Completion of the Subscription. 4.1 Completion of the Subscription shall take place on the Closing Date at 10:00 a.m. (Hong Kong time) at the office of DLA Piper Hong Kong, 17th Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong, or such other time, date and/or place as the Subscriber and the Company may agree in writing.
4.2 At completion of the Subscription, the Subscriber shall pay or shall procure the payment of the Subscription Monies, amounted to HK$607,634,695.65, by electronic funds transfer to the bank account, bank and bank address as specified by the Company in writing at least fifteen (15) Business Days prior to the Closing Date.
4.3 Against compliance with the provisions of Clause 4.2, the Company shall:
4.3.1 deliver to the Subscriber a copy of the approval for the listing of, and permission to deal in the Subscription Shares duly obtained from the Stock Exchange;
4.3.2 forthwith duly allot and issue to the Subscriber (or as it may direct) the Subscription Shares and shall promptly register without registration fee the Subscriber and/or its nominees as members in respect of the Subscription Shares; and
4.3.3 at the option of the Subscriber, either (i) deliver to the Subscriber (or as it may direct) the definitive certificates in respect of the Subscription Shares in favour of the Subscriber and/or its nominees or (ii) deposit the same into the account of the relevant Participant with whom the Subscriber has accounts in accordance with the Subscriber’s instructions.
Completion of the Subscription. 7.1 Completion of the Subscription shall take place on the second Business Day after the date upon which the last of the Conditions to be satisfied shall have been so satisfied (provided that the Vendor and the Company shall use all reasonable endeavours to procure that it shall take place on a date no later than a date falling 14 days after the date of this Agreement) or such other time and/or date as the Vendor and the Company may agree in writing.
7.2 At completion of the Subscription, the Vendor shall pay or shall procure the payment of the Subscription Monies by electronic funds transfer in the amount thereof.
7.3 Against compliance with the provisions of Clause 7.2, the Company shall:
7.3.1 forthwith duly allot and issue to the Vendor (or as it may direct) the Subscription Shares and shall promptly register without registration fee the Vendor and/or its nominees as members in respect of the Subscription Shares; and
7.3.2 at the option of the Vendor, either (i) deliver to the Vendor (or as it may direct) the definitive certificates in respect of the Subscription Shares in favour of the Vendor and/or its nominees or (ii) deposit the same into the account of the relevant Participant with whom the Vendor has accounts in accordance with the Vendor’s instructions.
Completion of the Subscription. Completion of the Subscription will take place on the 10 business days after the conditions of the Subscription are fulfilled (or such other date as may be agreed between the parties). Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.
Completion of the Subscription. Subject to the fulfilment of the conditions set out in Clause 3.1, completion of the Subscription shall take place at 00/X., Xxxxxxx Xxxxx, Xx. 00-00 Xxxx Xx Xxxx Xxxxxx, Xxxxx Xxx, Hong Kong on the Completion Date or such other time as the Parties may agree, at which time:
(a) the Company shall:
(i) allot and issue to the Subscriber (or as it may direct) the Subscription Shares and shall promptly thereafter register the Subscriber and/or its nominee(s) as member(s) of the Company and shall cause to be delivered to the Subscriber definitive certificates of title in respect thereof in the name of the Subscriber or as it may direct in board lots (or as nearly as practicable) or as the Subscriber may otherwise direct;
(ii) deliver to the Subscriber a copy of the minutes of the extraorindary general meeting of the Company approving this Agreement, the Capitalisation, the issue of the Subscription Shares and the transactions contemplated hereunder as set out in Clause 3.1(c);
(iii) deliver to the Subscriber a copy of the approval from the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares;
(iv) deliver to the Subscriber a copy of the resolutions of the board of directors of the Company approving the execution and performance of this Agreement, the Capitalisation, and the issue and allotment of the Subscription Shares;
(v) deliver to the Subscriber one original counterpart of the Deed of Settlement; and
(b) the Subscriber shall (i) deliver to the Company one original counterpart of the Deed of Settlement; and (ii) deliver to the Company the application for shares in relation to the Subscription Shares.
Completion of the Subscription. 4.1 Completion of the Subscription shall take place on the second Business Day after the date upon which the last of the Conditions to be satisfied shall have been so satisfied, provided that it shall take place on a date no later than a date falling 14 days after the date of this Agreement (or such other time and/or date as the Subscriber and the Company may agree in writing).
4.2 At completion of the Subscription, the Subscriber shall deliver to the Company application for the Subscription Shares agreed to be subscribed under this Agreement and shall pay or shall procure the payment of the Subscription Monies by electronic funds transfer or such other manner as instructed by the Company in the amount thereof.
