Placing Sample Clauses
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Placing. 4.1 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees with the Company that it shall use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price on the terms of the Placing Documents. To the extent that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ fails to procure subscribers for the Placing Shares at the Placing price under the Placing, it shall itself subscribe as principal at the Placing Price for such Placing Shares as are not subscribed at the Placing Price by Placees under the Placing.
4.2 In full discharge of its obligations under this clause 4, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not later than 3 pm on 25 February 1999 pay to the bank account previously notified in writing by the Company to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in immediately available funds the aggregate Placing Price of those Placing Shares, in respect of which either the Placing Price has been received by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ from Placees (together with any interest received thereon), or which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has agreed pursuant to this clause 5 to subscribe as principal, after deducting the commission of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ referred to in clause 7.1, such of the amounts as are referred to in clause 7.2 as have been or which it has been agreed are to be incurred by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in each case together with any VAT thereon.
4.3 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees with the Company that it will not offer, sell or deliver any Placing Shares as part of its distribution under the Placing or otherwise, until one year after the later of (i) the time when the Placing Shares are first offered to persons other than distributors in reliance upon Regulation S or (ii) the date of closing of the Placing, within the United States or to, or for the account or benefit of, a US Person (as defined in the Securities Act) and that it will not engage in hedging transactions in the Shares, in each case except in compliance with the Securities Act. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ also agrees that it will send to each distributor, dealer or other person receiving a selling commission, fee or other remuneration from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in connection with the Placing to which it sells Placing Shares a confirmation to the following effect: "Prior to investing in the Placing Shares or conducting any transactions in the Placing Shares, investors are advised to consult professional advisers regarding the above restrictions on transfer."
4.4 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees that it will only place Placing Shares in the Listed Countries and will use all reasonable endeavours to ensure that such placing will be in accordance with...
Placing. The concrete shall be deposited as nearly as practicable in its final position to avoid re handling. The concrete shall be placed and compacted before initial setting of concrete commences and should not be subsequently disturbed. Methods of placing shall be such as to preclude segregation. Care shall be taken to avoid displacement of reinforcement or movement of formwork. The maximum permissible free fall of concrete shall not be more than 1.5m.
Placing. (A) The Company hereby appoints the Placing Agent and the Placing Agent, relying on the representations, warranties and undertakings herein contained and on the terms and subject to the conditions set out in this Agreement, agrees as agent of the Company, to procure, on best effort basis, not less than six Placees to subscribe for the Placing Shares at the Placing Price (together with 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) on the terms and subject to the conditions set out in this Agreement. For the avoidance of doubt, the Placing Agent is under no obligation to underwrite or otherwise subscribe for any of the Placing Shares.
(B) The Company hereby acknowledges and agrees that the Placing Agent, in performing its duties under this Agreement, is authorised to the Placing Agent’s sole costs and expenses to appoint one or more sub-placing agents and the Company hereby authorises, confirms and undertakes that it will forthwith upon request(s) by the Placing Agent ratify and approve all action legally and properly taken or to be taken by such agent(s) and/or the Placing Agent and its delegates in connection with the Placing. Subject to the terms of this Agreement, the Placing Agent may enter into any agreements with any of such agents and its affiliates for such purpose. The Company further acknowledges and agrees that such agents and its affiliates shall be entitled to rely on the representations, warranties and undertakings contained in Clause 4(A).
(C) Any transaction legally, properly and reasonably carried out by the Placing Agent pursuant to this Agreement shall constitute a transaction carried out by the Placing Agent at the request of the Company and as its agent and not on account of or for the Placing Agent. The Placing Agent shall not be responsible for any loss or damage (except for any loss or damage arising out of any fraud, wilful default or gross negligence as finally and judicially determined by a competent court in Hong Kong on the part of the Placing Agent or any sub-agents appointed by the Placing Agent pursuant to Clause 3(B)) to the Company arising from any such transaction or for any alleged insufficiency of the price (other than as a result of non-compliance by the Placing Agent with its obligations under this Agreement) at which the Placing Shares are issued hereund...
Placing. The Placing Agent shall be entitled to conduct and undertake the Placing in such manner as it thinks fit including, without prejudice to the generality of the foregoing, the manner of reporting the transaction to the Stock Exchange and the SFC and the choice of Placees, subject to the requirements of the Listing Rules and other applicable laws and regulations. In particular, the Placing Agent will use its reasonable endeavours to ensure that (i) each Placee is a third party that is independent of and not connected with the Company, any promoter, director, supervisor, chief executive or substantial shareholder of the Company or any of its Subsidiaries, or any of their respective associates (as defined in the Listing Rules) and (ii) the Placing Shares will not be offered or sold in the United States or to U.S. Persons unless the Placing Shares are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Placees purchasing Placing Shares pursuant to the private placement exemptions from registration under the Securities Act shall complete a purchaser’s letter substantially in the form set forth in Schedule 3. The Placing Agent shall promptly provide to the Stock Exchange all information concerning itself and the Placees in accordance with the relevant provisions of the Listing Rules and as the Stock Exchange may reasonably require.
