required by applicable Laws, in which case the Company shall shall, if permitted by applicable Laws first consult the Joint Sponsors Sole Sponsor and the Overall Joint Global Coordinators before such issue, publication or distribution or act or thing being done, subject to applicable Laws.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement (Yum China Holdings, Inc.)
Remedial action and announcements. The Warrantors Company shall notify the Joint Sponsors and the Overall Coordinators, 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 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 would requires or might (1) render untrue, inaccurate, or misleading could require the making of any statement, whether of fact or opinion, contained in change to any of the CSRC Filings and the Offering Documents; Documents so that any such Offering Documents would not include any untrue or (2) result in the omission inaccurate statement of a fact or omit to state any fact which is material for disclosure or required by applicable Laws necessary in order to be disclosed make the statements therein, in any light of the CSRC Filings and the circumstances under which they were made when any such Offering DocumentsDocuments were delivered, if the same were issued immediately after the occurrence of such event or existence of such circumstance; not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; Documents or (iv) any significant new factor likely to affect the CSRC Filings and the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in paragraphs clauses (i) through (iviii) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this Agreement, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors and/or the Overall Joint Global Coordinators, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors Global Coordinators and the Overall Coordinators Joint Sponsors may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves Sponsors and the Hong Kong Underwriters) Joint Global Coordinators or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Overall Coordinators for the The Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 supplement, amendment or document or do any such act or thing without the prior written consent of the Joint Sponsors and the Overall Joint Global Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent shall not be unreasonably withheld or delayed, except as required by applicable Laws, in which case the Company shall first consult the Joint Sponsors and the Overall Joint Global Coordinators before such issue, publication or distribution or act or thing being done, subject to applicable Laws.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement (MINISO Group Holding LTD)
Remedial action and announcements. The Warrantors Company shall notify the Joint Sponsors and the Overall Coordinators, 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 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 would requires or might (1) render untrue, inaccurate, or misleading could require the making of any statement, whether of fact or opinion, contained in change to any of the CSRC Filings and 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 Offering Documents; or (2) result statements therein, in the omission of any fact which is material for disclosure or required by applicable Laws to be disclosed in any light of the CSRC Filings and the circumstances under which they were made when any such Offering DocumentsDocuments were delivered, if the same were issued immediately after the occurrence of such event or existence of such circumstance; not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; Documents or (iv) any significant new factor likely to affect the CSRC Filings and the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in paragraphs clauses (i) through (iviii) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this Agreement, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors and/or the Overall Joint Global Coordinators, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors Global Coordinators and the Overall Coordinators Joint Sponsors may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves Sponsors and the Hong Kong Underwriters) Joint Global Coordinators or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Overall Coordinators for the The Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 remedial act or thing in connection with or relating to the Global Offering without the prior written consent of consultation with the Joint Sponsors and the Overall Joint Global Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent shall not be unreasonably withheld or delayed, except as required by applicable Laws, in which case the Company shall shall, if permitted by applicable Laws, first consult the Joint Sponsors and the Overall Joint Global Coordinators before such issue, publication or distribution or act or thing being done, subject to applicable Laws.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement (360 DigiTech, Inc.)
Remedial action and announcements. The Warrantors Each of the Company and the Selling Shareholder shall notify the Joint Sponsors and the Overall Coordinators, 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 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 would requires or might (1) render untrue, inaccurate, or misleading could require the making of any statement, whether of fact or opinion, contained in change to any of the CSRC Filings and 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 Offering Documents; or (2) result statements therein, in the omission of any fact which is material for disclosure or required by applicable Laws to be disclosed in any light of the CSRC Filings and the circumstances under which they were made when any such Offering DocumentsDocuments were delivered, if the same were issued immediately after the occurrence of such event or existence of such circumstance; not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; Documents or (iv) any significant new factor likely to affect the CSRC Filings and the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in paragraphs clauses (i) through (iviii) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this Agreement, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors and/or the Overall CoordinatorsJoint Representatives, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors Representatives and the Overall Coordinators Joint Sponsors may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves Sponsors and the Hong Kong Underwriters) Joint Representatives or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Overall Coordinators for the The Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 remedial act or thing in connection with or relating to the Global Offering or the Listing without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent shall not be unreasonably withheld or delayed, Joint Representatives except as required by applicable Laws, in which case the Company shall shall, if permitted by applicable Laws, first consult the Joint Sponsors and the Overall Coordinators Joint Representatives before such issue, publication or distribution or act or thing being done, subject to applicable Laws.
