THE PLACING Sample Clauses

THE PLACING. 5.1 Subject to the Conditions and otherwise on the terms set out in this Agreement, the Broker will, as agent for the Company, use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price on the basis of the information contained in the Placing Documents. In the event that subscribers are not obtained for all or any of the Placing Shares, there shall be no obligation on the Broker to subscribe for such unplaced Placing Shares. 5.2 The Company irrevocably appoints and instructs the Broker to act as its agent for the purposes of the Placing. The appointment confers on the Broker, on behalf of the Company, all powers, authorities and discretions which the Broker consider are necessary for or incidental to the carrying out of the Bookbuild and the Placing and the Company agrees to ratify and confirm everything which the Broker shall lawfully do or have done in the exercise of such powers, authorities and discretions. The Broker accepts such appointment on those terms. 5.3 Notwithstanding that the Broker is acting as agent of the Company in connection with the Placing: (a) the Broker may receive and retain for its own benefit any commissions or brokerage or other benefit paid to or lawfully and properly received by them or their agents in connection with the Placing and shall not be liable to account to the Company for any such commissions, brokerage or other benefit; and (b) any Placing Shares for which the Broker (or any persons nominated by the Broker) subscribe may be retained or dealt with by them (or such person) for its (or such person’s) own use and benefit. 5.4 Following completion of the Bookbuild, and by no later than 12 noon (GMT) on the first Business Day after the date of this Agreement, the Broker shall, following consultation with the Company, notify the Company of the number of Placing Shares resulting from the Bookbuild and details of the Placees procured for the Placing Shares (a “Notification”). Following such Notification, the Company will confirm to the Broker whether it wishes to proceed with the Placing. If the Company confirms that it wishes to proceed with the Placing, the Broker and the Company shall as soon as practicable thereafter enter into the Placing Term Sheet. 5.5 Following the execution by the Broker and the Company of the Placing Term Sheet, each party confirms that the Placing Term Sheet shall form part of and shall be read in conjunction with this Agreement and the parties shall be bound...

THE PLACING. 6.1 In reliance on the covenants, undertakings, indemnities, representations and warranties contained in this Agreement, and subject to the Conditions being satisfied (or, where applicable, waived), and otherwise on the terms set out in this Agreement and the Terms & Conditions, the Joint Bookrunners will each severally and not jointly or jointly and severally use its respective reasonable endeavours to procure subscribers for all the relevant Placing Shares at the Placing Price on the terms and subject to the conditions set out in the Agreement and the Terms & Conditions. 6.2 The Company agrees that, subject to the release of the Opening Announcement, the Joint Bookrunners will conduct an Accelerated Bookbuild process in relation to the Placing which will establish the the demand for the Placing Shares and the number of Placing Shares to be issued at the Placing Price pursuant to the Placing to be recorded in the Placing Results Agreement. The Accelerated Bookbuild will commence on the release of the Opening Announcement and will end as soon thereafter as the Joint Bookrunners shall determine. The allocation of Placing Shares amongst the Placees will be determined by agreement between the Company and the Joint Bookrunners having regard to the Joint Bookrunners' allocation policies. Promptly following the determination of the number of Placing Shares to be issued at the Placing Price and the allocation as between Placees, subject to determining to do so, the parties shall as soon as practicable thereafter enter into the Placing Results Agreement, provided that the parties shall not be obliged to enter into the Placing Results Agreement. When the Company and the Joint Bookrunners have executed (in its or their absolute discretion) the Placing Results Agreement, it will take effect as part of this Agreement. 6.3 Subject to compliance by the Joint Bookrunners and the Company with their respective obligations under Clause 6.2, the Company and the Joint Bookrunners shall agree the form of the Placing Results Announcement and the Company will release the same as soon as reasonably practicable following completion of the- Accelerated Bookbuild and in any event by midday on the date of this Agreement (or such later time and/or date as may be agreed by the Company and the Joint Bookrunners). 6.4 For the avoidance of doubt the Placing is not being underwritten by the Joint Bookrunners and nothing in this Agreement shall impose on the Joint Bookrunners any obligation...

THE PLACING. The Investor acknowledges (i) that the Company intends to pursue the sale of securities of the Company in the Placing concurrently with the sale of the Purchased Shares to the Investor in accordance with this Agreement and (ii) that pursuant to the Executed SPA the Company may issue up to 14,970,060 shares of Common Stock (and is obligated to issue at least 9,730,539 shares of Common Stock) to Xx. Xxxxxx.

THE PLACING. The Investor acknowledges that the Company intends to pursue the sale of securities of the Company in the Placing concurrently with the sale of the Purchased Shares to the Investor in accordance with this Agreement. The Investor acknowledges and agrees that the Special Committee of the Board may in the exercise of its independent judgment direct that the Company issue and sell fewer Purchased Shares to Investor as a result of the Placing or any similar such transaction; provided that the Company must comply with the terms of Section 2.1 of this Agreement, including by issuing and selling to the Investor at least the applicable minimum number of Purchased Shares as set forth therein, subject to the Investor’s compliance with the terms and conditions of this Agreement.

