Sole Representative definition
Examples of Sole Representative in a sentence
Each of the Sole Sponsor, the Sole Representative, the Joint Global Coordinators and the Hong Kong Underwriters may assign, in whole or in part, the benefits of this Agreement, including, without limitation, the Warranties and the indemnities in Clauses 8 and 12, respectively, to any of the persons who have the benefit of the indemnities in Clause 12 and any successor entity to such Sole Sponsor, Joint Global Coordinator or Hong Kong Underwriter or any of such persons, as applicable.
The Company agrees that all duly completed and submitted applications received prior to the closing of the Application Lists and accepted by the Sole Sponsor (together with the Sole Representative) pursuant to Clause 4.5, either in whole or in part, will be accepted by the Company before calling upon the Hong Kong Underwriters or any of them to perform their obligations under Clause 4.6.
Each of the Hong Kong Underwriters (other than the Sole Representative) hereby authorises the Sole Representative to negotiate and agree on its behalf the Offer Price and to execute and deliver the Price Determination Agreement on its behalf with such variations, if any, as in the sole and absolute judgement of the Sole Representative may be necessary or desirable and further agree that it will be bound by all the terms of the Price Determination Agreement as executed.
Notwithstanding anything contrary in this Agreement, the Company shall not be responsible for any out-of-pocket expenses incurred by the Sole Representative (for itself and on behalf of the Hong Kong Underwriters).
In the event of such reallocation, the number of Unsold Hong Kong Offer Shares and the respective Hong Kong Public Offering Underwriting Commitments of the Hong Kong Underwriters shall be reduced in such manner and proportions as the Sole Representative may in their sole and absolute discretion determine.
The Company acknowledges and agrees that none of the Sole Representative, the Joint Global Coordinators, the Sole Sponsor, the Joint Bookrunners and the Hong Kong Underwriters has any liability whatsoever under Clause 5, Clause 6 or otherwise for any default by the Nominee, the Hong Kong Share Registrar or any other application of funds.
Notwithstanding that any of the Sole Sponsor, the Sole Representative, the Joint Global Coordinators and the Hong Kong Underwriters has knowledge or has conducted investigation or enquiry with respect to the information given under the relevant Warranty, the rights of the Sole Sponsor, the Sole Representative, the Joint Global Coordinators and the Hong Kong Underwriters under this Clause 8 shall not be prejudiced by such knowledge, investigation and/or enquiry.
If a Hong Kong Public Offering Under-Subscription shall occur, the Sole Representative, in its sole and absolute discretion and in prior consultation with the Company, may (but shall have no obligation to) reallocate all or any of the Unsold Hong Kong Offer Shares from the Hong Kong Public Offering to the International Offering and make available such reallocated Offer Shares as additional International Offer Shares to satisfy demand under the International Offering.
Any certificate signed by any officer of the Company or of any of the other members of the Group and delivered to the Sole Representative or the Sole Sponsor or any Underwriter or any counsel for the Underwriters pursuant to this Agreement shall be deemed to be a representation and warranty by the Company, as to matters covered thereby, to each Joint Global Coordinator, Sole Sponsor or Underwriter.
Unless the Sole Representative (for itself and on behalf of any Indemnified Parties) consent to counsel to the Indemnifying Party acting as counsel to such Indemnified Parties in such Proceeding, the Sole Representative (for ifself and on behalf of such Indemnified Parties) shall have the right to appoint their own separate counsel (in addition to local counsel) in such Proceeding.