PROPOSED SHARE CONSOLIDATION Sample Clauses

PROPOSED SHARE CONSOLIDATION. The Board proposes to implement the consolidation of shares (“Share Consolidation”) on the basis that every four (4) issued and unissued Shares with par value of HK$0.01 each (the “Existing Shares”) be consolidated into one (1) consolidated share with par value of HK$0.04 each (the “Consolidated Shares”). As at the date of this announcement, the authorized share capital of the Company is HK$100,000,000 divided into 10,000,000,000 Existing Shares with par value of HK$0.01 each, of which 2,501,965,820 Existing Shares have been issued and are fully paid or credited as fully paid.
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PROPOSED SHARE CONSOLIDATION. 5.1 Under Rule 1015(3)(c) of the SGX-ST Listing Manual Section B: Rules of Catalist (“Catalist Rules”), where the consideration for an acquisition of assets by the issuer is to be satisfied by the issue of shares, the price per share after adjusting for any share consolidation must not be lower than S$0.20. 5.2 Accordingly, in conjunction with the Proposed Acquisition and subject to the approval of the shareholders of the Company, the Company shall conduct a share consolidation exercise of existing shares in the capital of the Company based on such consolidation ratio as may be determined by the Board in due course on or prior to Completion (“Consolidation”).
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PROPOSED SHARE CONSOLIDATION. As at the date of this announcement, the authorised share capital of the Company is HK$100,000,000 divided into 10,000,000,000 Shares of HK$0.01 each, of which 5,490,230,436 Shares have been issued and are fully paid or credited as fully paid. The Board wishes to put forward to the Shareholders a proposal of share consolidation (the “Share Consolidation”) on the basis that every five (5) existing issued and unissued Shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) consolidated Share of HK$0.05 (the “Consolidated Share(s)”). Upon the Share Consolidation becoming effective, the authorised share capital of the Company will be HK$100,000,000 divided into 2,000,000,000 Consolidated Shares, of which 1,098,046,087 Consolidated Shares will be in issue and fully paid or credited as fully paid, assuming that no further Shares will be issued or repurchased after the date of this announcement and prior to the Share Consolidation becoming effective. The Consolidated Shares will rank pari passu in all respects with each other. An application will be made to Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares to be in issue and any new Consolidated Shares which may fall to be issued pursuant to the exercise of Options (as defined below) granted by the Company under the share option scheme adopted by the Company on 2 February 2002 (the “Old Share Option Scheme”) and any options to be granted under the share option scheme adopted by the Company on 22 March 2012 (the “New Share Option Scheme”) upon the Share Consolidation becoming effective. All necessary arrangements will be made for the Consolidated Shares to be admitted into the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited.
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PROPOSED SHARE CONSOLIDATION. Rule 429 of the Catalist Rules stipulates that the issue price of the equity securities offered for subscription or sale, for which a listing is sought, must be at least S$0.20 each. Accordingly, in conjunction with the Proposed Acquisition and subject to Shareholders’ approval being obtained, the Company will undertake a share consolidation exercise based on a consolidation ratio of 40 to 1, or as may be subsequently mutually agreed between the Company and the Vendors (the “Proposed Share Consolidation”) which shall satisfy the aforementioned requirements of Rule 429 of the Catalist Rules on or before the Completion Date. The Proposed Share Consolidation will not involve a diminution of any liability in respect of the unpaid capital or the payment to any Shareholder of any paid-up capital of the Company and has no effect on the shareholders’ funds of the Company. The details of the Proposed Share Consolidation will be set out in the Circular (as defined under paragraph 10.1 below) to be despatched in due course.
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PROPOSED SHARE CONSOLIDATION. The Board proposes that every twenty (20) issued and unissued Existing Shares in the share capital of the Company be consolidated into one (1)
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PROPOSED SHARE CONSOLIDATION. The Board proposes to implement the Share Consolidation on the basis that every ten
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PROPOSED SHARE CONSOLIDATION. The Board wishes to put forward to the Shareholders a proposal of Share Consolidation on the basis that every five (5) existing issued and unissued Shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) Consolidated Share of HK$0.
Sample 1
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PROPOSED SHARE CONSOLIDATION. Under Rule 1015(3)(c) of the SGX-ST Catalist Rules, where the consideration for the acquisition of assets by the issuer is to be satisfied by the issue of shares, the price per share after adjusting for any share consolidation must not be lower than S$0.20. Accordingly, in conjunction with the Proposed Acquisition and subject to Shareholders’ approval being obtained, the Company will undertake a share consolidation exercise based on such ratio as may be mutually agreed between the Company and the Vendor, which shall satisfy the aforementioned requirements of Rule 1015(3)(c) of the SGX-ST Catalist Rules (the “Proposed Share Consolidation”) on or before Completion. The details of the Proposed Share Consolidation will be set out in the shareholders’ circular (the “Circular”) to be despatched to Shareholders in due course.
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PROPOSED SHARE CONSOLIDATION. Under Rule 1015(3)(d) of the Listing Manual, where the consideration for the acquisition of assets by an issuer is to be satisfied by the issue of shares, the issue price of each Share after adjusting for any share consolidation is required to be at least S$0.50. Accordingly, in conjunction with the Proposed Acquisition, the Company proposes to undertake a share consolidation (the “Proposed Share Consolidation”) of such number of Shares into one (1) consolidated Share (the “Consolidated Share”) to be determined in consultation with the Company’s financial adviser, taking into account the requirement under Rule 1015(3)(d) of the Listing Manual.
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Related to PROPOSED SHARE CONSOLIDATION

  • Merger and Consolidation (a) The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets, in one transaction or a series of related transactions, to any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or existing under the laws of the jurisdiction of the Issuer or the United States of America, any State of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer or the Successor Company, as applicable, will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or existing under the laws of the jurisdiction of the Issuer or the United States of America, any State of the United States or the District of Columbia or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

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