Global Offering Sample Clauses
A Global Offering clause defines the terms and conditions under which securities are offered simultaneously in multiple jurisdictions, typically combining both international and domestic tranches. This clause outlines the allocation of shares, the roles of underwriters in different regions, and the procedures for compliance with various regulatory requirements across countries. Its core practical function is to facilitate the efficient and coordinated sale of securities to a broad investor base worldwide, ensuring regulatory compliance and maximizing capital raised.
Global Offering comply with the terms and conditions of the Global Offering and all obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules and all requirements of the SEHK or the SFC or any Authority in respect of or by reason of the matters contemplated by this Agreement and otherwise in connection with the Global Offering, including:
10.1.1 doing all such things as are necessary to ensure that Admission is obtained and not cancelled or revoked;
10.1.2 obtaining all necessary Approvals and making all necessary filings with the Registrar of Companies in Hong Kong;
10.1.3 making available for inspection the documents referred to in the section of the Hong Kong Prospectus headed “Documents Delivered to the Registrar of Companies and Documents on Display” for the period and at the address stated therein;
10.1.4 using its best endeavours to procure that each of the Hong Kong Share Registrar, the White Form eIPO Service Provider, the Receiving Bank and the Nominee shall comply in all respects with the terms of their respective appointments under the terms of the Registrar Agreement and the Receiving Bank Agreement, and all such acts and things as may be required to be done by it in connection with the Global Offering and the transactions contemplated herein;
10.1.5 procuring that none of the Directors and that the relevant Director to procure none of their respective associates (as defined in the Listing Rules) will himself/herself or themselves (or through a company controlled by him/her or them), apply to purchase Hong Kong Offer Shares either in his/her or their own names or through nominees unless permitted to do so under the Listing Rules and having obtained confirmation to that effect;
10.1.6 complying with the Listing Rules in relation to supplemental listing documents that may have to be issued in respect of the Global Offering and further agrees not to make, issue, publish, distribute or otherwise make available directly or indirectly to the public any statement, announcement, press release, material, information or listing document (as defined in the Listing Rules) in relation to the Global Offering without the prior consent of the Sole Sponsor and the Sole Global Coordinator (for itself and on behalf of the Underwriters);
10.1.7 procuring that none of the Company, any member of the Group and/or the Covenantors, and/or any of their respective directors, officers, employees, affil...
Global Offering. Each of the Warrantors hereby undertakes to the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunner, the Joint Lead Managers, the Hong Kong Underwriters, the Capital Market Intermediaries and each of them:
10.9.1 to comply with the restrictions under Clause 9;
10.9.2 not to, and not to permit any affiliate (as defined in Rule 501(b) of Regulation D under the U.S. Securities Act) of the Company to sell, offer for sale or solicitor offers to buy or otherwise negotiate in respect of any security (as defined in the U.S. Securities Act) which could be integrated with the sale of the Offer Shares in a manner which would require registration under the U.S. Securities Act of the Offer Shares;
10.9.3 not to solicit any offer to buy or offer or sell the Offer Shares by means of any form of general solicitation or general advertising (as such terms are used in Rule 502(c) of Regulation D under the U.S. Securities Act) or in any manner involving a public offering within the meanings of Section 4(a) (2) of the U.S. Securities Act; and
10.9.4 not to, and not to permit its affiliates (as defined in Rule 501(b) of Regulation D under the U.S. Securities Act) or any person acting on its or their behalf (other than the Underwriters) to engage in any direct selling efforts (as that term is defined in Regulation S) with respect to the Offer Shares.
Global Offering. The Global Offering will include, simultaneously:
(i) the Brazilian offering (“Brazilian Offering”), which will consist of the public offering for primary distribution of Shares (with the exception of ADSs) (“Brazilian Offering Shares”), to be held in Brazil, at a non-organized over-the-counter market, pursuant to the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM) (“CVM”) Instruction No. 400, dated December 29, 2003, as amended (“CVM Instruction 400”), under the coordination of Banco BTG Pactual S.A. (“BTG Pactual” or “Lead Coordinator” or “Stabilizing Agent”), of Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Banco Múltiplo S.A. (“BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇”), of Banco Barclays S.A.
Global Offering. (a) Subject to the provisions set out in Articles 14 and 16 below, the New Shares for which Preferential Subscription Rights have been excluded to avoid a fractional subscription ratio as well as all New Shares as to which Preferential Subscription Rights are not exercised during the Subscription Period (together the “Reoffer Shares”) will be offered to domestic and international investors (the “Reoffer Tranche”). The Reoffer Tranche will also include the Old Shares to be sold by the Selling Shareholders in accordance with Article 2 above, as well as Optional Shares, if and to the extent the Over-allotment Option is exercised, in accordance with Article 5 below. The Reoffer Tranche shall be offered (i) on behalf of the Company with respect to the New Shares and the Optional Shares (if any) and (ii) on behalf of the Selling Shareholders with respect to the Old Shares, in each case to investors in accordance with subsection (4) below during the Subscription Period and the Business Day succeeding such period with the aim of completing such offering by , 2004 with settlement on , 2004.
(b) The Company hereby instructs and authorizes, subject to the execution of the Pricing Agreement, the Underwriters to place the Reoffer Shares at the Reoffer Price in accordance with the provisions of this Agreement.
