Sale and Delivery of ADSs Sample Clauses

Sale and Delivery of ADSs. The Company proposes to sell through or to the Manager, as sales agent and/or principal, up to $25,000,000 of ADSs from time to time during the term of this Agreement and on the terms set forth herein, provided, however in no event shall the Company issue or sell through the Manager such number of ADSs that exceeds the lesser of (a) the number or dollar amount of Ordinary Shares represented by ADSs registered on the Registration Statement pursuant to which the offering is being made, (b) the maximum number of Ordinary Shares represented by ADSs authorized for issuance representing the maximum number of authorized but unissued Ordinary Shares (less the number of Ordinary Shares or ADSs issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized share capital), and (c) the maximum number of Ordinary Shares represented by ADSs that may be offered and sold in accordance with the eligibility and transaction requirements for use of Form F-3, including, if applicable, General Instruction I.B.5 of Registration Statement on Form F-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of ADSs sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance.
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Sale and Delivery of ADSs. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to the lesser of such number of ADSs of the Company, that does not exceed (a) the number or dollar amount of the ADSs or the Ordinary Shares represented by the ADSs registered on the Registration Statement, pursuant to which the offering is being made, (b) the number of authorized but unissued Ordinary Shares (less the number of Ordinary Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized share capital), or (c) the number or dollar amount of the ADSs or the Ordinary Shares represented by the ADSs that would cause the Company or the offering of the ADSs to not satisfy the eligibility and transaction requirements for use of Form F-3, including, if applicable, General Instruction I.B.5 of Registration Statement on Form F-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of ADSs issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance.
Sample 1Sample 2See All (4)
Sale and Delivery of ADSs. The Company proposes to sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to the lesser of (a) the number or dollar amount of ADSs representing the amount of Ordinary Shares registered on the Registration Statement, pursuant to which the offering is being made, (c) the maximum number of ADSs authorized for issuance hereunder and representing the maximum number of authorized but unissued Ordinary Shares (less the number of Ordinary Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized shares), or (d) the number of ADSs representing the maximum number of Ordinary Shares that satisfy the eligibility and transaction requirements for use of Form F-3, including, if applicable, General Instruction I.B.6 of Registration Statement on Form F-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of ADSs issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance.
Sample 1

Related to Sale and Delivery of ADSs

  • Sale and Delivery of Shares (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell Shares from time to time through the Manager, acting as sales agent, and the Manager agrees to use its reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms.

  • Purchase, Sale and Delivery of Shares On the basis of the representations, warranties, and agreements contained herein, but subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, that number of Firm Shares set forth opposite the name of such Underwriter in Schedule A at the purchase price of $_____ per Share. At 9:00 a.m., eastern time, on the third full business day following the commencement of the initial public offering contemplated by this Agreement, or at such other time not later than five (5) full business days following the date of this Agreement, as the Representatives and the Company may agree, the Company will deliver to the Representatives through the facilities of The Depository Trust Company ("DTC"), or at the offices of Advest, Inc., One World Financial Center, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as specified by the Representatives, for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, against payment in New York, New York, or such other location agreed upon by the parties, of the purchase price therefor in next day funds payable to the order of the Company for Firm Shares. Such time of delivery and payment is referred to in this Agreement as the "First Closing Date." The certificates for Firm Shares to be so delivered shall be in definitive form and shall be registered in such names and in such denominations as the Representatives shall request by written notice to the Company at least two business days prior to the First Closing Date. The Company agrees to make such certificates available for inspection at least twenty-four (24) hours prior to the First Closing Date at the offices of the DTC, or its designated custodian, or at any other location designated by the Representatives. In addition, on the basis of the representations, warranties, and agreements contained herein, but subject to the terms and conditions set forth herein, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, from the Company up to 300,000 Optional Shares in the same proportion as the number of shares set forth opposite their names on Schedule A bears to the total number of Firm Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Representatives to the Company which sets forth the aggregate number of Optional Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered, and the time and place at which such certificates will be delivered. Such time of delivery may not be earlier than the First Closing Date and herein is called the "Second Closing Date." The Second Closing Date shall be determined by the Representatives, but if at any time other than the First Closing Date, shall not be earlier than three nor later than five full business days after delivery of such notice to exercise. Certificates for the Optional Shares will be made available for inspection at least 24 hours prior to the Second Closing Date at the offices of the DTC, or its designated custodian, or at such other location as specified by the Representatives. The manner of payment for and delivery of (including the denominations of and the names in which certificates are to be registered) the Optional Shares shall be the same as for the Firm Shares as specified in this Section 5. The Representatives have advised the Company that each Underwriter has authorized the Representatives to accept delivery of its Shares and to make payment therefor. It is understood that either of the Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation under this Agreement.

  • Purchase, Sale and Delivery of Securities (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.

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