Appears in 1 contract
Remedial action and announcements. The Warrantors shall notify the Joint Sponsors and the Overall Coordinators, 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 Agreementrespect; or (ii) any event shall occur or any circumstance shall exist which would or might (1) render untrue, inaccurate, or misleading any statement, whether of fact or opinion, contained in any of the CSRC Filings and the Offering Documents; or (2) result in the omission Offering Documents or any of them containing an untrue or misleading statement of a material fact or opinion or omitting to state any fact which is material for disclosure or required by applicable Laws to be disclosed in the Offering Documents or any of them (assuming that the CSRC Filings and the Offering Documents, if the same relevant documents were to be issued immediately after the occurrence of such event matter or existence of such circumstanceevent); or (iii) which would make it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; or (iv) which would or might result in any significant new factor breach of the representations, warranties or undertakings given by any Warrantor or any 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 CSRC Filings 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 of the cases described in paragraphs (i) through (iv) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties Joint Global Coordinators, the Joint Bookrunners, Joint Lead Managers or any of them the Hong Kong Underwriters under this AgreementAgreement in connection 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 necessary or advisable to correct such statement or omission or effect such compliance with applicable Laws or reasonably required requested by the Joint Sponsors and/or the Overall Coordinators, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors and the Overall Coordinators may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves and the Hong Kong Underwriters) or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Overall Coordinators for the Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 without the prior written consent of the Joint Sponsors and the Overall Global Coordinators (for themselves and on behalf of the other Hong Kong Underwriters)) to remedy such matter or event or fact, provided that such consent including issuing or publishing, distributing or making publicly available, at the Company’s expense, any announcement, supplement or amendment in relation to the Offering Documents or any of them, and shall not be unreasonably withheld or delayed, except as required by applicable Laws, in which case the Company shall first consult supply the Joint Sponsors and the Overall Joint Global Coordinators before or such issuepersons as they may direct, publication with such number of copies of the aforesaid documents as they may require, provided, however, that any approval by the Joint Sponsors or distribution the Joint Global Coordinators of any amendment or act supplement to the Offering Documents, and any delivery to investors of such amendment or thing being donesupplement to the Offering Documents or any of them, subject shall not (i) constitute a waiver or modification of any conditions to applicable Laws.the obligations of the Hong Kong Underwriters under this Agreement or
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement
Remedial action and announcements. The Warrantors Company shall notify the Joint Sponsors Sole Sponsor and the Sole Overall Coordinators, 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 or breached 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 would requires or might (1) render untrue, inaccurate, or misleading could reasonably be expected to require the making of any statement, whether of fact or opinion, contained in change to any of the CSRC Filings and 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 Offering Documents; or (2) result statements therein, in the omission of any fact which is material for disclosure or required by applicable Laws to be disclosed in any light of the CSRC Filings and the circumstances under which they were made when any such Offering DocumentsDocuments were delivered, if the same were issued immediately after the occurrence of such event or existence of such circumstance; not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; or (iv) any significant new factor likely to affect the CSRC Filings and the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in paragraphs clauses (i) through (iviii) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this Agreement, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors and/or Sole Sponsor and the Sole Overall CoordinatorsCoordinator, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors Sole Sponsor and the Sole Overall Coordinators Coordinator may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves Sole Sponsor and the Hong Kong Underwriters) Sole Overall Coordinator or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may reasonably require. For the avoidance of doubt, the consent or approval of the Joint Sponsors Sole Sponsor and/or the Sole Overall Coordinators Coordinator for the Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint SponsorsSole Sponsor, the Overall Coordinators Sole Global Coordinator or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent shall not be unreasonably withheld or delayed, except as required by applicable Laws, in which case the Company shall first consult the Joint Sponsors and the Overall Coordinators before such issue, publication or distribution or act or thing being done, subject to applicable Lawsfact.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement
