Subscriber’s rights. (a) In exchange for paying the Subscription Fee, Blue J Legal grants the Subscriber a non-exclusive right during the Subscription Period to access and use, and to permit Users to access and use for the sole benefit of the Subscriber, the Product in accordance with and subject to the terms and conditions of this Agreement.
(b) The Blue J Legal Terms of Use are hereby incorporated by reference and made part of this Agreement. By signing this Agreement, the Subscriber acknowledges understanding and accepting the terms and conditions of the Blue J Legal Terms of Use. For purposes of this Agreement, references in the Blue J Legal Terms of Use to the “Blue J Legal Platform” and/or the “Services” shall be deemed to refer to the Product, and references in the Blue J Legal Terms of Use to “you” shall be deemed to refer to Subscriber and/or its Users as required by the context.
Subscriber’s rights. 6.1 Right of nomination in respect of board members
(a) Subject to Clauses 6.1(c) and 6.1(d), regardless of whether any of the Bonds is redeemed or converted into Shares, the Guarantor agrees that it shall exercise its voting rights in any general meeting of the Issuer to appoint (A) one observer or (B) one non-executive director, in each case nominated by the Subscriber to the board of directors of the Issuer (and shall cause the Issuer to exercise its voting rights in any general meeting of any Subsidiaries to appoint one such observer or one such non-executive director to the board of directors of any of its Subsidiaries). The appointment of such candidate nominated by the Subscriber shall be subject to the consent of the Guarantor (such consent shall not be unreasonably withheld or delayed). Each of the Issuer and the Guarantor consents to each of Xxxx Xxxxxxx, Xxxxx Xxx and Xxxxxx Xxx sitting (and one of which at a time will sit) as a non-executive director or observer in the Issuer’s board of directors. In the event that the Subscriber nominates a non-executive director to the board of directors of the Issuer or its Subsidiaries, in the avoidance of conflicts of interest, inter alias, such non-executive director is required to disclose to the board the Subscriber’s equity and security interests in other relevant companies.
(b) If any such candidate nominated by the Subscriber is appointed as an observer to the Issuer’s board of directors, the Subscriber shall have the right to appoint a substitute non-executive director to replace such observer.
(c) Following the occurrence of a QIPO, if the Bondholders cease to have an Exposure, the Guarantor shall have the right to remove such observer or non-executive director nominated by the Subscriber and/or the Transferee, as the case may be, from the relevant board of directors in accordance with Clauses 6.1(a) and 6.1(d).
(d) If and only if the Subscriber transfers all of the aggregate outstanding amount of the Bonds to any third party (the “Transferee”) in accordance with the Conditions, the Issuer agrees that such Transferee shall be entitled to the nomination right as provided in Clause 6.1(a) above and the Subscriber shall cease to have such nomination right upon such transfer. The Issuer will, promptly following request by the Subscriber, do all such acts and/or execute all such documents (including corporate authorisations) as is necessary for the purposes of conferring such right on the Transferee.
(e...
Subscriber’s rights. By its acceptance of this Subscription Agreement, the Fund grants to Subscribers the rights of action for rescission and/or damages as described in the Confidential Offering Memorandum under the heading "Rights of Action for Damages or Rescission".
Subscriber’s rights. 9.1 The Subscriber shall have the Shareholder's rights as stipulated in the Shareholders' Agreement.
9.2 The Subscriber shall have the rights to adjust the entry price which is based on a fully diluted post-money valuation of HK$643,600,000 which is equal to the profit/earning ratio of 7.4 multiplied by the pro forma earnings of the Group for the year ending 31 December 2003. If the Group's earning before tax and minority interests and extraordinary items for the financial year ending 31 December 2003 falls short of HK$100 million, the Subscriber's entry valuation will be adjusted in accordance with the following formula: adjusted entry valuation = original entry valuation x (actual earning before tax and minority interests and extraordinary items / projected earning before tax and minority interests) The Group's projected earning before tax and minority interests and extraordinary items for the financial year ending 31 December 2003 is approximately RMB113.626 million. The difference between the original entry valuation and the adjusted entry valuation, if any, will be refunded to the Subscriber in cash pro rata on his respective shareholdings in the Company as soon as practicable upon release of the audited results of the Group for the financial year ending 31 December 2003.
9.3 Subject to the relevant regulatory requirements including, but not limited to, the Listing Rules, the Subscriber shall be free to transfer the Shares in whole or in part after six months from the date of the Qualified IPO.
