Offer Shares. 3.1 The Offer Shares have been duly and validly authorised and, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be duly and validly issued, fully paid and non-assessable, free of any pre-emptive right, resale right, right of first refusal or similar right and subject to no Encumbrance or adverse claims; the Offer Shares, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be free of any restriction upon the holding, voting or transfer thereof pursuant to the Laws of the PRC or Hong Kong or the Articles of Association or other constituent or constitutive documents of the Company or any agreement or other instrument to which the Company is party; no holder of Offer Shares after the completion of the Global Offering will be subject to personal liability in respect of the Company’s liabilities or obligations by reason of being such a holder.
3.2 As of the Listing Date, the Company will have the issued share capital as set forth in the section of each of the Hong Kong Prospectus and the Preliminary Offering Circular headed “Share Capital”, and, assuming the full exercise of the Over-allotment Option, as of the relevant settlement date for the Option Shares, the Company will have the issued capital as set forth in the section of each of the Hong Kong Prospectus and the Preliminary Offering Circular headed “Share Capital”. The share capital of the Company, including the Offer Shares, conforms in all material respects to each description thereof contained in each of the Hong Kong Prospectus and the Preliminary Offering Circular; the certificates for the Offer Shares, when issued, will be in due and proper form such as to be legal and valid under the Laws of the PRC.
Offer Shares. 2.1 The Offer Shares have been duly authorized and, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be validly issued, fully paid and non-assessable and will conform to the description of the Shares contained in the Hong Kong Public Offering Documents, the Registration Statement, the Disclosure Package and the Prospectus; and the issuance of such Offer Shares will not be subject to any preemptive rights, resale rights, rights of first refusal or similar rights.
Offer Shares. Harbinger may elect to implement the Proposal by way of Offer, and Harbinger may, subject to the terms and conditions set forth in Article XIII, elect that all or part of the consideration for the Offer consists of Offer Shares. In connection with an Offer which includes Offer Shares, the Company shall file with the SEC a registration statement on Form S-4 relating to the Offer Shares and the Offer (together with any amendments thereto, and including any documents incorporated by reference therein, the "Offer Shares Registration Statement"), within 60 days of a request in writing by Harbinger, provided, however, that if the Company requires additional time to prepare the financial information required to be included in the Offer Shares Registration Statement, such time shall be extended for a reasonable period to allow the Company to prepare the financial information required to be included therein. If Harbinger determines to make a request to the Company to file the Offer Shares Registration Statement, Harbinger shall make such request to the Company at least four (4) calendar months prior to the date that, in the good faith opinion of Harbinger, the Regulatory Approvals are likely to be obtained. The Company will cause the Offer Shares Registration Statement to comply with the applicable provisions of the Securities Act and the rules and regulations thereunder. In addition, the Company shall, upon no less than 60 days notice in writing from Harbinger submit a draft prospectus (the "Prospectus") to the FSA for approval in accordance with the Prospectus Rules, provided, however, that if the Company requires additional time to prepare the financial information required to be included in the Prospectus, such time shall be extended for a reasonable period to allow the Company to prepare the financial information required to be included therein. The Company will use its reasonable best efforts to have the Offer Shares Registration Statement declared effective by the SEC under the Securities Act as soon as reasonably practicable following the filing of the Offer Shares Registration Statement and to have the Prospectus approved by the FSA in accordance with the Prospectus Rules as soon as reasonably practicable following submission of the Prospectus to the FSA. Harbinger and its counsel shall participate along with and shall co-operate in good faith with the Company and its counsel in the preparation of the Offer Shares Registration Statement and the Prospectus,...
Offer Shares. 3.1 The ultimate legal and beneficial owners of the Shares, prior to the issuance of the Offer Shares by the Company for subscription under the Global Offering, are fully and accurately disclosed in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP.
3.2 The Offer Shares have been duly and validly authorized and, when allotted, issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, and registered in the register of members of the Company, will be duly and validly authorized, allotted and issued, fully paid and non-assessable, free of any preemptive right, resale right, right of first refusal or similar right and subject to no Encumbrance or adverse claims, and will have attached to them the rights and benefits specified in the Articles of Associations as described in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP and, in particular, will rank pari passu in all respects with the existing issued Shares, including the right to rank in full for all distributions declared, paid or made by the Company after the time of their allotment, and will be freely transferable by the Company to or for the account of the Hong Kong Underwriters (or the applicants under the Hong Kong Public Offering) and the International Underwriters (or purchasers procured by the Joint Global Coordinators or the International Underwriters). The certificates for the Offer Shares, when issued, will be in due and proper form such as to be legal and valid under all applicable Laws. The Offer Shares, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be free of any restriction upon the holding, voting or transfer thereof pursuant to the Laws of the United States, the Cayman Islands, the PRC or Hong Kong or the Articles of Association or other constituent or constitutive documents or the business license of the Company or any agreement or other instrument to which the Company is party; no holder of Offer Shares after the completion of the Global Offering will be subject to personal liability in respect of the Company’s liabilities or obligations by reason of being such a holder. The subscribers or purchasers of all Offer Shares issued...