Remedial action and announcements. The Warrantors shall notify the Joint Sponsors Sponsors, the Joint Representatives and the Overall Coordinators, 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 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 would requires or might (1) render untrue, inaccurate, or misleading could require the making of any statement, whether of fact or opinion, contained in change to any of the CSRC Filings and 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 Offering Documents; or (2) result statements therein, in the omission of any fact which is material for disclosure or required by applicable Laws to be disclosed in any light of the CSRC Filings and the circumstances under which they were made when any such Offering DocumentsDocuments were delivered, if the same were issued immediately after the occurrence of such event or existence of such circumstance; not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; , or (iv) any significant new factor likely to affect the CSRC Filings and the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in paragraphs clauses
(i) through (iv) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties Joint Representatives, the Joint Global Coordinators, the Overall Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters, the Capital Market Intermediaries or any of them under this Agreement, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors Sponsors, the Joint Representatives and/or the Overall Coordinators, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors and Sponsors, the Joint Representatives and/or the Overall Coordinators may reasonably require and supplying the Joint Sponsors, the Joint Representatives and the Overall Coordinators (for themselves and on behalf of themselves the Joint Global Coordinators and the Hong Kong Underwriters) or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For the avoidance of doubt, the consent or approval of the Joint Sponsors Sponsors, the Joint Representatives and/or the Overall Coordinators for the Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Joint Representatives, the Overall Coordinators or any other Hong Kong Underwriters or Capital Market Intermediaries under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent shall not be unreasonably withheld or delayed, except as required by applicable Laws, in which case the Company shall first consult the Joint Sponsors and the Overall Coordinators before such issue, publication or distribution or act or thing being done, subject to applicable Lawsfact.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement
Remedial action and announcements. The Warrantors shall notify the Joint Sponsors and the Overall Coordinators, 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 Agreementrespect; or (ii) any event shall occur or any circumstance shall exist which would or might (1) render untrue, inaccurate, result in the Offering Documents or any of them containing an untrue or misleading any statement, whether statement of fact or opinion, contained in any of the CSRC Filings and the Offering Documents; opinion or (2) result in the omission of omitting to state any fact which is material for disclosure or required by applicable Laws to be disclosed in the Offering Documents or any of them (assuming that the CSRC Filings and the Offering Documents, if the same relevant documents were to be issued immediately after the occurrence of such event matter or existence of such circumstanceevent); or (iii) which would make it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; or (iv) which would or might result in any significant new factor breach of the representations, warranties or undertakings given by any Warrantor or any 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 CSRC Filings and 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 of the cases described in paragraphs (i) through (iv) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties Joint Global Coordinators, the Joint Bookrunners, Joint Lead Managers or any of them the Hong Kong Underwriters under this AgreementAgreement in connection 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 necessary or advisable to correct such statement or omission or effect such compliance with applicable Laws or reasonably required requested by the Joint Sponsors and/or Global Coordinators (for themselves and on behalf of the Overall CoordinatorsUnderwriters) 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 CSRC Filings and the Offering Documents or any of them as them, and shall supply the Joint Sponsors and the Overall Joint Global Coordinators may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves and the Hong Kong Underwriters) 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. For the avoidance of doubt, the consent or provided, however, that any approval of by the Joint Sponsors and/or or the Overall Joint Global Coordinators for of any amendment or supplement to the Company Offering Documents, and any delivery to take investors of such amendment or supplement to the Offering Documents or any such remedial action of them, shall not not
(i) constitute a waiver of, or in modification of any way affect, any right conditions to the obligations of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors Sponsors’, the Joint Global Coordinators’, the Joint Bookrunners’, the Joint Lead Managers’ or the Underwriting PartiesHong 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 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 Joint Sponsors and the Overall Joint Global Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent shall not be unreasonably withheld or delayed, ) except as required by applicable Laws, in which case the Company shall shall, to the extent legally permissible, first consult the Joint Sponsors and the Overall Joint Global Coordinators before such issue, publication or distribution or act or thing being done, subject . The foregoing restriction contained in this Clause shall continue to applicable Lawsapply after the completion of the Global Offering.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement
