Common use of Issue of Shares on Conversion or Exercise of Securities Clause in Contracts

Issue of Shares on Conversion or Exercise of Securities. (i) the aggregate consideration receivable for the Shares to be issued upon the conversion into or subscription for or exchange of, any securities shall be deemed to be the consideration received or receivable by the Company for any such securities, and (ii) the aggregate consideration receivable for the Shares to be issued upon the exercise of rights of subscription attached to any securities shall be deemed to be that part (which may be the whole) of the consideration received or receivable by the Company for such securities which is attributed by the Company to such rights of subscription or, if no part of such consideration is so attributed, the fair market value of such rights of subscription as at the date of announcement of the terms of issue of such securities (as determined in good faith by Approved Financial Advisor), plus in the case of each of (i) and (ii) above, the additional minimum consideration (if any) to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of such rights of subscription attached thereto (the consideration in all such cases to be determined subject to the proviso in Condition 8.2(a)); and (iii) if any part of the consideration referred to in (i) or (ii) above is expressed in a currency other than Hong Kong dollars, the same shall be converted at such rate of exchange as may be determined in good faith by Approved Financial Advisor to be the spot rate ruling at the close of business on the date of the issue of such securities.

Appears in 1 contract

Samples: Sale and Purchase Agreement

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Issue of Shares on Conversion or Exercise of Securities. (i) the aggregate consideration receivable for the Shares to be issued upon the conversion into or subscription for or exchange of, any securities shall be deemed to be the consideration received or receivable by the Company for any such securities, and securities and (iiy) the aggregate consideration receivable for the Shares to be issued upon the exercise of rights of subscription attached to any securities shall be deemed to be that part (which may be the whole) of the consideration received or receivable by the Company for such securities which is attributed by the Company to such rights of subscription or, if no part of such consideration is so attributed, the fair market value of such rights of subscription as at the date of announcement of the terms of issue of such securities (as determined in good faith by Approved Financial Advisor)an approved merchant bank or the auditors of the Company, plus in the case of each of (ix) and (iiy) above, the additional minimum consideration (if any) to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of such rights of subscription attached thereto (the consideration in all such cases to be determined subject to the proviso in sub-paragraph (i) of this Condition 8.2(a)); and 6.2) and- (iiiz) if any part the consideration per Share receivable by the Company upon the conversion or exchange of, or upon the exercise of such rights of subscription attached to, such securities shall be the aggregate consideration referred to in (ix) or (iiy) above (as the case may be) converted into Hong Kong dollars if such consideration is expressed in a currency other than Hong Kong dollars, the same shall be converted dollars at such rate of exchange as may be determined in good faith by Approved Financial Advisor an approved merchant bank or the auditors of the Company to be the spot rate ruling at the close of business on the date of announcement of the terms of issue of such securities, divided by the number of Shares to be issued upon such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate.

Appears in 1 contract

Samples: Subscription Agreement

Issue of Shares on Conversion or Exercise of Securities. (i1) the aggregate consideration receivable for the Ordinary Shares to be issued upon on the conversion into or subscription for or exchange of, of any securities shall be deemed to be the consideration received or receivable by the Company for any such securities, and securities and (ii2) the aggregate consideration receivable for the Ordinary Shares to be issued upon on the exercise of rights of subscription attached to any securities shall be deemed to be that part (which may be the whole) of the consideration received or receivable by the Company for such securities which is attributed by the Company to such rights of subscription or, if no part of such consideration is so attributed, attributed the fair market value Fair Market Value of such rights of subscription as at the date of the announcement of the terms of issue of such securities (securities, or, if any such matter being referred to the Independent Investment Bank under Section 4(c)(ii), as determined in good faith by Approved Financial Advisor)an Independent Investment Bank, plus in the case of each of (i1) and (ii2) above, the additional minimum consideration (if any) to be received by the Company upon on the conversion or exchange of such securities, or upon on the exercise of such rights of subscription attached thereto (the consideration in all such cases to be determined subject to the proviso in Condition 8.2(aSection 4(c)(vii)(A)); and ) and (iii3) if any part the consideration per Ordinary Share receivable by the Company on the conversion or exchange of, or on the exercise of such rights of subscription attached to, such securities shall be the aggregate consideration referred to in (i1) or (ii2) above (as the case may be) converted into US dollars if such consideration is expressed in a currency other than Hong Kong dollars, the same shall be converted US dollars at such rate of exchange as may be determined in good faith by Approved Financial Advisor an Independent Investment Bank to be the spot rate ruling at the close of business on the date of announcement of the terms of issue of such securities., divided by the number of Ordinary Shares to be issued on such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate; and

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (21Vianet Group, Inc.)

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Issue of Shares on Conversion or Exercise of Securities. (i1) the aggregate consideration receivable for the Shares to be issued upon on the conversion into or subscription for or exchange of, of any securities shall be deemed to be the consideration received or receivable by the Company for any such securities, and securities and (ii2) the aggregate consideration receivable for the Shares to be issued upon on the exercise of rights of subscription attached to any securities shall be deemed to be that part (which may be the whole) of the consideration received or receivable by the Company for such securities which is attributed by the Company to such rights of subscription or, if no part of such consideration is so attributed, the fair market value Fair Market Value of such rights of subscription as at the date of the announcement of the terms of issue of such securities (as determined in good faith by Approved Financial Advisor)an Independent Investment Bank, plus in the case of each of (i1) and (ii2) above, the additional minimum consideration (if any) to be received by the Company upon on the conversion or exchange of such securities, or upon on the exercise of such rights of subscription attached thereto (the consideration in all such cases to be determined subject to the proviso in Condition 8.2(a6(c)(xi)(aa)); and ) and (iii3) if any part the consideration per Share receivable by the Company on the conversion or exchange of, or on the exercise of such rights of subscription attached to, such securities shall be the aggregate consideration referred to in (i1) or (ii2) above (as the case may be) converted into Hong Kong dollars if such consideration is expressed in a currency other than Hong Kong dollars, the same shall be converted dollars at such rate of exchange as may be determined in good faith by Approved Financial Advisor an Independent Investment Bank to be the spot rate ruling at the close of business on the date of announcement of the terms of issue of such securities, divided by the number of Shares to be issued on such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate. (xii) More than One Event in Quick Succession: Where more than one event which gives or may give rise to an adjustment to the Fixed Conversion Price occurs within such a short period of time that in the opinion of an Independent Investment Bank, the foregoing provisions would need to be operated subject to some modification in order to give the intended result, such modification shall be made to the operation of the foregoing provisions as may be advised by such Independent Investment Bank to be in its opinion appropriate for that purpose to give such intended result.

Appears in 1 contract

Samples: Subscription Agreement (China Unicom LTD)

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