Placing. 9-1-1 calls: When you make a 9-1-1 emergency call, the VoIP service will attempt to automatically route your 9-1-1 call through a third-party service provider to the Public Safety Answering Point (“PSAP”) corresponding to your address of record on your account. However, due to the limitations of the VoIP telephone services, your 9-1-1 call may be routed to a different location than that which would be used for traditional 9-1-1 dialing. For example, your call may be forwarded to a third-party specialized call centre that handles emergency calls. This call centre is different from the PSAP that would answer a traditional 9-1-1 call which has automatically generated your address information, and consequently, you may be required to provide your name, address, and telephone number to the call centre.
Placing. Schroders hereby undertakes, subject to the Conditions and in reliance upon the representations, undertakings, covenants and warranties of the Company set out in this Agreement (including the Warranties):
Placing. 8.1 The Company authorises and directs Peel ▇▇▇▇, and Peel ▇▇▇▇ agrees, to arrange for the release of the Press Release to the press as soon as practicable following 8.00 a.m. on the date of Admission.
8.2 Within one day of the date of this Agreement, CRT and Peel ▇▇▇▇ shall, to the extent that they have not already done so, dispatch the Placing Letters and the draft Admission Document to such persons as they determine in their absolute discretion and use their reasonable endeavours to place the Subscription Units at the Placing Price with Placees selected by them (which may include CRT and Peel ▇▇▇▇ and/or members of the respective groups of companies of which they are a member) on and subject to the terms set out in the Placing Letters.
8.3 CRT and Peel ▇▇▇▇ shall by no later than noon (US Eastern Standard Time) on the Dealing Day after the date of the Agreement notify the Company and/or the Registrar (as appropriate) of the names, addresses and entitlements to Subscription Units of the Placees procured by CRT and Peel ▇▇▇▇ respectively to subscribe for the Subscription Units.
8.4 Peel ▇▇▇▇ shall be entitled to make for itself or on behalf of any Indemnified Person any announcement concerning the Placing as may in its reasonable and sole opinion be necessary in order to comply with its obligations and duties as a Nominated Adviser if, in Peel ▇▇▇▇'▇ sole opinion (acting reasonably), the Placing Documents contain a misleading statement for the purposes of section 397 of the FSMA.
8.5 CRT and Peel ▇▇▇▇ shall receive all payments on behalf of the Company from US Placees and UK Placees respectively, and hold and apply such amounts in accordance with clause 9.
Placing. 6.1 Pursuant to but without limiting the authority in clause 5.1, TPI as agent of the Company and in reliance on the Warranties, will use its reasonable endeavours to procure persons to subscribe for the Placing Shares at the Placing Price.
6.2 For the avoidance of doubt, TPI shall not be obliged to subscribe itself for any Placing Shares that are not subscribed for by the Placees.
6.3 TPI shall at its discretion determine the basis of allocation of the Placing Shares and the identity of the Placees procured by them.
Placing. With regard to the Financial Instruments referred to in Schedule 1, in relation to which the Bank provides the Client with Placing on a firm commitment basis or Placing without a firm commitment basis, the Bank shall provide such services in accordance with applicable law, and its remuneration shall be determined by mutual agreement between the Parties prior to the provision of t he relevant service for a particular Financial Instrument.
Placing. Concrete shall be conveyed from the mixer to its final position in any suitable manner, provided there is no segregation, loss of ingredients or contamination. It shall be placed in its final position before initial setting takes place and within 20 minutes of the addition of the water to the mixer without using any additives. In case additives will be used, the manufacturer specifications of such additives must be handed over to the Engineer or his Representative to be approved before using it. The order of placing concrete shall be such as to prevent water from collecting at the ends, corners and along the faces of forms. It shall not be placed in large quantities at a given point and allowed to run or be worked over a long distance in the form. Whenever possible concrete shall be placed and compacted in even layers with each batch adjoining the previous one. The thickness of the layers shall be between 150 and 300 mm for reinforced concrete and up to 450 mm for plain (non-reinforced) concrete, the thickness depending on the width of forms, the amount of reinforcement and the need to place each layer before the previous one stiffens. Concrete shall be carefully compacted when placed to ensure a dense and uniform mass free from air holes and cavities. All concrete types shall be compacted by vibration. Vibration shall be performed by mechanical or electro - mechanical vibrators. The vibrators shall be of the plunger (poker) type for insertion in the concrete except that plate type vibrators (external) shall be used if requested by the Engineer or his Representative. The plunger (poker) type vibratos shall have a diameter compatible with the lowest spacing of reinforcement, a sufficiently high frequency and be properly handled by experienced personnel. They hall be immersed at regular intervals close enough to vibrate all of the concrete, but not too close to affect previously vibrated and partially set concrete. Each immersion shall continue until shortly after air bubbles cease to appear on the surface of the concrete, but shall not last more than 30 seconds. The vibrators shall be withdrawn gradually and vertically to ensure that no air pockets are formed. When external vibrators are used as directed by the Engineer or his Representative, they shall be clamped to the forms whenever possible to avoid large impact during handling, and the forms shall be so constructed as to withstand the additional vibrations. All vibrations, compaction and finishing oper...