Remedial action and announcements. The Warrantors Company shall notify the Joint Sponsors Sole Sponsor and the Overall Coordinators, Sole 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 would requires or might (1) render untrue, inaccurate, or misleading could require the making of any statement, whether of fact or opinion, contained in change to any of the CSRC Filings and 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 Offering Documents; or (2) result statements therein, in the omission of any fact which is material for disclosure or required by applicable Laws to be disclosed in any light of the CSRC Filings and the circumstances under which they were made when any such Offering DocumentsDocuments were delivered, if the same were issued immediately after the occurrence of such event or existence of such circumstance; not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; Documents or (iv) any significant new factor likely to affect the CSRC Filings and the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in paragraphs clauses (i) through (iviii) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this Agreement, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors Sole Sponsor and/or the Overall CoordinatorsSole Representative, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors Sole Representative and the Overall Coordinators Sole Sponsor may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves Sole Sponsor and the Hong Kong Underwriters) Sole Representative or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Overall Coordinators for the The Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 remedial act or thing without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent which shall not be unreasonably withheld or delayed, withheld) of the Sole Sponsor and the Sole Representative except as required by applicable Laws, in which case the Company shall shall, if permitted by applicable Laws, first consult the Joint Sponsors Sole Sponsor and the Overall Coordinators Sole Representative before such issue, publication or distribution or act or thing being done, subject to applicable Laws.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement (Noah Holdings LTD)
Remedial action and announcements. The Warrantors Company shall notify the Joint Sponsors and the Overall 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 8.25.2, 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 or breached 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 would requires or might (1) render untrue, inaccurate, or misleading could require the making of any statement, whether of fact or opinion, contained in change to any of the CSRC Filings Listing Document, the Scheme Document and the Offering Documents; Formal Notice so that any such documents would not include any untrue statement of a material fact or (2) result omit to state any material fact necessary in order to make the statements therein, in the omission of any fact which is material for disclosure or required by applicable Laws to be disclosed in any light of the CSRC Filings and the Offering Documentscircumstances under which they were made when any such documents were delivered, if the same were issued immediately after the occurrence of such event or existence of such circumstance; not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings Listing Document, the Scheme Document and the Offering Documents; or (iv) any significant new factor likely to affect the CSRC Filings and the Hong Kong Public Offering or the Global Offering shall ariseFormal Notice, and, in each of the cases described in paragraphs clauses (i) through (iviii) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this Agreement, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors and/or the Overall CoordinatorsSponsors, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to any of the CSRC Filings Listing Document, the Scheme Document and the Offering Documents or any of them Formal Notice as the Joint Sponsors and the Overall Coordinators may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves and the Hong Kong Underwriters) or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Overall Coordinators for the Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent shall not be unreasonably withheld or delayed, except as required by applicable Laws, in which case the Company shall first consult the Joint Sponsors and the Overall Coordinators before such issue, publication or distribution or act or thing being done, subject to applicable Laws.
Appears in 1 contract
Samples: Sponsors Agreement
Remedial action and announcements. The Warrantors Company shall notify the Joint Sponsors and the Overall Coordinators, 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 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 would requires or might (1) render untrue, inaccurate, or misleading could require the making of any statement, whether of fact or opinion, contained in change to any of the CSRC Filings and the Offering Documents; Documents so that any such Offering Documents would not include any untrue statement of a material fact or (2) result in the omission of omit to state any fact which is material for disclosure or required by applicable Laws necessary in order to be disclosed make the statements therein, in any light of the CSRC Filings and the circumstances under which they were made when any such Offering DocumentsDocuments were delivered, if the same were issued immediately after the occurrence of such event or existence of such circumstance; not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; Documents or (iv) any significant new factor likely to affect the CSRC Filings and the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in paragraphs clauses (i) through (iviii) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this Agreement, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors and/or the Overall Joint Global Coordinators, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors Global Coordinators and the Overall Coordinators Joint Sponsors may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves Sponsors and the Hong Kong Underwriters) Joint Global Coordinators or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Overall Coordinators for the The Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 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 Joint Sponsors and the Overall Joint Global Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent shall not be unreasonably withheld or delayed, except as required by applicable Laws, in which case the Company shall first consult the Joint Sponsors and the Overall Joint Global Coordinators before such issue, publication or distribution or act or thing being done, subject to applicable Laws.