Offer Shares. 3.1. The Offer Shares have been duly and validly authorised and, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be duly and validly issued and fully paid and non-assessable and will conform to the description of the Shares contained in the Hong Kong Prospectus and the Preliminary International Prospectus.
3.2. No holder of Offer Shares after the consummation of the transactions contemplated by this Agreement is or will be subject to any personal liability in respect of any liability of the Company by virtue only of its holding of any such Shares; and except as set forth in the Hong Kong Prospectus and the Preliminary International Prospectus, there are no limitations on the rights of holders of the Shares to hold, vote or transfer their securities.
3.3. The issuance and sale of the Shares, the listing and trading of the Shares on the SEHK or the consummation of the transactions contemplated by this Agreement is not and will not be, as of the date hereof or at each Time of Delivery, adversely affected by the M&A Rules and Related Clarifications.
3.4. As of the date hereof, the M&A Rules did not and do not apply to the issuance and sale of the Shares, the listing and trading of the Shares on the SEHK, or the consummation of the transactions contemplated by this Agreement.
Offer Shares payment for the Offer Shares shall be made in Euro in an amount equal to the Share Offer Price multiplied by the number of Offer Shares; and
Offer Shares. The Offer Shares and all other issued and outstanding share capital of the Company have been duly authorized; the authorized equity capitalization of the Company conforms as to legal matters in all material respects to the description thereof set forth in the Registration Statement and the Disclosure Package; all outstanding ordinary shares of the Company are, and, when the Offer Shares sold by the Company have been delivered and paid for in accordance with this Agreement or the Hong Kong Underwriting Agreement, as applicable, at the First Time of Delivery and, if applicable, at each Additional Time of Delivery, such Offer Shares will be validly issued, fully paid and nonassessable, and conform in all material respects to the description of such Offer Shares contained in the Disclosure Package; except as disclosed in the Registration Statement and the Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Group Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares of the Company or any such Group Entity, any such convertible or exchangeable securities or any such rights, warrants or options.
Offer Shares. The Offer will be extended to all the Shares, other than those Shares already owned, controlled, or agreed to be acquired by the Offeror, its related corporations and their respective nominees (the “Offer Shares”) at the Offer Price (as defined below). For the avoidance of doubt, the Offer will be extended, on the same terms and conditions, to all Shares owned, controlled or agreed to be acquired by parties acting or deemed to be acting in concert with the Offeror (other than the Offeror’s related corporations and their respective nominees). For the purpose of the Offer, the expression “Offer Shares” shall include such Shares. The Offer will also be extended to all new Shares unconditionally issued or to be issued prior to the final closing date of the Offer (the “Closing Date”) pursuant to:
(i) the valid exercise of outstanding options granted by the Company (the “Options”) pursuant to the M1 Share Option Scheme 2002 which was approved and adopted by Shareholders on 8 November 2002 and the M1 Share Option Scheme 2013 which was approved and adopted by Shareholders on 5 April 2013 (collectively, the “Option Schemes”); and
(ii) the valid vesting and release of any outstanding awards granted under the M1 Share Plan 2016 (“Awards”) which was approved and adopted by Shareholders on 6 April 2016 (the “M1 Share Plan 2016”). For the purposes of the Offer, the expression “Offer Shares” shall include all such Shares.
Offer Shares. The Borrower shall procure that all shares in Target acquired pursuant to the Offer are transferred and deposited direct into the Borrower Security Account as soon as reasonably practicable.
Offer Shares. 3.1 The Offer Shares have been duly and validly authorised and, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be duly and validly issued, fully paid and non-assessable, free of any pre-emptive right, resale right, right of first refusal or similar right and subject to no Encumbrance or adverse claims; the Offer Shares, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be free of any restriction upon the holding, voting or transfer thereof pursuant to the Laws of the PRC or Hong Kong or the Articles of Association or other constituent or constitutive documents of the Company or any agreement or other instrument to which the Company is party; no holder of Offer Shares after the completion of the Global Offering will be subject to personal liability in respect of the Company’s liabilities or obligations by reason of being such a holder. The certificates for the Offer Shares, when issued, will be in due and proper form such as to be legal and valid under the laws of the PRC.
