Common use of Application for Admission Clause in Contracts

Application for Admission. 3.1 The Company and the Directors will use all reasonable endeavours to obtain Admission including,without limitation, paying all fees and executing and delivering all such documents and doing or procuring the doing of all acts and things as shall be necessary in connection with such application and, insofar as within its power, generally to do and procure to be done all such things as may properly be required by the London Stock Exchange and/or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ for the purposes of or in connection with Admission so as to enable Admission to take place by 8.00 a.m. on 17 July 2008. 3.2 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is hereby given all such authorities and powers by the Company and the Directors as are reasonably required for the purposes of obtaining Admission and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall, on the terms and subject to the conditions in this agreement, provide all reasonable assistance towards obtaining Admission, including (without limitation) the submission, on behalf of the Company and at the Company’s expense, of the AIM Application. 3.3 The Company and the Directors shall procure that copies of the Admission Document are published by or on behalf of the Company in accordance with Rule 3 of the AIM Rules For Companies. 3.4 The Directors confirm to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC that they have had explained to them by the Company’s Solicitors and Nominated Adviser and that they understand the nature of their responsibilities and obligations under the AIM Rules For Companies as directors of a company with a class of securities admitted for trading on AIM and their responsibilities and obligations under, FSMA and their fiduciary duties as directors. 3.5 The Company and the Directors confirm to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC, after having made due and careful enquiry, that the Directors have established procedures which provide a reasonable basis for them to make proper judgments as to the financial position and prospects of the Company and that such procedures are accurately described in the Long Form Report in respect of the Company. 3.6 Subject to Admission, the Company shall procure, against production to the Registrars of a list containing the names of each of the Placees, and subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC complying with their obligations under Clause 4.4, that prompt registration of those persons, as holders of the Placing Shares or purchasers of the Sale Shares, as the case may be, will be effected in accordance with the constitutional documents of the Company from time to time in force. 3.7 The Company shall, in accordance with the Admission Document, issue fully paid share certificates in respect of the Placing Shares in favour of the persons entitled thereto and the Company shall procure that such share certificates will bear a legend indicating that due to restrictions on transfer under the securities laws of the United States, the Placing Shares must be held in certificated form for a period of at least 12 months following the Placing, that the Placing Shares will not be eligible for settlement through CREST during that time and that they have not been and will not be registered in the United States. 3.8 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC shall procure that a director of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or RBC will, provided that the relevant Selling Shareholder has not already done so, as agent and attorney for each of the Selling Shareholders (appointed under the respective Selling Shareholders’ Power of Attorney), execute instruments of transfer in respect of the Sale Shares in favour of such persons (if any) in accordance with such powers of attorney and this agreement as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or RBC may nominate or as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or RBC shall direct, provided that such instruments of transfer shall be executed outside, and not brought into, the United Kingdom. 3.9 Subject to production to the Company or the Registrars of the instruments of transfer referred to in clause 3.8 (duly stamped if required) and the relevant share certificates the Company will procure the delivery to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and RBC of share certificates in respect of the Sale Shares to those persons to whom Sale Shares have been transferred pursuant to clause 3.8 and in each case the Company will procure that the Registrars will enter the relevant persons on the register of members of the Company in respect of those shares.