Appears in 1 contract
Remedial action and announcements. The Warrantors Company shall notify the Joint Sponsors Sole Sponsor and the Overall Coordinators, Sole 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 would requires or might (1) render untrue, inaccurate, or misleading could require the making of any statement, whether of fact or opinion, contained in change to any of the CSRC Filings and 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 Offering Documents; or (2) result statements therein, in the omission of any fact which is material for disclosure or required by applicable Laws to be disclosed in any light of the CSRC Filings and the circumstances under which they were made when any such Offering DocumentsDocuments were delivered, if the same were issued immediately after the occurrence of such event or existence of such circumstance; not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; Documents or (iv) any significant new factor likely to affect the CSRC Filings and the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in paragraphs clauses (i) through (iviii) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this Agreement, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors Sole Sponsor and/or the Overall CoordinatorsSole Representative, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors Sole Representative and the Overall Coordinators Sole Sponsor may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves Sole Sponsor and the Hong Kong Underwriters) Sole Representative or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Overall Coordinators for the The Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 remedial act or thing without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent which shall not be unreasonably withheld or delayed, withheld) of the Sole Sponsor and the Sole Representative except as required by applicable Laws, in which case the Company shall shall, if permitted by applicable Laws, first consult the Joint Sponsors Sole Sponsor and the Overall Coordinators Sole Representative before such issue, publication or distribution or act or thing being done, subject to applicable Laws.done.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement
Remedial action and announcements. The Warrantors shall notify the Joint Sponsors Sole Sponsor and the Overall Coordinators, Sole 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 would requires or might (1) render untrue, inaccurate, or misleading could require the making of any statement, whether of fact or opinion, contained in change to any of the CSRC Filings and 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 Offering Documents; or (2) result statements therein, in the omission of any fact which is material for disclosure or required by applicable Laws to be disclosed in any light of the CSRC Filings and the circumstances under which they were made when any such Offering DocumentsDocuments were delivered, if the same were issued immediately after the occurrence of such event or existence of such circumstance; not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; , or (iv) any significant new factor likely to materially and adversely affect the CSRC Filings and the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in paragraphs clauses (i) through (iv) above, without prejudice to any other rights of the Joint SponsorsSole Sponsor, the Underwriting Parties Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters or any of them under this Agreementagreement, the Company, at its own expense, shall promptly as soon as practicable take such remedial action as may be reasonably required by the Joint Sponsors and/or Sole Sponsor and the Overall CoordinatorsSole Representative, 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 CSRC Filings and the Offering Documents or any of them as the Joint Sponsors Sole Sponsor and the Overall Coordinators Sole 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 Joint Sponsors, the Overall Coordinators (on behalf of themselves Sole Sponsor and the Hong Kong Underwriters) Sole Representative, or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may reasonably require. For the avoidance of doubt, the consent provided, however, that any acknowledgement or approval of the Joint Sponsors Sole Sponsor and/or the Overall Coordinators Sole Representative for the Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right rights of the Joint SponsorsSole Sponsor, the Overall Coordinators Sole Representative, or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent shall not be unreasonably withheld or delayed, except as required by applicable Laws, in which case the Company shall first consult the Joint Sponsors and the Overall Coordinators before such issue, publication or distribution or act or thing being done, subject to applicable Lawsfact.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement
Remedial action and announcements. The Warrantors shall notify the Joint Sponsors and the Overall Coordinators, 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 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 would or might (1) render untrue, inaccurate, result in the Offering Documents or any of them containing an untrue or misleading any statement, whether statement of fact or opinion, contained in any of the CSRC Filings and the Offering Documents; opinion or (2) result in the omission of omitting to state any fact which is material for disclosure or required by applicable Laws to be disclosed in the Offering Documents or any of them (assuming that the CSRC Filings and the Offering Documents, if the same relevant documents were to be issued immediately after the occurrence of such event matter or existence of such circumstance; event) or (iii) it shall become necessary which would or desirable for might result in any other reason breach of the representations, warranties or undertakings given by any Warrantor or any circumstances giving rise to amend or supplement a claim under any of the CSRC Filings and the Offering Documents; indemnities contained in, or given pursuant to, this Agreement, or (iv) any significant new factor which is likely to adversely affect the CSRC Filings and 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 of the cases described in paragraphs (i) through (iv) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this AgreementSponsor-OCs, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors and/or the Overall Coordinators, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors and the Overall Coordinators may reasonably require and supplying Global Coordinators, the Joint SponsorsBookrunners, the Overall Coordinators (on behalf of themselves and Joint Lead Managers, the Hong Kong Underwriters) or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For Underwriters and the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Overall Coordinators for the Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters CMIs under this Agreement in connection with the occurrence or discovery of such matter, matter or event or fact fact, the Warrantors shall at their own expense as soon as practicable, take such remedial action as may be necessary or advisable to correct such statement or omission or effect such compliance with applicable Laws or requested by the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Underwriters) to remedy such matter or event or fact, including issuing or publishing, distributing or making publicly available any announcement, supplement or amendment in relation to the Offering Documents or any of them, and shall supply the Joint Sponsors, the Overall Coordinators or such persons as they may direct, with such number of copies of 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 Sponsors', the Sponsor-OCs', the Overall Coordinators', the Joint Global Coordinators', the Joint Bookrunners', the Joint Lead Managers' or the Underwriting Parties’ 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 Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such which consent shall not be unreasonably withheld or delayed, ) except as required by applicable Laws, in which case the Company shall first consult the Joint Sponsors and the Overall Coordinators before such issue, publication or distribution or act or thing being done, subject to applicable Laws.