THE PLACING. 4.1 The Company and each of the Selling Shareholders authorises and instructs each of Xxxxxxx Xxxxxx and RBC to procure subscribers at the Placing Price for the Placing Shares and purchasers at the Placing Price for the Sale Shares on the terms of this agreement, the Admission Document and the Placing Letters and for such purpose: (a) irrevocably appoints each of Xxxxxxx Xxxxxx and RBC as its agents for the purposes of the Placing and confirms its authority to each of Xxxxxxx Xxxxxx and RBC or their agents to seek commitments to subscribe for the Placing Shares and to purchase the Sale Shares at the Placing Price from Placees by the distribution of Placing Letters and copies or proofs (including the Placing Proof) of the Admission Document; (b) confirms that the above appointment confers on each of Xxxxxxx Xxxxxx and RBC and their agents all powers, authorities and discretions (including, without limitation, the power to appoint sub-agents or to delegate the exercise of any of its powers, authorities or discretions to such person or persons as Xxxxxxx Xxxxxx and/or RBC may think fit) which are within their powers and are necessary for, or incidental to (in Xxxxxxx Xxxxxx’x and/or RBC’s reasonable opinion), the implementation of the Placing and Admission; and (c) agrees to ratify, confirm and approve all documents, acts and things which Xxxxxxx Xxxxxx, RBC and their agents shall lawfully do or have done in the exercise of or in contemplation of such appointment, powers, authorities and discretions, 4.2 The Company and each of the Directors shall give all such assistance and provide all such information as Xxxxxxx Xxxxxx and/or RBC may reasonably require for the making and implementation of the Placing and will do (or procure to be done insofar as it or he is able) all such acts and things and execute (or procure to be executed insofar as it or he is able) all such documents as may be necessary or desirable to be done or executed by it or on its behalf by its officers or employees or by him in connection with the Placing including, in particular, fully complying with all the relevant provisions of the AIM Rules, the Prospectus Rules and FSMA. 4.3 Pursuant to but without limiting the authority in clause 4.1, subject to fulfilment of the conditions in clause 2.1 and the Company, the Selling Shareholders and the Directors performing their respective obligations under clause 4.1, Xxxxxxx Xxxxxx and RBC agree as agents of the Company and the Selling Shareholders ...

THE PLACING. 6.1 The Broker relying on the covenants, undertakings, indemnities and warranties contained in this Agreement, hereby undertakes, subject to the Conditions being satisfied, as agent for the Company on the terms set out in this Agreement to use its reasonable endeavours to procure subscribers for all the Placing Shares at the Placing Price. For the avoidance of doubt, nothing in this Agreement obliges the Broker to itself subscribe for Placing Shares. 6.2 Upon satisfaction of all the Conditions other than that set out in Clause 2.1(f), the Company will allot pursuant to a resolution of the Board of Directors of the Company or a duly authorised committee thereof and in a form reasonably acceptable to the Broker, conditionally on Admission, the Placing Shares in such numbers and to such Placees (including, where applicable, procuring the crediting of relevant CREST stock accounts of such Placees with Placing Shares) as the Broker shall direct. The allotment of such new Placing Shares shall become wholly unconditional immediately upon Admission. 6.3 Provided satisfaction of the Conditions occurs, the Company will before 10.00 a.m. on the date of Admission in accordance with this Agreement duly register (or procure that its registrar shall duly register) the Placees as holders of the Placing Shares and, in the case of Placing Shares to be held in uncertificated form, the Company will procure that the Placing Shares are credited to the CREST stock accounts of the relevant persons. 6.4 Subject to the allotment referred to in Clause 6.2 having taken place, the Broker shall, in full discharge of its obligations under this Agreement, within three Business Days following Admission procure the transfer to the Company’s bank account (details of which are set out below) the aggregate proceeds of the Placing Shares received by it (less the sums specified in Clause 7.2). Any monies subsequently received by the Broker in respect of the Placing Shares will be paid over the Company as soon as practicable following receipt. Bank Name: Bank Address: [Redacted: Bank Name] [Redacted: Bank Address] Swift Code: [Redacted: Swift Code] Bank Name: Bank Address: [Redacted: Bank Name] [Redacted: Bank Address] Transit Number: [Redacted: Transit Number] Institution Number: [Redacted: Institution Number] Swift Code: Beneficiary [Redacted: Swift Code] [Redacted: Beneficiary Name] Address: [Redacted: Address] 6.5 The Company shall use its reasonable endeavours to use the proceeds of the Pla...

THE PLACING. 2.1 The Company hereby appoints the Sole Placing Agent, upon and subject to the terms and conditions of this Agreement, as its sole placing agent to procure on a best endeavor basis not less than six (6) Placee(s) to subscribe for the Placing Shares at the Placing Price (exclusive of brokerage (if any), such transaction levy as may be payable by the Placee(s) to the SFC for the Placing Shares and such trading fee as may be payable by the Placee(s) to the Stock Exchange for the Placing Shares) . The Placing Shares shall be offered by way of Placing Letter by the Sole Placing Agent to the Placee(s) (other than as agreed between the Sole Placing Agent and the Company). The Company acknowledges that the Sole Placing Agent may carry out the Placing itself and/or at its own expenses, appoint its sub-placing agent(s) to procure the purchasers to subscribe for the Placing Shares. All fees, commissions, costs, charges and expenses of such sub-placing agent(s) shall be paid and borne by the Sole Placing Agent out of the commissions, costs, charges and expenses payable by the Company under Clause

THE PLACING. 6.1 Subject to the fulfilment (or waiver) of the Conditions and the Company having performed its obligations under this Agreement and in reliance upon the Warranties, Allenby shall, as agent for the Company, use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price on the basis only of the information contained in the Placing Documents. 6.2 The Placing Shares shall be issued free of all Encumbrances and otherwise on the terms and subject to the conditions set out in the Placing Documents and this Agreement.

THE PLACING. Subject to the following occurring on the date of this Agreement or such later time and date as BLB may agree:

THE PLACING. Topco agrees invest the sum of £2,000,000 in Newco Shares at the Placing Price in the Newco IPO.