4.3 Against compliance with the provisions of Clause 4.2, the Company shall:
4.3.1 forthwith duly allot and issue to the Subscriber (or as it may direct) the Subscription Shares and shall promptly register without registration fee the Subscriber and/or its nominees as members in respect of the Subscription Shares; and
4.3.2 at the option of the Subscriber, either: (i) deliver to the Subscriber (or as it may direct) the definitive certificates in respect of the Subscription Shares in favour of the Subscriber and/or its nominees; or (ii) deposit the same into the account of the relevant Participant with whom the Subscriber has accounts in accordance with the Subscriber’s instructions.
4.4 Upon completion of the Subscription, the Company shall reimburse to the Subscriber the expenses properly incurred by the Subscriber in connection with the Placing, including without limitation the transaction fee and equity structuring fee payable to the Placing Agent, stamp duty, the SFC transaction levy, the Stock Exchange trading fee and such other costs and expenses as set out in clause 5.1 of the Placing Agreement.
4.5 In the event that completion of the Placing Agreement does not occur in accordance with its terms, the Company shall reimburse the Subscriber any legal fees and out-of-pocket expenses which the Subscriber shall be obliged to pay in connection with the Placing and this Agreement.
Completion of the Subscription. Completion of the Subscription Agreement shall take place within three Business Days after the fulfilment of the conditions as set out in the Subscription Agreement or such other date as the Company and the Subscriber may agree in writing. Application for listing will be made by the Company to the Listing Committee of the Stock Exchange, being initially stated in the resumption proposal and being submitted after the fulfillment of the resumption conditions, for the grant of approval for the listing of, and permission to deal in, the Subscription Shares.
Completion of the Subscription. Subject to fulfillment of the conditions of the Subscription Agreement, completion of the Subscription will take place on the later of the third Business Day after the conditions set out in the Subscription Agreement have been satisfied (or such other date as the parties may otherwise agree).
Completion of the Subscription. 4.1 Company's Obligations Subject to the fulfilment of the Conditions and subject to the performance by the Subscriber of its obligations under clause 4.2, completion of the Subscription shall take place at the offices of the Company (or at such other place as may be agreed upon in writing by the Parties) on the Completion Date, at which time the Company shall:
(A) allot and issue to the Subscriber the Subscription Shares and shall promptly thereafter register the Subscriber as a member of the Company and shall cause to be delivered to the Subscriber definitive certificates of title in respect thereof in the name of the Subscriber in board lots (as nearly as practicable);
(B) procure that the following appointments be made, effective on the Completion Date:
Completion of the Subscription. 4.1 Completion of the Share Subscription shall take place on the Closing Date.
4.2 At completion of the Share Subscription, the Subscriber shall pay or shall procure the payment of the Subscription Monies by electronic funds transfer in the amount thereof. The Company shall notify the Subscriber in writing, not less than five business days prior to the proposed Closing Date, the Company's bank account information to receive the Subscription Monies and the exact amount of the Subscription Monies.
4.3 Against compliance with the provisions of Clause 4.2, the Company shall:
4.3.1 forthwith duly allot and issue to the Subscriber (or as it may direct) the Subscription Shares and shall promptly register without registration fee the Subscriber and/or its nominees as members in respect of the Subscription Shares; and
4.3.2 at the option of the Subscriber, either (i) deliver to the Subscriber (or as it may direct) the definitive certificate(s) in respect of the Subscription Shares in favour of the Subscriber and/or its nominees or (ii) deposit the same into the account of the relevant Participant with whom the Subscriber has accounts in accordance with the Subscriber’s instructions.
Completion of the Subscription. 4.1 Completion of the Subscription shall take place at the office of the Company on the Completion Date, or the next Business Day thereto if the intended Completion Date being a Disrupted Day, when all (but not part only) of the following business shall be transacted:
(a) the Subscriber shall deliver to the Company an application for the Subscription Shares in a form to the reasonable satisfaction of both the Company and the Subscriber together with payment to the Company of an amount in clear and immediately available funds equal to the aggregate Subscription Price payable for the aggregate Subscription Shares so subscribed by transferring such amount to a bank account designated by the Company; and
(b) the Company shall deliver to the Subscriber and/or his nominees definitive share certificates for the Subscription Shares in board lots in denominations of 2,000 Shares per lot issued in the name of the Subscriber and/or his nominees and in accordance with instructions given in the application to be delivered as referred to above or, if so required by the Subscriber, share certificates in respect of the Subscription Shares subscribed and paid for by the Subscriber to the depositary for HKSCC Nominees Limited for credit to such CCASS participants’ accounts or investor participants’ accounts as may be designated by the Subscriber.
4.2 The Subscription Agreement, the Connected Conversion Agreements and the Settlement Agreements are inter-conditional and the Completion, the completion of the Connected Conversion and the completion of the Settlement shall take place simultaneously.
