PLACING Sample Clauses

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. Labels shall be secured to an engine part necessary for normal engine operation and not normally requiring replacement during engine life. Additionally, these labels shall be located so as to be readily visible to the average person after the engine has been completed with all the auxiliaries necessary for engine operation.
PLACING. 4.1 Beeson Gregory 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 Beeson Gregory 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.
PLACING. 2.1 Subject to Clauses 2.6, 2.7 and 5, the Company appoints each of the Placing Agents, and each of the Placing Agents accepts the appointment, on a several basis, and on the terms and subject to the conditions set out in this Agreement, as exclusive placing agents of the Company, to procure (whether by the Placing Agent or through any sub-placing agent(s)) on a best efforts basis for the Respective Allocated Portion of Placing Shares at the Placing Price (together with such Brokerage and the Stock Exchange trading fee and the SFC transaction levy as may be payable) on the terms and subject to the conditions set out in this Agreement. For the avoidance of doubt, the parties hereto acknowledge that the Placing Agents are only obliged to use their best efforts to procure placees for their Respective Allocated Portion of Placing Shares and if they are not successful in so using their respective best efforts in procuring subscriptions for their Respective Allocated Portion of Placing Shares or any of them, the Placing Agents are not obliged to subscribe for all or any of the Placing Shares for which no placees are procured, and the Company agrees that it shall not have any recourse whatsoever against the Placing Agents or their officers, directors, employees or agents in respect of any such shortfall.
PLACING. 3.1 The Company hereby appoints the Agent, and the Agent hereby accepts the appointment, as its exclusive agent (through the Agent or its Sub-Agent) during the Placing Period to procure Placees of the Convertible Notes on a best effort basis on the terms and subject to the conditions set out in this Agreement provided that the Agent may, in its absolute discretion,