CONDITIONS TO THE SETTLEMENT. 2.1 Completion of the Settlement is conditional upon : (a) the passing of the resolution(s) at the EGM by the Independent Shareholders to approve the Settlement Agreements and the transactions contemplated thereunder, including the granting of the Specific Mandate to allot and issue the Settlement Shares under the Settlement Agreements; (b) the HKSE granting or agreeing to grant a listing of, and permission to deal in, the Subscription Shares, the Conversion Shares and the Settlement Shares to be issued (and such listing and permission not being subsequently revoked prior to Completion); (c) the passing of the resolution(s) at the EGM by the Independent Shareholders to approve the Subscription Agreement and the transactions contemplated thereunder, including the granting of the Specific Mandate to allot and issue the Subscription Shares and the Whitewash Waiver; (d) the passing of the resolution(s) at the EGM by the Independent Shareholders to approve the Connected Conversion Agreements and the transactions contemplated thereunder, including the granting of the Specific Mandate to allot and issue the Conversion Shares and the Whitewash Waiver (as defined in the Connected Conversion Agreements); (e) the Executive Director of the Corporate Finance Division of the SFC or any of his delegate granting a Whitewash Waiver in respect of the transactions contemplated under the Subscription Agreement and the Connected Conversion Agreements; (f) the Company not having received written notice from the HKSE indicating that the listing of the Shares on the HKSE would be suspended, revoked or withdrawn; and (g) the Warranties remain true, accurate and complete in all material respects immediately before the satisfaction of the last of the Conditions (other than the condition set out in this sub-clause (g)). 2.2 Save for the Conditions as stated in Clause 2.1 (g), which can be waived by the Lender or the Company (as the case may be), none of the Conditions as stated in Clause 2.1 can be waived by the Lender or the Company. If any of the Conditions as stated in Clauses 2.1 (a) to (f) are not satisfied, and in the case of Clause 2.1 (g), not satisfied or waived by the Lender or the Company (as the case may be), by the Long Stop Date (or such later time and/or date as the parties may agree in writing), this Agreement shall terminate forthwith, in which case Clause 7.2 shall apply.
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Samples: Settlement Agreement, Settlement Agreement, Settlement Agreement
CONDITIONS TO THE SETTLEMENT. 2.1 Completion of the Settlement is conditional upon :
(a) the passing of the resolution(s) at the EGM by the Independent Shareholders to approve the Settlement Agreements and the transactions contemplated thereunder, including the granting of the Specific Mandate to allot and issue the Settlement Shares under the Settlement Agreements;
(b) the HKSE granting or agreeing to grant a listing of, and permission to deal in, the Subscription Shares, the Conversion Shares and the Settlement Shares to be issued (and such listing and permission not being subsequently revoked prior to Completion);
(c) the passing of the resolution(s) at the EGM by the Independent Shareholders to approve the Subscription Agreement and the transactions contemplated thereunder, including the granting of the Specific Mandate to allot and issue the Subscription Shares and the Whitewash Waiver;
(d) the passing of the resolution(s) at the EGM by the Independent Shareholders to approve the Connected Conversion Agreements and the transactions contemplated thereunder, including the granting of the Specific Mandate to allot and issue the Conversion Shares and the Whitewash Waiver (as defined in the Connected Conversion Agreements);
(e) the Executive Director of the Corporate Finance Division of the SFC or any of his delegate granting a Whitewash Waiver in respect of the transactions contemplated under the Subscription Agreement and the Connected Conversion Agreements;
(f) the Company not having received written notice from the HKSE indicating that the listing of the Shares on the HKSE would be suspended, revoked or withdrawn; and
(g) the Warranties remain true, accurate and complete in all material respects immediately before the satisfaction of the last of the Conditions (other than the condition set out in this sub-clause (g)).
2.2 Save for the Conditions as stated in Clause Clauses 2.1 (g), which can be waived by the Lender or the Company (as the case may be), none of the Conditions as stated in Clause 2.1 can be waived by the Lender or the Company. If any of the Conditions as stated in Clauses 2.1 (a) to (f) are not satisfied, and in the case of Clause 2.1 (g), not satisfied or waived by the Lender or the Company (as the case may be), by the Long Stop Date (or such later time and/or date as the parties may agree in writing), this Agreement shall terminate forthwith, in which case Clause 7.2 shall apply.
Appears in 1 contract
Samples: Settlement Agreement
CONDITIONS TO THE SETTLEMENT. 2.1 Completion of the Settlement is conditional upon :
(a) the passing of the resolution(s) at the EGM by the Independent Shareholders to approve the Settlement Agreements and the transactions contemplated thereunder, including the granting of the Specific Mandate to allot and issue the Settlement Shares under the Settlement AgreementsAgreements ;
(b) the HKSE granting or agreeing to grant a listing of, and permission to deal in, the Subscription Shares, the Conversion Shares and the Settlement Shares to be issued (and such listing and permission not being subsequently revoked prior to Completion);
(c) the passing of the resolution(s) at the EGM by the Independent Shareholders to approve the Subscription Agreement and the transactions contemplated thereunder, including the granting of the Specific Mandate to allot and issue the Subscription Shares and the Whitewash Waiver;
(d) the passing of the resolution(s) at the EGM by the Independent Shareholders to approve the Connected Conversion Agreements and the transactions contemplated thereunder, including the granting of the Specific Mandate to allot and issue the Conversion Shares and the Whitewash Waiver (as defined in the Connected Conversion Agreements);
(e) the Executive Director of the Corporate Finance Division of the SFC or any of his delegate granting a Whitewash Waiver in respect of the transactions contemplated under the Subscription Agreement and the Connected Conversion Agreements;
(f) the Company not having received written notice from the HKSE indicating that the listing of the Shares on the HKSE would be suspended, revoked or withdrawn; and
(g) the Warranties remain true, accurate and complete in all material respects immediately before the satisfaction of the last of the Conditions (other than the condition set out in this sub-clause (g)).
2.2 Save for the Conditions as stated in Clause 2.1 (g), which can be waived by the Lender or the Company (as the case may be), none of the Conditions as stated in Clause 2.1 can be waived by the Lender or the Company. If any of the Conditions as stated in Clauses 2.1 (a) to (f) are not satisfied, and in the case of Clause 2.1 (g), not satisfied or waived by the Lender or the Company (as the case may be), by the Long Stop Date (or such later time and/or date as the parties may agree in writing), this Agreement shall terminate forthwith, in which case Clause 7.2 shall apply.
Appears in 1 contract
Samples: Settlement Agreement