Appears in 1 contract
Samples: Hong Kong Underwriting Agreement
Remedial action and announcements. The Warrantors Company shall notify the Joint Sponsors and the Overall Coordinators, 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 inaccurate, 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 would requires or might (1) render untrue, inaccurate, or misleading could require the making of any statement, whether of fact or opinion, contained in change to any of the CSRC Filings and the Offering Documents; Documents so that any such Offering Documents would not include any untrue statement of a fact or (2) result in the omission of omit to state any fact which is material for disclosure or required by the applicable Laws to be disclosed in any the Offering Documents in order to make the statements therein, in light of the CSRC Filings and the circumstances under which they were made when any such Offering DocumentsDocuments were delivered, if the same were issued immediately after the occurrence of such event or existence of such circumstance; not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; Documents or (iv) any significant new factor likely to affect the CSRC Filings and the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in paragraphs clauses (i) through (iv) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this Agreement, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors and/or the Overall CoordinatorsJoint Representatives, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors and the Overall Coordinators Joint Representatives may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves Sponsors and the Hong Kong Underwriters) Joint Representatives or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. The Company agrees not to issue, publish, distribute or make publicly available any such announcement, supplement or amendment or do any such remedial act or thing in connection with or relating to the Global Offering without prior consultation with the Joint Sponsors and the Joint Representatives to the extent practicable and except as required by applicable Laws, in which case the Company shall, if permitted by applicable Laws first consult the 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 Overall Coordinators Joint Representatives for the Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators Joint Representatives or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent shall not be unreasonably withheld or delayed, except as required by applicable Laws, in which case the Company shall first consult the Joint Sponsors and the Overall Coordinators before such issue, publication or distribution or act or thing being done, subject to applicable Lawsfact.
Appears in 1 contract
Remedial action and announcements. The Warrantors Company shall notify the Joint Sponsors and the Overall Coordinators, 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 or breached 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 would requires or might (1) render untrue, inaccurate, or misleading could require the making of any statement, whether of fact or opinion, contained in change to any of the CSRC Filings and 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 Offering Documents; or (2) result statements therein, in the omission of any fact which is material for disclosure or required by applicable Laws to be disclosed in any light of the CSRC Filings and the circumstances under which they were made when any such Offering DocumentsDocuments were delivered, if the same were issued immediately after the occurrence of such event or existence of such circumstance; not misleading, or (iii) it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; Documents or (iv) any significant new factor likely to affect the CSRC Filings and the Hong Kong Public Offering or the Global Offering shall arise, and, in each of the cases described in paragraphs clauses (i) through (iviii) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this Agreement, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors and/or the Overall Joint Global Coordinators, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors Global Coordinators and the Overall Coordinators Joint Sponsors may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves Sponsors and the Hong Kong Underwriters) Joint Global Coordinators or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Overall Coordinators for the Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, event or fact or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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 without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent shall not be unreasonably withheld or delayed, except as required by applicable Laws, in which case the Company shall first consult the Joint Sponsors and the Overall Coordinators before such issue, publication or distribution or act or thing being done, subject to applicable Laws.