9.4 Without prejudice to the generality of the foregoing, in consideration of the investment made by the Subscriber in the Company and in consideration of the payment of HK$1 by the Subscriber to the Company (receipt of which is hereby acknowledged), the Company hereby grants to the Subscriber an option (the "Put Option") of selling all its Shares to the Company at a price (denominated in US$) equal to the investment amount with a yield of 10% internal return rate (denominated in US$), subject to full compliance with all applicable laws, rules and regulations, if the Company is not successful in implementing the Qualified IPO by 31 December 2004. Such Put Option will be exercisable by written notice in respect of all Shares (but not any part thereof) served by the Subscriber upon the Company during the period from 1 January 2005 to 30 June 2005 (both days inclusive).
Subscriber’s rights. Until the later to occur of (i) redemption or Conversion (as defined in the Loan Notes) of any outstanding Loan Notes in full; or (ii) expiry of the obligation of the Subscriber to subscribe for any Loan Notes pursuant to paragraph 3 above, the Borrower:
(a) agrees to take all such action within its power and control to procure that the Subscriber's nominee (from time to time) shall be appointed and remain appointed as managing director of the Company;
(b) shall require the agreement of the Subscriber before materially amending the Business Plan or budgets of the Company or adopting a business plan to extend or replace the Business Plan, in which case no such amendment, extension or replacement shall be made or adopted in a form which has not been agreed by the Subscriber; and
(c) agrees to give the Subscriber: (i) at least 10 business days notice in writing of any proposed issue of shares by the Company (other than an issue of shares pursuant to the Warrant, an employee share scheme adopted by the Company or Conversion of the Loan Notes (as defined in the Loan Notes)); and (ii) at least 5 business days notice in writing of any proposed issue of shares by the Company to anyone other than the Subscriber pursuant to the Warrant or Conversion of the Loan Notes, in each case such notice to identify the proposed allottee, the number of shares proposed to be issued and the issue price per share.
Subscriber’s rights. To require the Contractor to provide the Services in accordance with the terms of this Agreement.
Subscriber’s rights. 9.1 The Subscribers shall have the Shareholders' rights as stipulated in the Shareholders' Agreement.
9.2 The Subscribers shall have the rights to adjust the entry price which is based on a fully diluted post-money valuation of HK$643,600,000 which is equal to the profit/earning ratio of 7.4 multiplied by the pro forma earnings of the Group for the year ending 31 December 2003. If the Group's earning before tax and minority interests and extraordinary items for the financial year ending 31 December 2003 falls short of HK$100 million, the Subscribers' entry valuation will be adjusted in accordance with the following formula: adjusted entry valuation = original entry valuation x
Subscriber’s rights. The Subscriber will see in his login to YachtSys® the reviews from is own customers. (YachtSys® subscription necessary.) After providing 20 validated and qualified reviews from own customers, the Subscriber will see all available and published reviews in the YachtFinder® search result list.
Subscriber’s rights. All rights to use the Information granted to any Subscriber by the Licensee shall be subject to the terms and conditions specified in the Subscriber Agreement and comply with the provisions of this Agreement. Subject to Article 6.1 above, the Subscriber’s rights may include : the right to disseminate Information within the Subscriber’s Group; the right to use, store and process Information, for the purpose of disseminating Information within the Subscriber’s Group; the right to distribute Delayed Information and End of Trading Information to third parties, subject to the provision of Article 7.5; the right to distribute Real Time Information to third parties, subject to execution of an agreement with the Stock Exchange substantially similar to this Agreement; the right to distribute Limited Extracts of Information to third parties; the right to distribute the Information in Media Publications subject to the provisions of Appendix 5 with regard to Media Publications of Real Time Information; the right to access Information via the Licensee’s Automated Trading Applications subject to the provisions of Appendix 5 with regard to Automated Trading Applications. For the avoidance of doubt, Subscribers shall have no right under any Subscriber Agreement to use Information supplied by the Licensee in any Automated Trading Applications other than those made available by the Licensee in accordance with this Agreement without the prior written approval of the Stock Exchange, which may require a supplementary agreement between the Subscriber and the Stock Exchange; the right to use Delayed Information in Other Non-display Use Applications subject to the provisions of Appendix 5. For the avoidance of doubt Subscribers shall have no right to use Real Time Information in Other Non-display Use Applications or to use Information to create Indices, to price Financial Products or to support spread betting or similar activities on the price of any financial instrument to which Information relates, without the prior written approval of the Stock Exchange, which requires a supplementary agreement between the Subscriber and the Stock Exchange. Dissemination by a member of the Subscriber’s Group of any Information received in the Licensee’s Service to other members of the Subscriber’s Group for the purposes of this Agreement shall be deemed use of Information by the Subscriber unless defined otherwise in any other agreement between the Stock Exchange and the Subscriber.
Subscriber’s rights. If an Event of Default occurs in relation to the Issuer prior to Completion, then the Subscriber may terminate this Agreement immediately by notice in writing.
