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Title: |
Nominated Broker Agreement |
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Entities: |
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Date: |
2000 |
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Size: |
Preview shows 6KB of 37KB total |
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Price: |
$42 |
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ID: |
#281045 |
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Dated 2000
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KERYX BIOPHARMACEUTICALS INC.
- and -
WEST LB PANMURE LIMITED
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NOMINATED BROKER AGREEMENT
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ASHURST MORRIS CRISP
Broadwalk House
5 Appold Street
London EC2A 2HA
Tel: 020-7638 1111
Fax: 020-7972 7990
MCJ/PXR/051W.00027
{PAGE}
CONTENTS
CLAUSE PAGE
1. DEFINITIONS AND INTERPRETATION.................................... 1
2. APPOINTMENT AND TERM.............................................. 3
3. FEES AND EXPENSES................................................. 4
4. TERMINATION....................................................... 5
5. CONTINUING OBLIGATIONS............................................ 6
6. BROKER'S INDEMNITY................................................ 7
7. TIME OF THE ESSENCE............................................... 9
8. WAIVER............................................................ 9
9. INVALIDITY........................................................ 9
10. NOTICES.......................................................... 10
11. COUNTERPARTS..................................................... 11
12. ENTIRE AGREEMENT................................................. 11
13. MISCELLANEOUS.................................................... 12
14. GOVERNING LAW AND JURISDICTION................................... 12
{PAGE}
THIS AGREEMENT is made on 2000.
BETWEEN:-
(1) KERYX BIOPHARMACEUTICALS INC. (incorporated in Delaware, USA) whose
executive office is at Kiryat Mada 5, Har Hotzvim, Jerusalem, Israel 91326
(the "Company");
(2) WEST LB PANMURE (incorporated in England and Wales with registered no.
2002991) whose registered office is at New Broad Street House, 35 New
Broad Street, London EC2M 1SQ (the "Broker"); and
RECITALS
(A) The Company is proposing to make an application to the London Stock
Exchange for admission to AIM of all the Shares in issue and to be issued
pursuant to the IPO.
(B) On and subject to the terms of this agreement, the Broker has agreed to
act as nominated broker to the Company for the purposes of the AIM Rules
in connection with the IPO and following Admission.
THE PARTIES AGREE AS FOLLOWS:-
1. DEFINITIONS AND INTERPRETATION
1.1 In this agreement the following words and expressions shall have the
following meanings, unless the context otherwise requires:-
"Admission" means admission of the share capital of the Company, issued and
to be issued pursuant to the IPO, to trading on AIM becoming effective as
provided in paragraph 16.6 of the AIM Rules;
"Admission Document" means the document proposed to be published in
connection with the IPO and the Company's admission to AIM as required by
paragraph 16.07 of the AIM Rules and constituting a prospectus for the
purposes of the POS Regulations;
"AIM" means the Alternative Investment Market of the London Stock Exchange;
"AIM Rules" means the AIM admission rules and AIM trading rules set out in
chapters 16 and 17 of the Rules of the London Stock Exchange as amended
from time to time and those other of its rules which govern the admission
to trading on and the regulation of AIM;
"Business Day " means a day (excluding Saturdays) on which banks are open
for business in the City of London;
"Directors" means the directors and officers of the Company;
"FSA" means the Financial Services Act 1986;
-1-
{PAGE}
"Group" means the Company, its subsidiaries and subsidiary undertakings and
each of them as the context admits and "Group Company" means any one of
them;
"IPO" means the proposed IPO by the Company of new Shares pursuant to the
IPO Agreement;
"IPO Agreement" means the underwriting agreement dated 2000 made between
the Company, the Directors and Roth Capital Partners Inc. in connection
with the IPO and more particularly described in the Admission Document;
"London Stock Exchange" means London Stock Exchange Limited;
"Model Code" means a code for dealings in the securities of the Company
adopted by the Company in terms no less exacting than the model code
contained in appendix 12 of the Rules of the London Stock Exchange as
amended from time to time;
"POS Regulations" means the Public Offers of Securities Regulations 1995;
"Related Person" means in relation to any party its holding companies and
subsidiaries and any subsidiary undertaking of any such holding company;
"Relevant Person" means the Broker and any subsidiary or holding company of
the Broker and any subsidiary undertaking of any such holding company and
any of their respective shareholders, directors, officers, employees,
agents and advisers;
"Shares" means shares of common stock of par value of $0.001 each in the
capital of the Company;
"VAT" means value added tax.
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