Placing Shares. The Placing Agent conditionally agreed to place a maximum of 65,000,000 Placing Shares on a best effort basis during the Placing Period. As at the date of this announcement, the Company has 325,607,779 Shares in issue. Assuming that there will be no change in the number of the total issued Shares between the date of this announcement and the Completion Date and the maximum of 65,000,000 Placing Shares are successfully placed, the maximum number of Placing Shares of up to 65,000,000 Placing Shares represents (i) 19.96% of the existing issued Shares; and (ii) approximately 16.64% of the total Shares as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the Placing Shares will be HK$650,000. The Placing Shares, when issued and fully paid up, shall rank pari passu in all respects with all other Shares in issue. The Placing Price of HK$0.05 represents:

Placing Shares. The “Placing Shares” means such number of ordinary shares of 1p each in the Guarantor, that are placed and sold pursuant to the Placing Agreement in order to fund the Purchase Price.

Placing Shares. The Guarantor shall have allotted and issued the Placing Shares to the Placees, and provided CollaGenex with satisfactory evidence confirming the same.

Placing Shares. The Vendor agrees to sell, or procure the sale of, the Placing Shares and the Placing Agent agrees as agent of the Vendor during the Placing Period and on a best efforts basis, to procure (either itself or through its associates) not less than six Placees to purchase the Placing Shares at the Placing Price (together with such Hong Kong stamp duty, brokerage, SFC transaction levy and Stock Exchange trading fee payable by the purchasers) on the terms and subject to the conditions set out in this Agreement.

Placing Shares. 5.1 On the terms and subject to the conditions referred to in this Agreement and the Placing Documents and in reliance, inter alia, on the warranties, indemnities and undertakings contained in this Agreement, Nomad agrees to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price by the distribution of the Placing Documents and on the basis of the information contained therein only and, in the event that subscribers are not obtained for all or any of the Placing Shares at the Placing Price, Nomad (or such other company (being within the same group of companies as Nomad) as Nomad shall nominate) will subscribe, as principal and at the Placing Price, for all of those Placing Shares in respect of which subscribers have not been obtained. 5.2 The Company irrevocably appoints and instructs Nomad to act as its agent for the purposes of the Placing. The appointment confers on Nomad, on behalf of the Company, all powers, authorities and discretions which are reasonably necessary for or incidental to the Placing and the Company agrees to ratify and confirm everything which Nomad shall lawfully do or have done in the proper and reasonable exercise of such powers, authorities and discretions. Nomad accepts such appointment on those terms. 5.3 The Company shall procure that the board of Directors (or a duly authorised committee of the board) shall allot the Placing Shares, subject to the certificate of incorporation, the by-laws and other constitutional documentation of the Company and conditional on this Agreement becoming unconditional and not being terminated in accordance with its terms, to such persons in certificated form and in such denominations as may be notified to it by Nomad pursuant to clause 6.1 and on the terms that, on such allotment becoming unconditional, such shares shall be fully paid and shall rank pari passu in all respects with all other Ordinary Shares then in issue, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue. 5.4 The subscription price for each of the Placing Shares shall be the Placing Price, the aggregate of which Nomad shall procure to be paid (in cleared funds) (less the deductions made pursuant to clause 11 in respect of fees, commissions and costs payable by the Company) out of the proceeds of the Placing received by Nomad by no later than 3.00 pm on the third Business Day after the Completion Date by telegraphic transf...

Placing Shares. 2.1 Subject to satisfaction of the condition set out in Clause 3.1, the Placing Shares will be allotted and issued in accordance with the Constituent Documents, all relevant laws of Hong Kong and the Cayman Islands and the rules and regulations of the Stock Exchange and will rank pari passu in all respects inter se and with all other Shares in issue as at the Completion Date. 2.2 The Company has full power, authority and shareholders’ consent to allot and issue the Placing Shares and does not require the consent thereto of any other party (save for the approval of the Listing Committee of the Stock Exchange referred to in Clauses 3.1) of this Agreement and, subject as aforesaid, all consents and authorisations necessary to enable the Placing Shares to be allotted and issued by the Company under the Placing have been obtained. 2.3 Subject to satisfaction of the condition set out in Clause 3.1, the creation of the Placing Shares and their allotment and issue pursuant to this Agreement will not cause any breach of any agreement to which the Company and/or any member of the Group is a party or by which it is or any of them is bound and will not infringe or exceed any limits on, powers of, or restrictions on or the terms of any contract, obligations or commitment whatsoever of, the Company and/or any member of the Group and/or their respective boards of directors. 2.4 The Placing Shares will on allotment and issue be fully paid at the Placing Price per Share and free from all Encumbrances and together with all rights attaching thereto as at the Completion Date including the right to receive all dividends and other distributions which may be declared, made or paid in respect of the Shares, the record date for which shall fall on or after the Completion Date.

Related to Placing Shares

Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.
New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.
Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”
Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.
Founder Shares In July 2023 and September 2023, Hercules Capital Management Corp (the “Sponsor”) acquired an aggregate of 1,437,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000 to. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or any of its transferees prior to the date hereof (collectively, the “Initial Shareholders”) until the earlier of: (i) six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the initial Business Combination, 50% of the Founder Shares will be released from such transfer restrictions. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the period of time as provided in its amended and restated memorandum and articles of association. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding shares of the Company (excluding the Placement Shares (as defined below) and the Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.
Underlying Shares The shares of Common Stock underlying the shares of Preferred Stock shall be issued free of legends. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall immediately notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.
Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.
Settlement Shares With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and
Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, on the Commencement Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Commencement Date, one or more certificate(s) or book-entry statement(s) representing the Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commencement Date). Such certificate or book-entry statement shall be delivered to the Investor in the manner specified in Section 7.1(iii). For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date regardless of whether any Purchases are issued by the Company or settled hereunder or any termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.

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