Global Offering. 5.1 All necessary authorisations and/or waivers have been obtained from the holders of existing issued shares in the capital of the Company to enable the Global Offering to be consummated pursuant to this Agreement and the International Underwriting Agreement and to enable the Offer Shares to be issued to the applicants under the Global Offering in the manner described in the Hong Kong Prospectus, the Preliminary Offering Circular and the PHIP, and the Company has power under the Memorandum and Articles or other constituent or constitutive documents of the Company or any agreement or other instrument to which the Company is a party to issue the Offer Shares pursuant to the Global Offering in the manner described in the Hong Kong Prospectus, the Preliminary Offering Circular and the PHIP.
5.2 The Company will have sufficient Shares to permit the issue of the Offer Shares pursuant to the Global Offering and any full exercise of the general mandate to issue Shares as described in the section headed “Appendix IV – Statutory and General Information” in the Hong Kong Prospectus, the Preliminary Offering Circular and the PHIP, and will have full power under the Memorandum and Articles to issue the Offer Shares and the general mandate as referred to above and such Shares will, when allotted and issued, be properly allotted and issued in accordance with the terms of the Global Offering or the general mandate as referred to above.
Global Offering. The Offering will include, simultaneously:
(i) the Brazilian offering (“Brazilian Offering”), which will consist of the public offering for primary distribution of Shares (with the exception of ADSs) (“Brazilian Offering Shares”), to be held in Brazil, at a non-organized over-the-counter market, pursuant to the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM) (“CVM”) Instruction No. 400, dated December 29, 2003, as amended (“CVM Instruction 400”), under the coordination of Banco BTG Pactual S.A. (“BTG Pactual” or “Lead Coordinator” or “Stabilizing Agent”), of Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Banco Múltiplo S.A. (“BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇”), of Banco Barclays S.A. (“Barclays”), of Citigroup Global Markets Brasil, Corretora de Câmbio, Títulos e Valores Mobiliários S.A. (“Citi”), of Banco de Investimentos Credit Suisse (Brasil) S.A. (“Credit Suisse”), of BES Investimento do Brasil S.A. – Banco de Investimento (“BESI”) and of HSBC Bank Brasil S.A. – Banco Múltiplo (“HSBC” and, together with BTG Pactual, BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇, Barclays, Citi, Credit Suisse and BESI, “Brazilian Coordinators”), of BB – Banco de Investimento S.A. (“BB Investimentos”), of Banco Bradesco BBI S.A. (“Bradesco BBI”), of Banco Caixa Geral – Brasil S.A. (“Caixa Geral”), of ▇▇▇▇▇▇▇ ▇▇▇▇▇ do Brasil Banco Múltiplo S.A. (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), of Banco Itaú BBA S.A. (“Itaú BBA”), of Banco ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇.▇. (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and of Banco Santander (Brasil) S.A. (“Santander” and, together with BB Investimentos, Bradesco BBI, Caixa Geral, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Itaú BBA and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the “Brazilian Bookrunners” and, together with the Brazilian Coordinators, “Brazilian Joint Bookrunners”), and with the participation of XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. (“XP Investimentos”) and of Banco BNP Paribas Brasil S.A. (“BNP Paribas” and, together with XP Investimentos, the “Brazilian Co-Managers”) and of established consortium institutions authorized to operate in the Brazilian stock market, accredited by the São Paulo Stock Exchange (BM&FBOVESPA S.A. – Bolsa de ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ e Futuros (“BM&FBOVESPA”), invited to participate in the Brazilian Offering exclusively for the purpose of placing the Brazilian Offering Shares through Non-Institutional Investors (“Consortium Institutions” and, together with the Brazilian Joint Bookrunners and the Brazilian Co-Managers, “Institutions Participating in the Brazilian Offering”). BTG Pactual US Capital L...
Global Offering. 2.1 The number of common shares, registered, book-entry and without par value issued by the Company set forth in item 1.1 of the Appendix I hereto (“Shares”) shall be offered, by means of primary public offering (i) in Brazil (“Shares of the Brazilian Offering”), on non-organized over-the-counter market, in conformity with CVM Instruction 400 and any other applicable legal provisions, with placement efforts abroad, in an offering registered pursuant to the U.S. Securities Act of 1933, as amended (“Securities Act”), subject to the legislation in force in the domicile country of each investor, through the investment methods regulated by the National Monetary Council (“CMN”), the Central Bank of Brazil (“Central Bank”) and CVM (“Brazilian Offering”); and (ii) abroad (“Shares of the International Offering”), in the form of American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts (“ADRs”), each ADS representing two Shares, by means of an offering registered pursuant to the Securities Act, subject to the legislation in force in the domicile country of each investor (“International Offering” and jointly with the Brazilian Offering, the “Global Offering”).
2.2 The Shares may be reallocated among the Brazilian Offering and the International Offering, by virtue of the demand verified in Brazil and abroad during the course of the Global Offering.
2.3 The Shares have been admitted for trading in the special securities trading segment of BM&FBOVESPA, governed by the Novo ▇▇▇▇▇▇▇ Listing Regulation of BM&FBOVESPA (“Novo ▇▇▇▇▇▇▇ Regulation”), under the symbol “PRGA3”.
2.4 The ADRs will be issued abroad by The Bank of New York Mellon, the depositary bank of the ADSs (“Depositary of the GDSs”), in conformity with the Deposit Agreement entered into by and among the Company and the Depositary of the ADSs (“Deposit Agreement for Issuance of ADRs”). The Shares of the International Offering evidenced by the ADSs will be deposited with Banco Itaú S.A. (“Custodian of the Shares of the International Offering”) in Brazil, pursuant to the terms and conditions set forth in the Custody Agreement entered into by and among the Depositary of the ADSs and the Custodian of the Shares of the International Offering (“Custody Agreement of the Shares of the International Offering”).