Offered Securities and Capitalization. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package and the Final Prospectus; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information and description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the Offered Securities to be sold by the Company, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of uncertificated ADSs evidenced by registration in the books of the Depositary, as applicable; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States, except as described in the General Disclosure Package and the Final Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Zhaopin LTD)
Offered Securities and Capitalization. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, General Disclosure Package and the Final Prospectus; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessablenon-assessable, will conform to the information in the Registration Statement, General Disclosure Package and Final Prospectus and to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the shareholders Company or any of the Company have no preemptive rights with respect Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the Offered Securities; and none issuance of the outstanding shares of any capital stock of the Company have been issued in violation of or any preemptive such Controlled Entity, any such convertible or similar rights of exchangeable securities or any security holdersuch rights, warrants or options; the Offered Securities Shares to be sold by the Company, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of uncertificated ADSs evidenced by registration in ADRs evidencing the books of the Depositary, as applicableADSs; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States, ; except in each case as described in the Registration Statement, General Disclosure Package and the Final Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Global Education & Technology Group LTD)
Offered Securities and Capitalization. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, General Disclosure Package and the Final Prospectus; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, General Disclosure Package and Final Prospectus and to the description of such Offered Securities contained in the Final Prospectus; except as disclosed in the Registration Statement, General Disclosure Package and the Final Prospectus; , the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock Ordinary Shares of the Company have been issued in violation of any preemptive or similar rights of any security holder; the Offered Securities Shares to be sold by the Company, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of uncertificated ADSs evidenced by registration in ADRs evidencing the books of the Depositary, as applicableADSs; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States, except as described in the Registration Statement, General Disclosure Package and the Final Prospectus.
Appears in 1 contract
Offered Securities and Capitalization. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, General Disclosure Package and the Final Prospectus; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares or other equity interest in the shareholders Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any share of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of or any preemptive such Controlled Entity, any such convertible or similar rights of exchangeable securities or any security holdersuch rights, warrants or options; the Offered Securities Shares to be sold by the Company, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of uncertificated ADSs evidenced by registration in ADRs evidencing the books of the Depositary, as applicableADSs; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States, ; except as described in the Registration Statement, General Disclosure Package and the Final Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (China Ming Yang Wind Power Group LTD)
Offered Securities and Capitalization. The Offered Securities and all other outstanding shares of capital stock of the Company Ordinary Shares have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, General Disclosure Package and the Final Prospectus; all outstanding shares of capital stock of the Company Ordinary Shares are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, General Disclosure Package and Final Prospectus and to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company Ordinary Shares have been issued in violation of any preemptive or similar rights of any security holder; except as disclosed in the General Disclosure Package and Final Prospectus, 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 contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any Ordinary Shares, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Securities Shares to be sold by the Company, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of uncertificated ADSs evidenced by registration in ADRs evidencing the books of the Depositary, as applicableADSs; the ADSs to be sold by the CompanyCompany and the Selling Shareholders, when issued and delivered against payment thereof, will be freely transferable by the Company and the Selling Shareholders to or for the account of the Underwriters; and there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC Malaysia or the United States, except as described in the Registration Statement, General Disclosure Package and the Final Prospectus.
Appears in 1 contract
Offered Securities and Capitalization. The Offered Securities and all other outstanding shares of share capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, General Disclosure Package and the Final Prospectus; all outstanding shares of share capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, General Disclosure Package and Final Prospectus and to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the shareholders Company or any of the Company have no preemptive rights with respect Subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the Offered Securities; and none issuance of the outstanding shares of any capital stock of the Company have been issued in violation of or any preemptive such Subsidiary, any such convertible or similar rights of exchangeable securities or any security holdersuch rights, warrants or options; the Offered Securities Shares to be sold by the Company, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of uncertificated ADSs evidenced by registration in ADRs evidencing the books of the Depositary, as applicableADSs; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States, except as described disclosed in the Registration Statement, General Disclosure Package and the Final Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Country Style Cooking Restaurant Chain Co., Ltd.)