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 Marconi:
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:
THE PLACING. 4.1 The Company hereby irrevocably appoints the Placing Agent as its agent to effect the Placing on the terms and subject to the conditions of this Agreement and the Placing Documents.
THE PLACING. 7.1 Subject to the following occurring on the date of this Agreement or such later time and date as BLB may agree:
THE PLACING. 6.1 Investec 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 and in the Placing Letters to use reasonable endeavours to procure subscribers for all the Placing Shares at the Placing Price.
THE PLACING. 5.1 Subject to the Conditions and otherwise on the terms set out in this Agreement, the Bookrunner 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 Bookrunner to subscribe for such unplaced Placing Shares.
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.
THE PLACING. Topco agrees invest the sum of £2,000,000 in Newco Shares at the Placing Price in the Newco IPO.