Appears in 1 contract
Remedial action and announcements. The Warrantors shall notify the Joint Sponsors and the Overall Coordinators, 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 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 would or might (1) render untrue, inaccurate, result in the Listing Documentation containing an untrue or misleading any statement, whether statement of fact or opinion, contained in any of the CSRC Filings and the Offering Documents; opinion or (2) result in the omission of omitting to state any fact which is material for disclosure or required by applicable Laws to be disclosed in any of the CSRC Filings and the Offering Documents, if the same were issued immediately after the occurrence of such event or existence of such circumstance; Listing Documentation or (iii) it shall become necessary which would or desirable for might result in any other reason breach of the representations, warranties or undertakings given by the Company or any circumstances giving rise to amend or supplement a claim under any of the CSRC Filings and the Offering Documents; indemnities contained in, or given pursuant to, this Agreement, or (iv) any significant new factor which is likely to adversely affect the CSRC Filings and Introduction, the Hong Kong Public Offering Company or the Global Offering Joint Sponsors or the Dealers, the Company shall ariseforthwith notify the Joint Sponsors, and, in each of the cases described in paragraphs (i) through (iv) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this Agreement, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by the Joint Sponsors and/or the Overall Coordinators, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors and the Overall Coordinators may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves and the Hong Kong Underwriters) or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Overall Coordinators for the Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, matter or event or fact fact, the Company shall at its own expense as soon as practicable, take such remedial action as may be necessary or advisable to correct such statement or omission or effect such compliance with applicable Laws or requested by the Joint Sponsors to remedy such matter or event or fact, including issuing or publishing, distributing or making publicly available any announcement, supplement or amendment in relation to the Listing Documentation, and shall supply the Joint Sponsors or such persons as they may direct, with such number of copies of the aforesaid documents as they may require, 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 Joint Sponsors under this Agreement or (ii) result in the loss of the Joint Sponsors or the Underwriting Parties’ 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). 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 act or thing without the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent which shall not be unreasonably withheld or delayed, withheld) except as required by applicable Laws, in which case the Company shall first consult the Joint Sponsors and the Overall Coordinators before such issue, publication or distribution or act or thing being done, subject to applicable Laws.
Appears in 1 contract
Samples: Sponsors Agreement
Remedial action and announcements. The Warrantors shall notify the Joint Sponsors and the Overall Coordinators, 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 or any circumstance shall exist which would or might (1) render untrue, inaccurate, result in the Offering Documents or any of them containing an untrue or misleading any statement, whether statement of fact or opinion, contained in any of the CSRC Filings and the Offering Documents; opinion or (2) result in the omission of omitting to state any fact which is material for disclosure or required by applicable Laws to be disclosed in the Offering Documents or any of them (assuming that the CSRC Filings and the Offering Documents, if the same relevant documents were to be issued immediately after the occurrence of such event matter or existence of such circumstance; event) or (iii) which would make it shall become necessary or desirable for any other reason to amend or supplement any of the CSRC Filings and the Offering Documents; or (iv) which would or might result in any significant new factor breach of the representations, warranties or undertakings given by the Company or the Selling Shareholders or any 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 CSRC Filings Global Offering, the Company or the Selling Shareholders or the Hong Kong Underwriters, the Company shall forthwith notify the Joint Sponsors and the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Public Offering or the Global Offering shall ariseUnderwriters), and, in each of the cases described in paragraphs (i) through (iv) above, without prejudice to any other rights of the Joint Sponsors, the Underwriting Parties or any of them under this AgreementJoint Global Coordinators, the Company, at its own expense, shall promptly take such remedial action as may be reasonably required by Joint Bookrunners or the Joint Sponsors and/or the Overall Coordinators, including promptly preparing, announcing, issuing, publishing, distributing or otherwise making available, at the Company’s expense, such amendments or supplements to the CSRC Filings and the Offering Documents or any of them as the Joint Sponsors and the Overall Coordinators may reasonably require and supplying the Joint Sponsors, the Overall Coordinators (on behalf of themselves and the Hong Kong Underwriters) or such persons as they may reasonably direct, with such number of copies of such amendments or supplements as they may require. For the avoidance of doubt, the consent or approval of the Joint Sponsors and/or the Overall Coordinators for the Company to take any such remedial action shall not (i) constitute a waiver of, or in any way affect, any right of the Joint Sponsors, the Overall Coordinators or any other Hong Kong Underwriters under this Agreement in connection with the occurrence or discovery of such matter, matter or event or fact fact, the Company or the Selling Shareholders shall at their own expense as soon as practicable, take such remedial action as may be necessary or advisable to correct such statement or omission or effect such compliance with applicable Laws or requested by the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners, the Joint Lead Managers and the Underwriters) to remedy such matter or event or fact, including issuing or publishing, distributing or making publicly available any announcement, supplement or amendment in relation to the Offering Documents or any of them, and shall supply the Joint Sponsors and the Joint Global Coordinators or such persons as they may direct, with such number of copies of 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 Sponsors Global Coordinators', the Joint Sponsors', the Joint Bookrunners' or the Underwriting Parties’ 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 Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the other Hong Kong Underwriters), provided that such consent shall not be unreasonably withheld or delayed, except as required by applicable Laws, in which case the Company and the Selling Shareholders shall first consult the and Joint Sponsors and the Overall Global Coordinators before such issue, publication or distribution or act or thing being done, subject to applicable Laws.
Appears in 1 contract